Fundamental Changes. The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (i) any Person may merge or be consolidated with or into the Borrower in a transaction in which the Borrower is the continuing or surviving Person; (ii) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor; (iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted; (iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and (v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders.
Appears in 7 contracts
Sources: Incremental Assumption Agreement (Match Group, Inc.), Credit Agreement (Match Group, Inc.), Incremental Assumption Agreement and Amendment No. 1 (Match Group, Inc.)
Fundamental Changes. The Borrower will notConsummate any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, Property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(a) (i) any Person Restricted Subsidiary may merge be merged, amalgamated or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
corporation) or (ii) any Person (other than the Borrower) Restricted Subsidiary may merge be merged, amalgamated or consolidate consolidated with or into any Restricted Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in a transaction in which the surviving entity connection therewith);
(b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(ivc) any Restricted Subsidiary may Dispose of all or substantially all of its assets, and assets upon voluntary liquidation or otherwise to the Borrower or any Restricted Subsidiary Guarantor;
(d) any Non-Guarantor Subsidiary may Dispose of any stock of any all or substantially all of its Restricted Subsidiariesassets (upon voluntary liquidation, in each case dissolution, winding-up or otherwise) to the Borrower or to another any other Non-Guarantor Subsidiary that is a Restricted Subsidiary;
(e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated;
(f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation;
(g) the transactions contemplated under the Transaction Documents; and
(vh) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests interest of the Borrower and is not materially disadvantageous to the LendersLenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution.
Appears in 7 contracts
Sources: Credit Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp)
Fundamental Changes. The Borrower will notEnter into any merger, and will not permit any Restricted Subsidiary toconsolidation, merge into or consolidate with any other Personreorganization, or permit amalgamation, or liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) of, all or substantially all of its assetsproperty or business, except that:
(a) any Restricted Subsidiary of the Borrower may be merged, consolidated or be amalgamated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation);
(b) any Restricted Subsidiary of the Borrower may be merged, consolidated or be amalgamated (i) with or into any other Restricted Subsidiary of the Borrower (provided that if only one party to such transaction is a Subsidiary Guarantor, the continuing or surviving corporation shall be a Subsidiary Guarantor) or (ii) subject to Section 8.7(f) (to the extent applicable), with or into any other Restricted Subsidiary;
(c) any Restricted Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the stock of Borrower or any of its Restricted Subsidiaries Subsidiary Guarantor or, subject to Section 8.7(f) (in each case, whether now owned or hereafter acquiredto the extent applicable), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:any other Restricted Subsidiary;
(d) any Restricted Subsidiary that is not a Loan Party may (i) any Person may merge or be consolidated with or into the Borrower in a transaction in which the Borrower is the continuing or surviving Person;
(ii) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary that is not a Loan Party or (ii) dispose of all or substantially all of its assets (including any Disposition that is in the nature of a liquidation) to (A) another Restricted Subsidiary that is not a Loan Party or (B) to a Loan Party;
(e) the Borrower and any Restricted Subsidiary may enter into any merger, consolidation or similar transaction with another Person to effect a transaction permitted under Section 8.7, provided that in the case of the Borrower, the Borrower shall be the continuing or surviving corporation;
(f) any Immaterial Subsidiary (other than a Qualifying Subsidiary) may liquidate or dissolve voluntarily;
(g) transactions permitted under Section 8.5 shall be permitted;
(h) any Unrestricted Subsidiary may merge into a Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is Subsidiary to effect a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantortransaction permitted under Section 8.7;
(iiii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and
(v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersPermitted Restructuring.
Appears in 6 contracts
Sources: Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp)
Fundamental Changes. The Borrower will notExcept as expressly permitted by Section 7.5 or 7.8, and will not permit enter into any Restricted Subsidiary tomerger, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(ia) any Subsidiary of the Parent Guarantor (other than the Borrower) or any other Person may merge be merged, amalgamated or be consolidated with or into the Borrower in a transaction in which Borrower, provided that the Borrower is shall be the continuing or surviving Personcorporation;
(b) any Subsidiary of the Parent Guarantor (other than the Borrower) or any other Person may be merged, amalgamated or consolidated with or into any one or more Wholly Owned Subsidiaries of the Parent Guarantor, provided that (i) the Wholly Owned Subsidiary shall be the continuing or surviving corporation, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving entity or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee and Collateral Agreement and any applicable Mortgage in form and substance reasonably satisfactory to the Administrative Agent in order for the surviving Person to become a Guarantor and pledgor, mortgagor and grantor of Collateral for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), (iii) no Default or Event of Default would result from the consummation of such merger, amalgamation or consolidation; and (iv) no Subsidiary of the Parent Guarantor (other than Daymark) may be merged, amalgamated or consolidated with or into Daymark;
(c) any Subsidiary that is not a Guarantor (other than the Borrower) may merge sell, lease, transfer or consolidate with otherwise dispose of any or into all of its assets (upon voluntary liquidation or otherwise) to the Borrower, a Guarantor (other than Daymark) or any Restricted other Wholly Owned Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is of the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor(other than Daymark);
(iiid) any mergerSubsidiary that is a Guarantor may sell, consolidationlease, Disposition, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(ivotherwise) any Restricted Subsidiary may Dispose of its assets, and to the Borrower or any Restricted Subsidiary other Guarantor; provided that no Guarantor (other than Daymark) may Dispose sell, lease, transfer or otherwise dispose of any stock of any or all of its Restricted Subsidiaries, in each case assets to the Borrower or to another Restricted SubsidiaryDaymark; and
(ve) any Restricted Subsidiary (other than the Borrower) may liquidate or dissolve if (x) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLenders and (y) to the extent such Subsidiary is a Guarantor, any assets or business or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, another Guarantor after giving effect to such liquidation or dissolution.
Appears in 6 contracts
Sources: Credit Agreement (C-Iii Capital Partners LLC), Credit Agreement (C-Iii Capital Partners LLC), Credit Agreement (Grubb & Ellis Co)
Fundamental Changes. The Borrower will notMerge, and will not permit any Restricted Subsidiary toamalgamate, merge into or dissolve, liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries assets (in each case, whether now owned or hereafter acquired), ) to or liquidate or dissolvein favor of any Person, except that, if at the time thereof and immediately after giving effect thereto so long as no Default shall have occurred and be continuingexists or would result therefrom:
(ia) the Borrowers or any Person of the Restricted Subsidiaries may merge or amalgamate with any other Restricted Subsidiaries or any other Person; provided, that (i) if any of such Subsidiaries is a Guarantor, a Guarantor shall be consolidated with or into the Borrower in surviving Person, and if a transaction in which the Borrower is a party thereto, such Borrower shall be the continuing or surviving Person, and (ii) the US Borrower and the Canadian Borrower may not merge or amalgamate into each other;
(b) any Guarantor may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Borrower or to another Guarantor;
(c) any Subsidiary that is not a Loan Party may Dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Borrower or any Person Subsidiary that is a Loan Party;
(d) any Subsidiary (other than the Canadian Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided thatliquidate, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and
(v) any Restricted Subsidiary may liquidate wind up or dissolve if the Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the LendersLenders and all of the assets of such Subsidiary are transferred to another Restricted Subsidiary; and
(e) a Restricted Subsidiary may enter into Dispositions permitted by Section 7.05, and a Restricted Subsidiary whose Equity Interests are sold pursuant to such a Disposition may enter into mergers, consolidations and amalgamations to facilitate such Dispositions.
Appears in 5 contracts
Sources: Credit Agreement (USD Partners LP), Master Assignment, Assignment of Liens, and Amendment No. 1 to Amended and Restated Credit Agreement (USD Partners LP), Credit Agreement (USD Partners LP)
Fundamental Changes. The Borrower will notMerge, and will not permit any Restricted Subsidiary todissolve, merge into or liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries assets (in each case, whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a LLC Division), or liquidate or dissolveexcept, except that, if at the time thereof and immediately after giving effect thereto so long as no Default shall have occurred and be continuingor Event of Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the Company; provided that the Company shall be the continuing or surviving Person, or (ii) any Person may merge one or be consolidated with or into the Borrower in a transaction in which the more other Subsidiaries; provided that (A) when any Designated Borrower is merging with another Subsidiary, such Designated Borrower shall be the continuing or surviving Person, (B) when any Domestic Subsidiary Guarantor is merging with another Subsidiary (other than a Designated Borrower), a Domestic Subsidiary Guarantor shall be the continuing or surviving Person, (C) when any Foreign Subsidiary Guarantor is merging with another Subsidiary (other than a Designated Borrower or Domestic Subsidiary Guarantor), a Foreign Subsidiary Guarantor shall be the continuing or surviving Person, and (D) when any wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person;
(iib) any Person Subsidiary may Dispose of all or substantially all of its assets (other than upon voluntary liquidation or otherwise) to the Borrower) may merge Company or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted to another Subsidiary; provided that, that (i) if the transferor in such Person a transaction is a Designated Borrower that is a Domestic Subsidiary or a Domestic Subsidiary Guarantor, then the surviving entity transferee must be the Company, a Designated Borrower that is a Domestic Subsidiary or a Domestic Subsidiary Guarantor and (ii) if the transferor in such a transaction is a Designated Borrower that is a Foreign Subsidiary or a Foreign Subsidiary Guarantor, then the transferee must be the Company, a Designated Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iiic) the Company or any mergerSubsidiary may merge with any other Person in order to effect a Permitted Acquisition; provided that (i) the continuing or surviving Person shall have complied with the requirements of Section 6.13, consolidationif applicable, Dispositionand (ii) in the case of a merger of a Borrower with any other Person, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 such Borrower shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower continuing or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiarysurviving Person; and
(vd) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lendersconnection with a Permitted Restructuring Transaction.
Appears in 5 contracts
Sources: Credit Agreement (WEX Inc.), Credit Agreement (WEX Inc.), Credit Agreement (WEX Inc.)
Fundamental Changes. The Borrower will notMerge, and will not permit any Restricted Subsidiary todissolve, merge into or liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries assets (in each case, whether now owned or hereafter acquired), ) to or liquidate or dissolvein favor of any Person, except that, if at the time thereof and immediately after giving effect thereto so long as no Event of Default shall have occurred and be continuingexists or would result therefrom:
(a) any Restricted Subsidiary or any Borrower may merge with (i) any Person may merge or a Borrower, provided that such Borrower shall be consolidated with or into the Borrower in a transaction in which the Borrower is the continuing or surviving Person;
, or (ii) any Person one or more other Restricted Subsidiaries, provided that when any Guarantor is merging with another Restricted Subsidiary, the Guarantor shall be the continuing or surviving Person; and
(other than b) any (i) Restricted Subsidiary or any Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Borrower; (ii) any Guarantor may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Borrower or another Guarantor; and (iii) any Restricted Subsidiary which is not a Borrower may also Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another Restricted Subsidiary which is a Guarantor;
(c) any Restricted Subsidiary that is not a Loan Party may dispose of all or substantially all of its assets (including any Disposition that is in the Borrowernature of a liquidation) to (i) another Restricted Subsidiary that is not a Loan Party or (ii) to a Loan Party;
(d) a Loan Party or any Restricted Subsidiary may merge or consolidate with any Person to effect (i) a Permitted Acquisition so long as the applicable Loan Party or into any Restricted Subsidiary in a transaction in which Subsidiary, as the case may be, is the surviving entity is or becomes entity; and (ii) a Restricted SubsidiaryDisposition permitted under (and in accordance with the terms of) Section 7.05; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;and
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(ive) any Restricted Subsidiary may Dispose dissolve, liquidate or wind-up its affairs if it owns no material assets, engages in no material business and otherwise has no material activities other than activities related to the maintenance of its assets, existence and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and
(v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lendersstanding.
Appears in 5 contracts
Sources: Credit Agreement (Global Partners Lp), Credit Agreement (Global Partners Lp), Credit Agreement (Global Partners Lp)
Fundamental Changes. The Borrower will notMerge, and will not permit any Restricted Subsidiary todissolve, merge into or liquidate, amalgamate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries assets (in each case, whether now owned or hereafter acquired), ) to or liquidate or dissolvein favor of any Person, except that, (other than in the case of clause (e)) so long as no Event of Default would result therefrom:
(a) any Restricted Subsidiary (other than the U.S. Borrower) may merge, amalgamate or consolidate with (i) the U.S. Borrower (including a merger, the purpose of which is to reorganize the U.S. Borrower into a new jurisdiction in any State of the United States); provided that the U.S. Borrower shall be the continuing or surviving Person or the surviving Person shall expressly assume the obligations of the U.S. Borrower pursuant to documents reasonably acceptable to the Administrative Agent, (ii) the Lux Borrower; provided that the Lux Borrower shall be the continuing or surviving Person, or (iii) any one or more other Restricted Subsidiaries; provided that (x) any Restricted Subsidiary that is not a Controlled Foreign Subsidiary or a FSHCO may not merge with any Restricted Subsidiary that is a Controlled Foreign Subsidiary or a FSHCO if at such Controlled Foreign Subsidiary or such FSHCO shall be the time thereof continuing or surviving Person and immediately after giving effect thereto no Default (y) when any Guarantor is merging with another Restricted Subsidiary that is not a Loan Party (A) the Guarantor shall have occurred be the continuing or surviving Person, (B) to the extent constituting an Investment, 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 and (C) to the extent constituting a Disposition, such Disposition must be continuing:permitted hereunder;
(i) any Person Restricted Subsidiary that is not a Loan Party may merge or be consolidated with or into the Borrower in a transaction in which the Borrower is the continuing or surviving Person;
(ii) any Person (other than the Borrower) may merge merge, amalgamate or consolidate with or into any other Restricted Subsidiary in that is not a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
Loan Party and (iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(ivii) any Restricted Subsidiary (other than the U.S. Borrower) may Dispose of its assetsliquidate or dissolve, and the or any Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and
(v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines validity, perfection and priority of the Liens securing the Obligations is not adversely affected thereby) change its legal form if the Borrowers determine in good faith that such liquidation or dissolution action is in the best interests interest of the Borrower Holdings and its Subsidiaries and is not materially disadvantageous to the LendersLenders 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 Guarantor 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 U.S. Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Lux Borrower or to any Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be a 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, 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; provided, further, that the U.S. Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any other Domestic Loan Party;
(d) any Restricted Subsidiary (other than the U.S. Borrower) may merge, amalgamate or consolidate with, or dissolve into, any other Person in order to effect 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 hereunder;
(e) the Borrowers and the other Restricted Subsidiaries may consummate the Transaction (including the Merger) and the Reorganization Transaction;
(f) any Restricted Subsidiary (other than the U.S. Borrower) may merge, dissolve, liquidate, amalgamate, consolidate with or into another Person in order to effect a Disposition permitted pursuant to Section 7.04 (other than Dispositions permitted by Section 7.03); and
(g) any Permitted Investment may be structured as a merger, consolidation or amalgamation.
Appears in 5 contracts
Sources: Fifth Amendment (Ortho Clinical Diagnostics Holdings PLC), Credit Agreement (Ortho Clinical Diagnostics Holdings PLC), Amendment (Ortho Clinical Diagnostics Holdings PLC)
Fundamental Changes. The Borrower will notMerge, and will not permit any Restricted Subsidiary todissolve, merge into or liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries assets (in each case, whether now owned or hereafter acquired), ) to or liquidate or dissolvein favor of any Person, except that, if at the time thereof and immediately after giving effect thereto so long as no Default shall have occurred and be continuingexists or would result therefrom:
(a) any Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any Person may merge one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be consolidated with or into the Borrower in a transaction in which the Borrower is the continuing or surviving Person;
(iib) subject to Section 6.14, any Person (other than the Borrower) Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or into consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any Restricted such merger or consolidation, a Subsidiary in a transaction in which Guarantor is the surviving entity is survivor thereof;
(c) any Subsidiary may Dispose of all or becomes a Restricted substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary; provided that, that if the transferor in such Person a transaction is a Subsidiary Guarantor, then the surviving entity is transferee must either be the Borrower Company or is or substantially concurrently becomes a Subsidiary Guarantor;
(iiid) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of all or substantially all of its assets, and the Borrower assets to or any Restricted Subsidiary may Dispose in favor of any stock Person in one transaction or in a series of any transactions, provided that such Disposition or Dispositions satisfy the requirements of its Restricted SubsidiariesSection 7.05(g) and in the case of a Disposition of a dealership Subsidiary, in each case to the Borrower or to another Restricted SubsidiarySection 7.19; and
(ve) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement (i) may be dissolved or have its entity status terminated or (ii) so long as such Subsidiary does not qualify as a Restricted Subsidiary may liquidate or dissolve if after giving effect to such Disposition, shall promptly at the Borrower determines in good faith that request of the Company be released by the Administrative Agent from its obligations under the Subsidiary Guaranty and the other Loan Documents, provided that, at any time such liquidation or dissolution is Subsidiary thereafter qualifies as a Restricted Subsidiary, the Company shall cause to be delivered to the Administrative Agent all documents required to be delivered by Section 6.14 with respect to such Subsidiary in the best interests of the Borrower and is not materially disadvantageous to the Lenderstimeframes set forth therein.
Appears in 4 contracts
Sources: Credit Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc)
Fundamental Changes. The Borrower will notConsummate any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, Property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(a) (i) any Person Restricted Subsidiary may merge be merged, amalgamated or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
corporation) or (ii) any Person (other than the Borrower) Restricted Subsidiary may merge be merged, amalgamated or consolidate consolidated with or into any Restricted Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) substantially simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in a transaction in which the surviving entity connection therewith);
(b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(ivc) any Restricted Subsidiary may Dispose of all or substantially all of its assets, and assets upon voluntary liquidation or otherwise to the Borrower or any Restricted Subsidiary Guarantor;
(d) any Non-Guarantor Subsidiary may Dispose of any stock of any all or substantially all of its Restricted Subsidiariesassets (upon voluntary liquidation, in each case dissolution, winding-up or otherwise) to the Borrower or to another any other Non-Guarantor Subsidiary that is a Restricted Subsidiary;
(e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, amalgamation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated;
(f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation;
(g) [RESERVED]; and
(vh) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests interest of the Borrower and is not materially disadvantageous to the LendersLenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution.
Appears in 4 contracts
Sources: Credit Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp)
Fundamental Changes. The Borrower will notMerge, and will not permit any Restricted Subsidiary todissolve, merge into or liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or Dispose of (whether in one transaction or in a series of related transactionstransactions and whether effected pursuant to a Division or otherwise) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries assets (in each case, whether now owned or hereafter acquired), ) to or liquidate or dissolvein favor of any Person, except that, if at the time thereof and immediately after giving effect thereto so long as no Default shall have occurred and be continuingexists or would result therefrom:
(a) any Subsidiary of the Borrower may merge with (i) any Person may merge or be consolidated with or into the Borrower, provided that the Borrower in shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries of the Borrower, provided that if any Subsidiary Guarantor is merging with another Subsidiary, a transaction in which the Borrower is Subsidiary Guarantor party to such merger shall be the continuing or surviving Person;
(iib) any Person Subsidiary of the Borrower may Dispose of all or substantially all of its assets (other than upon voluntary liquidation, pursuant to a Division or otherwise) to the Borrower or to another Subsidiary of the Borrower; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower or a Subsidiary Guarantor; and provided, further, that if any Subsidiary Guarantor consummates a Division, then, to the extent applicable, the Borrower must comply with the obligations set forth in Section 6.12 with respect to each Division Successor; and
(c) may merge Dispositions permitted by Section 7.05(d) or (e) shall be permitted under this Section 7.04. Notwithstanding anything to the contrary contained herein, in no event shall the Borrower be permitted to (i) merge, dissolve or liquidate or consolidate with or into any Restricted Subsidiary in a transaction in which other Person unless after giving effect thereto the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity Borrower is the Borrower sole surviving Person of such transaction and no Change of Control results therefrom, (ii) consummate a Division or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) engage in any merger, consolidation, Disposition, liquidation transaction pursuant to which it is reorganized or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) reincorporated in any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and
(v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests jurisdiction other than a state of the Borrower and is not materially disadvantageous to United States or the LendersDistrict of Columbia.
Appears in 4 contracts
Sources: Credit Agreement (Acadia Realty Trust), Credit Agreement (Acadia Realty Trust), Credit Agreement (Acadia Realty Trust)
Fundamental Changes. The Borrower will notConsummate any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, Property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(a) (i) any Person Restricted Subsidiary may merge be merged, amalgamated or be consolidated with or into into, or be liquidated into, the Borrower in a transaction in which (provided, that the Borrower is shall be the continuing or surviving Person;
corporation) or (ii) any Person (other than the Borrower) Restricted Subsidiary may merge be merged, amalgamated or consolidate consolidated with or into into, or be liquidated into, any Restricted Subsidiary Guarantor (provided, that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) substantially simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in a transaction in which the surviving entity connection therewith);
(b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(ivc) any Restricted Subsidiary may Dispose of all or substantially all of its assets, and the Borrower assets upon voluntary liquidation or otherwise to any Restricted Loan Party;
(d) any Non-Guarantor Subsidiary may Dispose of any stock of any all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiaries, in each case to the Borrower Subsidiary or to another Restricted Subsidiary; andHoldings;
(ve) Dispositions permitted by Section 7.5 (other than Section 7.5(c)) and any merger, dissolution, liquidation, consolidation, amalgamation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 (other than Section 7.5(c)), may be consummated;
(f) any Investment expressly permitted by Section 7.7 (other than Section 7.7(o)) may be structured as a merger, consolidation or amalgamation;
(g) The Borrower and its Restricted Subsidiaries may consummate the Transactions and a Specified Transaction;
(h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests interest of the Borrower and is not materially disadvantageous to the LendersLenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution;
(i) any Escrow Entity may be merged with and into the Borrower or any Restricted Subsidiary (provided that the Borrower or such Restricted Subsidiary shall be the continuing or surviving entity); and
(j) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing or would result therefrom, any Person may be merged, amalgamated or consolidated with or into the Borrower, provided, that (A) the Borrower shall be the surviving entity or (B) if the surviving entity is not the Borrower (such other person, the “Successor Borrower”), (1) 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, (2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee and Collateral Agreement confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its guarantee as reaffirmed pursuant to clause (3) and (6) the Successor Borrower shall deliver to the Administrative Agent (x) an officer’s certificate stating that such merger or consolidation does not violate this Agreement or any other Loan Document and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement or any other Loan Document and covering such other matters as are contemplated by the opinions of counsel delivered on the Closing Date pursuant to Section 5.1(e) (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement).
Appears in 4 contracts
Sources: Asset Based Revolving Credit Agreement (Revlon Consumer Products Corp), Asset Based Revolving Credit Agreement (Revlon Consumer Products Corp), Asset Based Revolving Credit Agreement (Revlon Inc /De/)
Fundamental Changes. The Borrower will notConsummate any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, Property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(i) any Person may merge or be consolidated with or into the Borrower in a transaction in which the Borrower is the continuing or surviving Person;
(ii) any Person Restricted Subsidiary (other than the Borrower) may merge be merged, amalgamated or consolidate consolidated with or into Holdings or the Borrower (provided that Holdings or the Borrower, as applicable, shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary (other than the Borrower) may be merged, amalgamated or consolidated with or into any Restricted Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and Holdings shall comply with Section 6.8 in a transaction in which the surviving entity connection therewith);
(b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is or becomes a Restricted Subsidiary;
(c) Holdings or any Restricted Subsidiary (other than the Borrower) may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise (other than, in the case of Holdings, the Capital Stock of the Borrower) to any Loan Party; provided that, if with respect to any such Person is a Dispositions by any Non-Guarantor Subsidiary Guarantorto any Loan Party for consideration in excess of the fair value of such assets (such excess, the surviving entity “Excess Amount”), the sum of, without duplication, (A) the aggregate amount of all such Excess Amounts, (B) the aggregate book value of all Property transferred pursuant to Section 7.5(h) to a Person other than a Loan Party, (C) the aggregate amount of all Differential Amounts in respect of Dispositions made pursuant to Section 7.5(l) and (D) the aggregate amount of all Investments made pursuant to Sections 7.8(h) and 7.8(q), shall not at any time while this Agreement is in effect exceed 4% of consolidated total assets of Holdings and its Restricted Subsidiaries (at the Borrower time of any transfer giving rise to any such amount or is or substantially concurrently becomes a Subsidiary Guarantorany such Investment);
(iiid) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Non-Guarantor Subsidiary may Dispose of its assets, and the Borrower all or any Restricted Subsidiary may Dispose of any stock of any substantially all of its Restricted Subsidiariesassets (upon voluntary liquidation, in each case dissolution, winding-up or otherwise) to the Borrower or to another any other Non-Guarantor Subsidiary that is a Restricted Subsidiary;
(e) Dispositions permitted by Section 7.5 may be consummated;
(f) any Investment expressly permitted by Section 7.8 may be structured as a merger, consolidation or amalgamation; and
(vg) any Restricted Subsidiary may liquidate or dissolve if the Borrower (i) Holdings determines in good faith that such liquidation or dissolution is in the best interests interest of the Borrower Holdings and is not materially disadvantageous to the LendersLenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Sections 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution.
Appears in 4 contracts
Sources: Credit Agreement (Wesco Aircraft Holdings, Inc), Credit Agreement (Wesco Aircraft Holdings, Inc), Credit Agreement (Wesco Aircraft Holdings, Inc)
Fundamental Changes. The Borrower will notEnter into any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(i) any Person Subsidiary of the Borrower may merge be merged or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving entity) and (ii) any Person (other than the Borrower) Foreign Subsidiary may merge or consolidate be merged with or into any Restricted other Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; (provided that, if such Person other Subsidiary is a Domestic Subsidiary, such Domestic Subsidiary Guarantor, shall be the continuing or surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantorentity);
(iiii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary of the Borrower may Dispose of any or all of its assets, and assets (upon voluntary liquidation or otherwise) to the Borrower or any Restricted Wholly Owned Subsidiary Guarantor and (ii) any Foreign Subsidiary may Dispose of any stock of any or all of its Restricted Subsidiaries, in each case assets upon voluntary liquidation or otherwise to the Borrower or to another Restricted any other Subsidiary; and
(vc) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines (i) in good faith that such liquidation or dissolution is in the best interests of which the Borrower and its Subsidiaries own Capital Stock representing less than 80% of the ordinary voting power of such Subsidiary or (ii) that is not materially disadvantageous a Foreign Subsidiary or an Immaterial Domestic Subsidiary may be liquidated as long as the proceeds of such liquidation (after satisfying all Contractual Obligations of such Subsidiary) are distributed to the Lendersholders of the Capital Stock of such Subsidiary on an approximately ratable basis (based on their respective equity ownership interests in such Subsidiary).
Appears in 4 contracts
Sources: Credit Agreement (Tenneco Inc), Credit Agreement (Tenneco Inc), Credit Agreement (Tenneco Inc)
Fundamental Changes. The Borrower will notMerge, and will not permit any Restricted Subsidiary to, merge into consolidate or consolidate with any other Personamalgamate, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, property or all or substantially all of the stock of any of its Restricted Subsidiaries business (in each case, whether now owned or hereafter acquiredtaken as a whole), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(ia) any Person Restricted Subsidiary of the Borrower may merge be merged or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Personcorporation) or with or into any other Restricted Subsidiary (provided, that when any Subsidiary Guarantor is merging with or into another Restricted Subsidiary that is not a Subsidiary Guarantor (except as permitted by Section 7.4(b)), such Subsidiary Guarantor shall be the continuing or surviving corporation or the continuing or surviving corporation shall, substantially simultaneously with such merger or consolidation, become a Subsidiary Guarantor);
(iib) any Restricted Subsidiary may merge, consolidate or amalgamate with any other Person (other than the Borrower) may merge or consolidate with or into any in order to effect an Investment permitted pursuant to Section 7.7; provided that if such Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, Guarantor the continuing or surviving entity is the Borrower or is or substantially concurrently becomes Person shall be a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(ivc) any Restricted Subsidiary of the Borrower may Dispose of any or all of its assets, and assets (i) to the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case Guarantor (upon voluntary liquidation or otherwise) or (ii) pursuant to the Borrower or to another Restricted Subsidiary; anda Disposition permitted by Section 7.5;
(vd) any Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor may (i) dispose of any or all or substantially all of its assets to any Group Member (upon voluntary liquidation or otherwise) or (ii) liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests interest of the Borrower and is not materially disadvantageous to the Administrative Agent or the Lenders; and
(e) any Subsidiary of the Borrower may merge, consolidate or amalgamate with the Borrower in connection with the consummation of the Transactions.
Appears in 4 contracts
Sources: Abl Credit Agreement (Upbound Group, Inc.), Term Loan Credit Agreement (Upbound Group, Inc.), Term Loan Credit Agreement (Rent a Center Inc De)
Fundamental Changes. The Borrower will notEnter into any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(ia) any Person Restricted Subsidiary of the Borrower may merge be merged or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
(iicorporation) any Person (other than the Borrower) may merge or consolidate with or into any other Restricted Subsidiary in a transaction in which the surviving entity is or becomes (provided that when a Restricted Subsidiary; provided that, if such Person Subsidiary that is not a Subsidiary Guarantor is merging or consolidating with a Subsidiary Guarantor, the Subsidiary Guarantor shall be the continuing or surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantorcorporation);
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(ivb) any Restricted Subsidiary of the Borrower may Dispose of all or substantially all of its assets, and assets (upon voluntary liquidation or otherwise) (i) to the Borrower or any other Restricted Subsidiary may Dispose (upon voluntary liquidation or otherwise) (provided that when a Subsidiary that is a Subsidiary Guarantor is so Disposing of any stock of any all or substantially of its Restricted Subsidiaries, in each case to the Borrower or assets to another Restricted Subsidiary; and, such other Subsidiary must be a Subsidiary Guarantor) or (ii) pursuant to a Disposition permitted by Section 7.5;
(vc) any Restricted Subsidiary of the Borrower may liquidate or dissolve or change its legal form if the Borrower determines in good faith that such liquidation or dissolution action is in the best interests of the Borrower and its Restricted Subsidiaries and is not materially disadvantageous to the LendersLenders in any material respect;
(d) any Investment expressly permitted by Section 7.8 may be structured as a merger, consolidation or amalgamation; and
(e) Holdings may change its legal form to a corporation if (i) Holdings determines in good faith that such action is in its best interest and not disadvantageous to the Lenders in any material respect and (ii) prior notice of such change is given to the Administrative Agent.
(f) in connection with an Initial Public Offering, (i) Holding may merge into the Borrower and (ii) the Borrower may merge into Holdings.
Appears in 4 contracts
Sources: Credit Agreement (National Mentor Holdings, Inc.), Credit Agreement (National Mentor Holdings, Inc.), Amendment Agreement (National Mentor Holdings, Inc.)
Fundamental Changes. The Borrower will notMerge, and will not permit consolidate or consummate any Restricted Subsidiary to, merge into or consolidate with any other Personsimilar combination with, or permit consummate any other Person to merge into or consolidate with it, or Dispose Asset Disposition of (in one transaction or in a series of related transactions) all or substantially all of its assetsassets (whether in a single transaction or a series of transactions) with, any other Person or all liquidate, wind-up or substantially all of the stock of dissolve itself (or suffer any of its Restricted Subsidiaries (in each case, whether now owned liquidation or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuingdissolution) except:
(a) (i) any Person Wholly-Owned Subsidiary of the Borrower may merge be merged, amalgamated or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
entity) or (ii) any Person (other than Wholly-Owned Subsidiary of the Borrower) Borrower may merge be merged, amalgamated or consolidate consolidated with or into any Restricted Subsidiary in a transaction in which Guarantor (provided that the Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Guarantor and the Borrower shall comply with Section 8.14 in connection therewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or becomes consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Guarantor; provided that, if with respect to any such Person is a Subsidiary Guarantordisposition by any Non-Guarantor Subsidiary, the surviving entity is consideration for such disposition shall not exceed the Borrower or is or substantially concurrently becomes a Subsidiary Guarantorfair value of such assets;
(iiii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Non-Guarantor Subsidiary that is a Foreign Subsidiary may Dispose dispose of all or substantially all of its assetsassets (upon voluntary liquidation, and dissolution, winding up or otherwise) to the Borrower or any Restricted Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may Dispose dispose of any stock of any all or substantially all of its Restricted Subsidiariesassets (upon voluntary liquidation, in each case dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary or the Borrower;
(e) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to another Restricted Subsidiaryacquire in connection with any acquisition permitted hereunder (including, without limitation, any Permitted Acquisition permitted pursuant to Section 9.3(g)); andprovided; that if any Credit Party is a party thereto, such Credit Party (or a Person who becomes a Credit Party) will be the surviving corporation;
(vf) any Restricted Subsidiary that is not a Credit Party may liquidate or dissolve if the Borrower determines in good faith that (A) such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLenders and (B) all assets of such liquidated or dissolved Subsidiary, after payment of all creditors of such Subsidiary, shall be conveyed to the Borrower or a Subsidiary;
(g) any Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition permitted pursuant to Section 9.3(g); provided that (i) in the case of a merger involving the Borrower or a Guarantor, the continuing or surviving Person shall be the Borrower or such Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the Borrower; and
(h) Asset Dispositions permitted pursuant to Section 9.5(d) or Section 9.5(f).
Appears in 3 contracts
Sources: Credit Agreement (Copart Inc), Credit Agreement (Copart Inc), Credit Agreement (Copart Inc)
Fundamental Changes. The Borrower will notEnter into any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(ia) any Person Subsidiary of the Borrower may merge be merged or be consolidated with or into the Borrower in a transaction in which Borrower; provided that the Borrower is shall be the continuing or surviving Person;
(iicorporation) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted SubsidiaryGuarantor; provided thatprovided, if such Person is further, that a Subsidiary Guarantor, Guarantor shall be the continuing or surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantorcorporation;
(iiib) any mergerSubsidiary of the Borrower that is not a Subsidiary Guarantor may be merged or consolidated with or into the Borrower, consolidation, Disposition, liquidation any Subsidiary Guarantor or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permittedany other Subsidiary of the Borrower;
(ivc) subject to Section 7.7(g), any Restricted Subsidiary of the Borrower may Dispose of any or all of its assetsassets (upon voluntary liquidation or otherwise) to the Borrower, and any Subsidiary Guarantor or any other Subsidiary of the Borrower;
(d) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation;
(e) subject to Section 7.5, the Borrower or any Restricted Subsidiary may Dispose make any Disposition of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiaryassets; and
(vf) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower that is organized under the laws of Canada may amalgamate with another Subsidiary of the Borrower that is organized under the laws of Canada; provided, that if one of the Subsidiaries participating in the applicable amalgamation is a Foreign Subsidiary Borrower, the entity formed as a result of such amalgamation (“Amalco”) shall continue to be a Foreign Subsidiary Borrower and is not materially disadvantageous shall provide the Agents with such documentation, including legal opinions, as the Agents shall reasonably require to confirm that this Agreement and the Lendersother Loan Documents are enforceable against Amalco.
Appears in 3 contracts
Sources: Credit Agreement (Kadant Inc), Credit Agreement (Kadant Inc), Credit Agreement (Kadant Inc)
Fundamental Changes. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate or amalgamate with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, except that so long as no Specified Event of Default would result therefrom:
(i) any Domestic Subsidiary (other than the Borrower) may merge into or Dispose consolidate or amalgamate with the Borrower as long as the Borrower is the surviving entity or such surviving Person shall assume the obligations of the Borrower hereunder (and if such Domestic Subsidiary is an Unrestricted Subsidiary, any Indebtedness of or Lien granted on the assets of such Domestic Subsidiary is permitted by Section 6.01 or 6.02),
(ii) [reserved],
(iii) any Domestic Subsidiary (other than the Borrower) may merge into or consolidate or amalgamate with any Subsidiary Guarantor (as long as (A) such Subsidiary Guarantor is the surviving entity, (B) such surviving entity becomes a Subsidiary Guarantor substantially concurrently with the consummation of such transaction and complies with Section 5.11 and Section 5.12 or (C) the disposition of such Subsidiary Guarantor would otherwise be permitted under Section 6.05 (other than Section 6.05(l)) or such Loan Party would otherwise be permitted to be redesignated as an Excluded Subsidiary immediately prior to such transaction (and shall be deemed to be so disposed or redesignated),
(iv) [reserved],
(v) any Restricted Subsidiary that is not a Loan Party may merge into or consolidate or amalgamate with (A) any other Restricted Subsidiary that is not a Loan Party or (B) any Loan Party,
(vi) the Borrower or any Restricted Subsidiary may consummate any Investment permitted by Section 6.04 (other than Section 6.04(aa)) (whether through a merger, consolidation, amalgamation or otherwise), provided that (A) the surviving entity shall be subject to the requirements of Section 5.11 and Section 5.12 (to the extent applicable) and (B), if the Borrower is a party to such transaction, the Borrower shall be the surviving entity or such surviving Person shall assume the obligations of the Borrower hereunder, and
(vii) any Restricted Subsidiary (other than the Borrower) may consummate any sale, transfer or other disposition permitted pursuant to Section 6.05 (other than Section 6.05(l)) (whether through a merger, consolidation, amalgamation or otherwise), provided that the surviving entity shall be subject to the requirements of Section 5.11 and Section 5.12 (to the extent applicable). In each of the preceding clauses (i), (ii) or (vi) of this Section 6.03(a), in one transaction the case of any merger, consolidation or amalgamation involving the Borrower, if the Person surviving such merger, consolidation or amalgamation is not the Borrower (any such Person, the “Successor Company”), (A) in the case of a series merger, consolidation or amalgamation involving the Borrower, the Successor Company shall be an entity organized or existing under the Laws of related transactionsthe United States, any state thereof, the District of Columbia or any territory thereof, (B) [reserved], (C) 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, (D) each Guarantor of the Obligations of the Borrower, unless it is the other party to such merger, consolidation or amalgamation, shall have confirmed that its Guarantee shall apply to the Successor Company’s obligations under the Loan Documents, (E) each Guarantor of the Obligations of the Borrower, unless it is the other party to such merger, consolidation or amalgamation, shall have by a supplement to applicable Security Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (F) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (D) and (G) the Successor Company shall have delivered to the Administrative Agent an officer’s certificate stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents; provided that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement.
(b) The Borrower will not, and will not permit any Restricted Subsidiary to, liquidate or dissolve or transfer, convey, sell, lease, assign or otherwise dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
that (i) any Person may merge or be consolidated with or into the Borrower in a transaction in which the Borrower is the continuing or surviving Person;
(ii) any Person Subsidiary (other than the Borrower) may merge transfer, convey, sell, lease, assign or consolidate with otherwise dispose of all or into any Restricted Subsidiary in a transaction in which portion of its assets (upon liquidation, dissolution, winding-up or any similar transaction) to the surviving entity is Borrower or becomes a Restricted Subsidiary; provided that, if such Person is a any Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(ivii) any Restricted Subsidiary may Dispose of its assets, and (other than the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and
(vBorrower) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (iii) any Restricted Subsidiary that is not a Loan Party may transfer, convey, sell, lease, assign or otherwise dispose of all or any portion of its assets (upon liquidation, dissolution, winding-up or any similar transaction) to the Borrower or any other Restricted Subsidiary, (iv) any Loan Party (other than the Borrower) may transfer all or any portion of its assets (upon liquidation, dissolution, winding-up or any similar transaction) to the Borrower or any other Subsidiary Guarantor, (v) [reserved], (vi) the Borrower or any Restricted Subsidiary may change its legal form, (vii) any merger the purpose and only substantive effect of which is to reincorporate or reorganize the Borrower or any Subsidiary in another jurisdiction in the United States, any state thereof or the District of Columbia shall be permitted and (viii) any Restricted Subsidiary (other than the Borrower) may transfer all or any portion of its assets (upon liquidation, dissolution, winding-up or any similar transaction) to any Person in order to effect an Investment permitted pursuant to Section 6.04 (other than Section 6.04(aa)) or a sale, transfer or other disposition permitted pursuant to Section 6.05 (other than Section 6.05(l)).
Appears in 3 contracts
Sources: Incremental Facility Amendment (KC Holdco, LLC), First Lien Credit Agreement (KC Holdco, LLC), Second Lien Credit Agreement (KC Holdco, LLC)
Fundamental Changes. The Borrower will notNo Credit Party shall, and will not nor shall it permit any Restricted Subsidiary of its Subsidiaries to, dissolve, liquidate, merge into or consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries assets (in each case, whether now owned or hereafter acquired), ) to or liquidate or dissolvein favor of any Person, except that, if at the time thereof and immediately after giving effect thereto so long as no Default shall have occurred and be continuing:exists or would result therefrom (subject to Section 8.12):
(a) (i) any Person Wholly-Owned Subsidiary of the Borrower may merge be merged, amalgamated or be consolidated with or into the Borrower in a transaction in which so long as the Borrower is the continuing or surviving Person;
entity and (ii) any Person (other than Wholly-Owned Subsidiary of the Borrower) Borrower may merge be merged, amalgamated or consolidate consolidated with or into any Restricted Subsidiary in a Guarantor so long as the Guarantor shall be the continuing or surviving entity, or simultaneously with such transaction in which the continuing or surviving entity is or becomes shall become a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is Guarantor and the Borrower or is or substantially concurrently becomes a Subsidiary Guarantorand such Guarantor (and each other relevant Credit Party) shall otherwise comply with Section 7.11 in connection therewith;
(iiib) (i) any mergerNon-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, consolidationamalgamated or consolidated with or into, Dispositionor be liquidated into, liquidation any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or dissolution not prohibited by Sections 6.04consolidated with or into, 6.05 and 6.11 shall or be permittedliquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(ivc) any Restricted Subsidiary may Dispose dispose of all or substantially all of its assetsassets (upon voluntary liquidation, and dissolution, winding up or otherwise) to the Borrower or any Restricted Guarantor, provided that, with respect to any such Disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any acquisition permitted hereunder (including any Permitted Acquisition), provided that in the case of any stock of merger involving a Wholly-Owned Subsidiary that is a Domestic Subsidiary, (i) a Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Guarantor and the Borrower and such Guarantor (and each other relevant Credit Party) shall comply with Section 7.11 in connection therewith;
(f) any Person may merge into the Borrower or any of its Restricted SubsidiariesWholly-Owned Subsidiaries in connection with a Permitted Acquisition, provided that (i) in each the case to of a merger involving the Borrower or to another Restricted Subsidiarya Guarantor, the continuing or surviving Person shall be the Borrower or such Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the Borrower; and
(vg) any Restricted Subsidiary that has no (or only de minimis) assets or operations at such time, and owns no other Subsidiary (unless such other Subsidiary also has no (or only de minimis) assets or operations as such time) may liquidate be disposed, liquidated, dissolved, wound down or dissolve if merged with and into any other Subsidiary (with such other Subsidiary being the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenderssurviving entity).
Appears in 3 contracts
Sources: Credit Agreement (Ebix Inc), Credit Agreement (Ebix Inc), Credit Agreement (Ebix Inc)
Fundamental Changes. The Borrower will notMerge, and will not permit consolidate or enter into any Restricted Subsidiary to, merge into or consolidate similar combination with any other PersonPerson or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(i) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 8.14 in connection therewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or permit be liquidated into, any other Person to merge into Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidate consolidated with itor into, or Dispose be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets, or ;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of the stock its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of any all or substantially all of its Restricted Subsidiaries assets (in each caseupon voluntary liquidation, whether now owned dissolution, winding up or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 9.5;
(f) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 8.15 in connection therewith); and
(g) any Person may merge or be consolidated with or into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a transaction Permitted Acquisition; provided that (i) in which the case of a merger involving the Borrower is the continuing or surviving Person;
(ii) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the continuing or surviving entity is Person shall be the Borrower or is such Subsidiary Guarantor and (ii) the continuing or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 surviving Person shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted a Wholly-Owned Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and
(v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersBorrower.
Appears in 3 contracts
Sources: Credit Agreement (Patrick Industries Inc), Credit Agreement (Patrick Industries Inc), Credit Agreement (Patrick Industries Inc)
Fundamental Changes. The Borrower will notEnter into any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(ia) any Person Restricted Subsidiary of the Borrower may merge be merged or be consolidated with or into the Borrower in a transaction in which (provided, that the Borrower is shall be the continuing or surviving Person;
(iicorporation) any Person (other than the Borrower) may merge or consolidate with or into any other Restricted Subsidiary in a transaction in which the surviving entity (provided, that when any Subsidiary Guarantor is merging with or becomes a into another Restricted Subsidiary; provided that, if such Person is Subsidiary Guarantor shall be the continuing or surviving corporation or the continuing or surviving corporation shall, substantially simultaneously with such merger or consolidation, become a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor);
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(ivi) any Restricted Subsidiary of the Borrower may Dispose of any or all of its assets, and assets (x) to the Borrower or any Restricted Subsidiary Guarantor (upon voluntary liquidation or otherwise) or (y) pursuant to a Disposition permitted by Section 7.5 and (ii) the Borrower may Dispose of any stock of any dispose of its Restricted Subsidiaries, in each case assets pursuant to the Borrower or to another Restricted Subsidiary; anda Disposition permitted by Section 7.5;
(vc) any Restricted Subsidiary of the Borrower that is not a Loan Party may dispose of all or substantially all of its assets to any Group Member;
(d) any Restricted Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that if such Restricted Subsidiary is a Loan Party, any assets or business not otherwise disposed of or transferred in accordance with Section 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution; and
(e) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation.
Appears in 3 contracts
Sources: Credit Agreement (WEB.COM Group, Inc.), Credit Agreement (WEB.COM Group, Inc.), Credit Agreement (WEB.COM Group, Inc.)
Fundamental Changes. The Borrower will notMerge, and will not permit consolidate or enter into any Restricted Subsidiary to, merge into or consolidate with any other Personsimilar combination with, or permit enter into any other Person to merge into or consolidate with it, or Dispose Asset Disposition of (in one transaction or in a series of related transactions) all or substantially all of its assetsassets (whether in a single transaction or a series of transactions) with, any other Person or all liquidate, wind-up or substantially all of the stock of dissolve itself (or suffer any of its Restricted Subsidiaries (in each case, whether now owned liquidation or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuingdissolution) except:
(a) (i) any Person Subsidiary of the Borrower may merge be merged, amalgamated or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
entity) or (ii) any Person (other than Subsidiary of the Borrower) Borrower may merge be merged, amalgamated or consolidate consolidated with or into into, or be liquidated or dissolved into, any Restricted Subsidiary in a transaction in which Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 8.14 in connection therewith within the time period specified therein, in each case, to the extent required to do so);
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or becomes consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, if with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition paid by any Credit Party shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 9.5 (other than Section 9.5(h));
(f) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any acquisition permitted hereunder (including, without limitation, any Permitted Acquisition); provided that in the case of any merger involving a Wholly-Owned Subsidiary that is a Subsidiary Guarantor, (i) a Subsidiary Guarantor shall be the continuing or surviving entity is or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;shall comply with Section 8.14 in connection therewith within the time period specified therein; and
(iiig) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary Person may Dispose of its assets, and merge into the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, Wholly-Owned Subsidiaries in each connection with a Permitted Acquisition; provided that (i) in the case to of a merger involving the Borrower or to another Restricted Subsidiary; and
(v) any Restricted a Subsidiary may liquidate Guarantor, the continuing or dissolve if surviving Person shall be the Borrower determines or such Subsidiary Guarantor (or the continuing or surviving Person shall, simultaneously with such transaction, become a Subsidiary Guarantor and the Borrower shall comply with Section 8.14 in good faith that such liquidation connection therewith within the time period specified therein) and (ii) the continuing or dissolution is in surviving Person shall be the best interests Borrower or a Wholly-Owned Subsidiary of the Borrower and is not materially disadvantageous to the LendersBorrower.
Appears in 3 contracts
Sources: Credit Agreement (Switch, Inc.), Credit Agreement (Switch, Inc.), Credit Agreement (Switch, Inc.)
Fundamental Changes. The Borrower will notEnter into any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(i) any Person Subsidiary of the Borrower may merge be merged or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
corporation), (ii) any Person Subsidiary of MVWC (other than the BorrowerBorrower and its Subsidiaries) may merge be merged or consolidate consolidated with or into MVWC (provided that MVWC shall be the continuing or surviving corporation) or with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
of MVWC and (iii) any merger, consolidation, Disposition, liquidation Subsidiary of the Borrower may be merged or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 consolidated with or into any Wholly Owned Subsidiary Guarantor (provided that the Wholly Owned Subsidiary Guarantor shall be permittedthe continuing or surviving corporation);
(ivi) any Restricted Subsidiary of the Borrower may Dispose of any or all of its assets, and assets (A) to the Borrower or any Restricted Wholly Owned Subsidiary Guarantor (upon voluntary liquidation or otherwise) or (B) pursuant to a Disposition permitted by Section 7.6, and (ii) any Subsidiary of MVWC (other than the Borrower and its Subsidiaries) may Dispose of any stock of any or all of its Restricted Subsidiariesassets (A) to MVWC or any Subsidiary (upon voluntary liquidation or otherwise) or (B) pursuant to a Disposition permitted by Section 7.6;
(c) any Investment expressly permitted by Section 7.9 may be structured as a merger, in each case to the Borrower consolidation or to another Restricted Subsidiaryamalgamation; and
(vd) the restrictions contained in this Section 7.5 shall not apply to any Restricted Subsidiary may liquidate or dissolve if transaction entered into in connection with the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersSpin-Off.
Appears in 3 contracts
Sources: Credit Agreement (MARRIOTT VACATIONS WORLDWIDE Corp), Credit Agreement (MARRIOTT VACATIONS WORLDWIDE Corp), Amendment and Restatement Agreement (Marriott Vacations Worldwide Corp)
Fundamental Changes. The Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(i) any Wholly-Owned Subsidiary of the Borrower will notmay be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Guarantor (provided that the Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Guarantor and will the Loan Parties shall comply with Section 6.14 in connection therewith);
(b) (i) any Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Foreign Subsidiary and (ii) any Domestic Subsidiary that is not permit a Guarantor may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Domestic Subsidiary that is not a Guarantor;
(c) any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or Dispose may dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Guarantor; provided that, with respect to any such disposition by any Restricted Subsidiary that is not a Guarantor, the consideration for such disposition shall not exceed the fair market value of such assets, or ;
(i) any Foreign Subsidiary may dispose of all or substantially all of the stock of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any of its other Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof Subsidiary that is not a Guarantor and immediately after giving effect thereto no Default shall have occurred and be continuing:
(i) any Person may merge or be consolidated with or into the Borrower in a transaction in which the Borrower is the continuing or surviving Person;
(ii) any Person (other than the Borrower) Domestic Subsidiary that is not a Guarantor may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is dispose of all or substantially concurrently becomes all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Domestic Subsidiary that is not a Subsidiary Guarantor;
(iiie) any merger, consolidation, Disposition, liquidation or dissolution not prohibited Dispositions permitted by Sections 6.04, 6.05 and 6.11 shall be permittedSection 7.05;
(ivf) any Investment permitted by Section 7.02 may be structured as, or consummated pursuant to, a merger, consolidation or amalgamation; provided, that in the case of any such merger, consolidation or amalgamation of (i) the Borrower, the Borrower shall be the continuing, surviving or resulting entity or (ii) any other Loan Party, the surviving, continuing or resulting legal entity of such merger, consolidation or amalgamation is a Loan Party (or substantially simultaneously with such transaction, the continuing, surviving or resulting entity shall become a Guarantor) and, in all cases, such Loan Parties shall comply with Section 6.14 in connection therewith; or
(g) any Restricted Subsidiary may Dispose liquidate, wind-up or dissolve itself after having disposed of all or substantially all of its assets, and the Borrower or any Restricted Subsidiary may Dispose assets in a transaction permitted by another clause of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and
(v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lendersthis Section 7.04.
Appears in 3 contracts
Sources: Credit Agreement (Coeur Mining, Inc.), Credit Agreement (Coeur Mining, Inc.), Credit Agreement (Coeur Mining, Inc.)
Fundamental Changes. The Borrower will notMerge, and will not permit any Restricted Subsidiary to, merge into consolidate or consolidate with any other Personamalgamate, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assetsassets or business, except that:
(a) the Borrower or any of its Subsidiaries may merge or consolidate with any Person; provided that (A) in the case of any merger or consolidation involving the Borrower, the Borrower shall be the continuing or surviving corporation and the shareholders of the Borrower immediately prior to such merger or consolidation shall hold at least a majority of the outstanding shares of the combined entity immediately after the consummation of such merger or consolidation; (B) in the case of any merger or consolidation involving a Loan Party, the surviving entity shall be a Loan Party; and (C) in the case of any merger or consolidation involving a Broker-Dealer Subsidiary, the surviving entity shall be a Broker-Dealer Subsidiary;
(b) any Subsidiary of the Borrower may Dispose of all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
assets (i) any Person may merge or be consolidated with or into the Borrower in a transaction in which the Borrower is the continuing or surviving Person;
(ii) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and to the Borrower or any Restricted Subsidiary may Dispose Subsidiary; provided that (A) in the case of any stock such Disposition by any Guarantor, the transferee entity shall be a Loan Party and (B) in the case of any of its Restricted Subsidiariessuch Disposition by any Broker-Dealer Subsidiary, in each case the transferee entity shall be a Broker-Dealer Subsidiary or (ii) pursuant to the Borrower a Disposition permitted by Section 6.5;
(c) any Investment expressly permitted by Section 6.8 may be structured as a merger, consolidation or to another Restricted Subsidiaryamalgamation; and
(vd) any Restricted Subsidiary of the Borrower may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLenders and (ii) in the case of a liquidation or dissolution of a Broker-Dealer Subsidiary, such liquidation or dissolution is into another Broker-Dealer Subsidiary.
Appears in 3 contracts
Sources: Credit Agreement (SWS Group Inc), Funding Agreement (Hilltop Holdings Inc.), Credit Agreement (SWS Group Inc)
Fundamental Changes. The Borrower will notEnter into any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(i) any Person Subsidiary of the Borrower may merge be merged or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
corporation) or with or into any Subsidiary Guarantor (provided that a Subsidiary Guarantor shall be the continuing or surviving corporation), (ii) any Person Restricted Subsidiary that is not a Subsidiary Guarantor may be merged or consolidated with or into any other Restricted Subsidiary that is not a Subsidiary Guarantor and (other than the Borroweriii) any Unrestricted Subsidiary may merge be merged or consolidate consolidated with or into any Restricted Subsidiary in a transaction in which the surviving entity that is or becomes a Restricted Subsidiary; provided that, if such Person is not a Subsidiary Guarantor, Guarantor (provided that the Restricted Subsidiary shall be the continuing or surviving entity is corporation);
(i) any Subsidiary of the Borrower may Dispose of any or all of its assets (A) to the Borrower or is or substantially concurrently becomes a any Subsidiary Guarantor;
Guarantor (iii) any merger, consolidation, Disposition, upon voluntary liquidation or dissolution not prohibited otherwise) or (B) pursuant to a Disposition permitted by Sections 6.04, 6.05 Section 7.5 and 6.11 shall be permitted;
(ivii) any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted that is not a Subsidiary Guarantor may Dispose of any stock of any or all of its assets to any other Restricted SubsidiariesSubsidiary that is not a Loan Party;
(c) any Disposition permitted by Section 7.5 may be effected through a merger, in each case to the Borrower consolidation or to another Restricted Subsidiaryamalgamation;
(d) any Investment expressly permitted by Section 7.6 may be effected through a merger, consolidation or amalgamation; and
(ve) any Restricted Subsidiary (other than a Subsidiary Guarantor) may liquidate liquidate, wind up or dissolve if the Borrower determines in good faith that such liquidation liquidation, winding-up or dissolution is in the best interests interest of the Borrower and is not materially disadvantageous to the Lenders.
Appears in 3 contracts
Sources: Credit Agreement (MSC Industrial Direct Co Inc), Credit Agreement (MSC Industrial Direct Co Inc), Credit Agreement (MSC Industrial Direct Co Inc)
Fundamental Changes. The Borrower will notConsummate any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, Property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(a) (i) any Person Restricted Subsidiary may merge be merged, amalgamated or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
corporation) or (ii) any Person (other than the Borrower) Restricted Subsidiary may merge be merged, amalgamated or consolidate consolidated with or into any Restricted Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 5.8 in a transaction in which the surviving entity connection therewith);
(b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(ivc) any Restricted Subsidiary may Dispose of all or substantially all of its assets, and assets upon voluntary liquidation or otherwise to the Borrower or any Restricted Subsidiary Guarantor;
(d) any Non-Guarantor Subsidiary may Dispose of any stock of any all or substantially all of its Restricted Subsidiariesassets (upon voluntary liquidation, in each case dissolution, winding-up or otherwise) to the Borrower or to another any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; and;
(ve) Dispositions permitted by Section 6.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 6.5 may be consummated;
(f) any Investment expressly permitted by Section 6.7 may be structured as a merger, consolidation or amalgamation;
(g) the transactions contemplated under the Transaction Documents;
(h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests interest of the Borrower and is not materially disadvantageous to the LendersLenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 6.4 or 6.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution; and
(i) any such transaction may be effected to the extent such transaction constitutes a Change of Control and the Borrower complies with the requirements set forth in Section 2.6 within the period of time set forth therein.
Appears in 3 contracts
Sources: Mezzanine Credit Agreement (Booz Allen Hamilton Holding Corp), Mezzanine Credit Agreement (Booz Allen Hamilton Holding Corp), Mezzanine Credit Agreement (Booz Allen Hamilton Holding Corp)
Fundamental Changes. The Borrower will notConsummate any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit Division (or similar transaction), or liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assetsProperty or business, or all division or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, similar transaction except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(i) (i) any Person Restricted Subsidiary may merge be merged, amalgamated, liquidated or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Personcorporation) or (ii) any Restricted Subsidiary may be merged, amalgamated, liquidated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.11 in connection therewith);
(ii) any Person (other than the Borrower) Non-Guarantor Subsidiary may merge be merged or consolidate consolidated with or into into, or be liquidated into, any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted other Non-Guarantor Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any mergerNon-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, consolidationdissolution, Disposition, liquidation winding-up or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permittedotherwise) to any Restricted Subsidiary;
(iv) any Restricted Subsidiary Dispositions permitted by Section 7.05 may Dispose of its assets, and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; andbe consummated;
(v) any Restricted Investment expressly permitted by Section 7.02 may be structured as a merger, consolidation or amalgamation;
(vi) any Excluded Subsidiary may liquidate be dissolved or dissolve if liquidated; and
(vii) So long as no Default or Event of Default is continuing or would result therefrom, Holdings may be merged with and into Parent, with Parent being the Borrower determines surviving entity in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lendersmerger.
Appears in 3 contracts
Sources: Credit Agreement (Vince Holding Corp.), Credit Agreement (Vince Holding Corp.), Credit Agreement (Vince Holding Corp.)
Fundamental Changes. The Borrower will notMerge, and will not permit consolidate or enter into any Restricted Subsidiary to, merge into or consolidate similar combination with any other Person(including by division), or permit enter into any other Person to merge into or consolidate with it, or Dispose Asset Disposition of (in one transaction or in a series of related transactions) all or substantially all of its assetsassets (whether in a single transaction or a series of transactions) with, any other Person or all liquidate, wind-up or substantially all of the stock of dissolve itself (or suffer any of its Restricted Subsidiaries (in each case, whether now owned liquidation or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuingdissolution) except:
(i) any Person Wholly-Owned Subsidiary of the Borrower may merge be merged, amalgamated or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
entity) or (ii) any Person (other than Wholly-Owned Subsidiary of the Borrower) Borrower may merge be merged, amalgamated or consolidate consolidated with or into any Restricted Guarantor (provided that the Guarantor shall be the continuing or surviving entity);
(i) any Non-Guarantor Subsidiary in that is a transaction in which Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, or may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, or may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the surviving entity is Borrower or becomes a Restricted Subsidiaryany Guarantor; provided that, if with respect to any such Person is a Subsidiary Guarantordisposition by any Non-Guarantor Subsidiary, the surviving entity is consideration for such disposition shall not exceed the Borrower or is or substantially concurrently becomes a Subsidiary Guarantorfair value of such assets;
(iiid) any mergerWholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any Permitted Acquisition; provided that in the case of any merger involving a Wholly-Owned Subsidiary that is a Domestic Subsidiary, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 a Guarantor shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower continuing or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiarysurviving entity; and
(ve) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersAsset Dispositions permitted by Section 7.5 (other than clause (d) thereof).
Appears in 2 contracts
Sources: Credit Agreement (Atrion Corp), Credit Agreement (Atrion Corp)
Fundamental Changes. The Borrower will notMerge, and will not wind up, dissolve or liquidate into or consolidate with (or any local law equivalent thereof) any Person or permit any Person to merge, liquidate into it, or consummate a Division as the Dividing Person, or permit any Restricted Subsidiary toof the Borrower to do so, merge except that:
(a) any Domestic Subsidiary that is a Restricted Subsidiary may merge, wind up, dissolve or liquidate into or consolidate with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person of such transaction or (ii) any one or more other Domestic Subsidiaries that are Restricted Subsidiaries; provided that, if the merger, wind up, dissolution, liquidation or consolidation involves a Guarantor, the continuing or surviving Person of such transaction shall either be such Guarantor or become a Guarantor pursuant to the terms of Section 5.10;
(b) any Foreign Subsidiary may merge, wind up, dissolve or liquidate into or consolidate with (i) any one or more other Foreign Subsidiaries or (ii) with any Domestic Subsidiary that is a Restricted Subsidiary (provided that such Domestic Subsidiary is the continuing or surviving Person of such transaction);
(c) any Restricted Subsidiary that is not a Loan Party may merge, wind up, dissolve or liquidate into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or Dispose of (in one transaction or in Restricted Subsidiary that is not a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(i) any Person may merge or be consolidated with or into the Borrower in a transaction in which the Borrower is the continuing or surviving PersonLoan Party;
(ii) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(ivd) any Restricted Subsidiary may Dispose of its assetsmerge, and the Borrower wind up, dissolve or liquidate into or consolidate with another Person to effectuate an Investment permitted under Section 6.06 (including any merger, windup, dissolution, liquidation or consolidation to effectuate a Permitted Acquisition) or any Disposition permitted under Section 6.05 (other than clause (b) thereof);
(e) any Restricted Subsidiary that is an LLC may Dispose consummate a Division as the Dividing Person if, immediately upon the consummation of any stock the Division, the assets of any of its Restricted Subsidiariesthe applicable Dividing Person are held by one or more Loan Parties at such time, or, with respect to assets not so held by one or more Loan Parties, such Division, in each case to the Borrower or to another Restricted Subsidiaryaggregate, would otherwise result in a Disposition permitted by Section 6.05 (other than clause (b) thereof); and
(vf) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous its Restricted Subsidiaries may effectuate the Spin-Off Transactions on the Closing Date to the Lendersextent (i) described in the Registration Statement or (ii) otherwise disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Closing Date and (x) filed by the Borrower with the SEC and/or (y) obtained by the Company or the Borrower from the IRS.
Appears in 2 contracts
Sources: Credit Agreement (Phinia Inc.), Credit Agreement (Phinia Inc.)
Fundamental Changes. The Borrower will notMerge, and will not permit any Restricted Subsidiary todissolve, merge into or liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries assets (in each case, whether now owned or hereafter acquired), ) to or liquidate or dissolvein favor of any Person, except that, if at the time thereof and immediately after giving effect thereto so long as no Default shall have occurred and be continuingexists or would result therefrom:
(a) any Subsidiary may merge with (i) any Person may merge or be consolidated with or into the Borrower, provided that the Borrower in a transaction in which shall be the Borrower continuing or surviving Person and (ii) any Subsidiary, provided that (A) when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person, (B) when any Guarantor is merging with another Subsidiary, the continuing or surviving Person shall be a Guarantor and (C) if as a result thereof, the Borrower owns, directly or indirectly, less of such Subsidiary’s equity interests than it did prior to the merger, such merger shall also constitute a Disposition subject to Section 7.05 (and must be permitted by any clause thereof other than Section 7.05(g));
(iib) any Person a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(g)(A));
(c) the Borrower or any Guarantor may effect any Permitted Acquisition or any other Investment permitted by Section 7.02(k) or (o); provided that (i) in any such transaction involving the Borrower, the Borrower shall be the continuing or surviving Person and (ii) may merge or consolidate with or into in any Restricted Subsidiary in such transaction involving a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the continuing or surviving entity is the Borrower or is or substantially concurrently becomes Person shall be a Subsidiary Guarantor;; and
(iiid) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower all or any Restricted Subsidiary may Dispose of any stock of any substantially all of its Restricted Subsidiariesassets (upon voluntary liquidation, in each case dissolution or otherwise) (i) to the Borrower or to another Restricted a Guarantor, or (ii) if the transferor is not a Guarantor, to any other Subsidiary; and
(v) any Restricted Subsidiary may liquidate or dissolve provided in each case that if the Borrower determines transferor in good faith that such liquidation or dissolution a transaction is in a wholly-owned Subsidiary, then the best interests of transferee must either be the Borrower and is not materially disadvantageous to the Lendersor a wholly-owned Subsidiary.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Post Holdings, Inc.)
Fundamental Changes. The Merge, consolidate (it being acknowledged that the term “consolidate” does not include any consolidation occurring solely pursuant to GAAP of the financial results of the Borrower will not, and will not permit with the financial results of Standard General or SDOI) or enter into any Restricted Subsidiary to, merge into or consolidate with any other Personsimilar combination with, or permit enter into any other Person to merge into or consolidate with it, or Dispose Asset Disposition of (in one transaction or in a series of related transactions) all or substantially all of its assetsassets (whether in a single transaction or a series of transactions) with, any other Person or all liquidate, wind‑up or substantially all of the stock of dissolve itself (or suffer any of its Restricted Subsidiaries (in each case, whether now owned liquidation or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuingdissolution) except:
(a) (i) any Person Wholly‑owned Subsidiary of the Borrower may merge be merged, amalgamated or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
entity) or (ii) any Person (other than Wholly‑owned Subsidiary of the Borrower) Borrower may merge be merged, amalgamated or consolidate consolidated with or into any Restricted Subsidiary in a transaction in which Guarantor (provided that the Guarantor shall be the continuing or surviving entity is or becomes simultaneously with such transaction, the continuing or surviving entity shall become a Restricted SubsidiaryGuarantor and the Borrower shall comply with Section 6.14 in connection therewith);
(b) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Guarantor;
(c) any Wholly‑owned Subsidiary of the Borrower may merge with or into the Person such Wholly‑owned Subsidiary was formed to acquire in connection with any acquisition permitted hereunder (including any Permitted Acquisition permitted pursuant to Section 7.3(e)); provided that, if such Person in the case of any merger involving a Wholly‑owned Subsidiary that is a Subsidiary GuarantorDomestic Subsidiary, (i) a Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity is shall become a Guarantor and the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;shall comply with Section 6.14 in connection therewith; and
(iiid) any mergerAcquired Entity may be merged, consolidation, Disposition, liquidation amalgamated or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and consolidated with or into the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, Subsidiaries in each case to connection with a Permitted Acquisition in a manner consistent with the Borrower or to another Restricted Subsidiary; and
(v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests definition of the Borrower and is not materially disadvantageous to the Lenders“Acquired Entity”.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Turning Point Brands, Inc.), Second Lien Credit Agreement (Turning Point Brands, Inc.)
Fundamental Changes. The Borrower will notConsummate any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, Property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(a) (i) any Person Restricted Subsidiary may merge be merged, amalgamated or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
corporation) or (ii) any Person (other than the Borrower) Restricted Subsidiary may merge be merged, amalgamated or consolidate consolidated with or into any Restricted Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith);
(b) any Non-Guarantor Subsidiary that is a transaction in which the surviving entity Foreign Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is or becomes a Restricted Subsidiary; provided that, if such Person and any Non-Guarantor Subsidiary that is a Domestic Subsidiary Guarantormay be merged or consolidated with or into, the surviving entity or be liquidated into, any other Non-Guarantor Subsidiary that is the Borrower or is or substantially concurrently becomes a Subsidiary GuarantorDomestic Subsidiary;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(ivc) any Restricted Subsidiary may Dispose of all or substantially all of its assets, and assets upon voluntary liquidation or otherwise to the Borrower or any Restricted Subsidiary Guarantor; provided that any such Dispositions by any Non-Guarantor Subsidiary to the Borrower or any Subsidiary Guarantor shall be for consideration not exceeding the fair market value of such assets or, to the extent such consideration exceeds the fair market value, the Excess Amount is permitted by Section 7.7(y);
(d) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may Dispose of any stock of any all or substantially all of its Restricted Subsidiariesassets (upon voluntary liquidation, in each case dissolution, winding-up or otherwise) to the Borrower or to another any other Non-Guarantor Subsidiary that is a Restricted Subsidiary, and any Non-Guarantor Subsidiary that is a Domestic Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) Dispositions permitted by Section 7.5 may be consummated;
(f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; and
(vg) any Restricted Subsidiary the transactions contemplated under the Transaction Documents may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lendersbe consummated.
Appears in 2 contracts
Sources: Credit Agreement (Allison Transmission Holdings Inc), Credit Agreement (Allison Transmission Holdings Inc)
Fundamental Changes. The Borrower will notEnter into any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(ia) any Person Subsidiary of the Borrower may merge be merged or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
(iicorporation) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving corporation);
(b) any Subsidiary of the Borrower that is not a transaction in which Subsidiary Guarantor may be merged or consolidated with or into any other Subsidiary of the surviving entity Borrower that is or becomes a Restricted Subsidiary; provided that, if such Person is not a Subsidiary Guarantor; provided that if one Subsidiary to such merger or consolidation is a Wholly Owned Subsidiary, the Wholly Owned Subsidiary shall be the continuing or surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantorcorporation;
(iiic) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary of the Borrower may Dispose of any or all of its assets, and assets (i) to the Borrower or any Restricted Subsidiary Guarantor (upon voluntary liquidation or otherwise), (ii) to a Subsidiary that is not a Subsidiary Guarantor if the Subsidiary making the Disposition is not a Subsidiary Guarantor; provided that any such Disposition by a Wholly Owned Subsidiary must be to a Wholly Owned Subsidiary, or (iii) pursuant to a Disposition permitted by Section 6.4;
(d) any Investment expressly permitted by Section 6.7 may be structured as a merger, consolidation or amalgamation;
(e) any Subsidiary may Dispose of be dissolved or liquidated so long as any stock of Dispositions in connection with any of its Restricted Subsidiaries, in each case to the Borrower such liquidation or to another Restricted Subsidiarydissolution are permitted under Section 6.3(c); and
(vf) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersPermitted Restructuring Transaction shall be permitted.
Appears in 2 contracts
Sources: Credit Agreement (Visteon Corp), Credit Agreement (Visteon Corp)
Fundamental Changes. The Borrower will notEnter into any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assetsproperty or business, except that:
(a) any Subsidiary of Holdings (other than BA, CA or Bidco) may be merged or consolidated with or into (i) BA or CA (provided that BA or CA, as applicable, shall be the continuing or surviving entity and no Subsidiary of BA may merge into or be consolidated with CA pursuant to this clause (i)), (ii) any Wholly Owned Subsidiary Guarantor (provided that the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving entity and no Subsidiary of BA may merge into or be consolidated with a Non-BA Loan Party pursuant to this clause (ii)), (iii) to the extent permitted by and subject to Section 8.8(e), (f), (m) or (n), any other Subsidiary of Holdings that is not a Wholly Owned Subsidiary Guarantor (provided that the aggregate fair market value of the assets of any Subsidiaries of Holdings merging or consolidating with any other Subsidiary of Holdings that is not a Wholly Owned Subsidiary Guarantor pursuant to this clause (iii) shall not exceed $25,000,000 during the term of this Agreement) or (iv) to the extent permitted by and subject to Section 8.8(e), (f), (m) or (n), any Non-BA Loan Party;
(i) any Subsidiary of Holdings (other than a BA Loan Party, CA or Bidco) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to BA, CA or any Wholly Owned Subsidiary Guarantor or, to the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquiredextent permitted by and subject to Section 8.8(e), (f), (m) or liquidate or dissolve(n), except thatany other Subsidiary of Holdings that is not a Wholly Owned Subsidiary Guarantor, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(i) any Person may merge or be consolidated with or into the Borrower in a transaction in which the Borrower is the continuing or surviving Person;
(ii) any Person BA Loan Party (other than BA) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any BA Loan Party or, to the Borrowerextent permitted by and subject to Section 8.8(e), (f), (m) or (n), to any Non-BA Loan Party;
(c) any Subsidiary of Holdings that is not a Loan Party may Dispose of all or substantially all of its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary of Holdings that is not a Loan Party or (ii) to any Loan Party (other than Holdings);
(d) any Subsidiary of Holdings (other than a Borrower or Bidco) may merge or consolidate with or into any Restricted Subsidiary in another Person to effect a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantorpermitted under Section 8.8;
(iiie) any a merger, consolidationdissolution, Dispositionliquidation, liquidation consolidation or dissolution not prohibited by Sections 6.04Disposition of any Subsidiary of Holdings (other than BA, 6.05 and 6.11 CA or Bidco), the purpose of which is to effect transactions permitted under Section 8.5 (but only if in each case no Event of Default would be caused as a result thereof) shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and
(vf) any Restricted Subsidiary of Holdings (other than BA, CA or Bidco) may liquidate or dissolve or change its legal form if the Borrower Holdings determines in good faith that such liquidation or dissolution action is in the best interests of the Borrower Holdings and its Subsidiaries and is not materially disadvantageous to the Lenders.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Gogo Inc.), Credit Agreement (Gogo Inc.)
Fundamental Changes. The Borrower will notConsummate any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assetsProperty or business (including, or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquiredpursuant to a Division), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(i) any Person Restricted Subsidiary may merge be merged, amalgamated, liquidated or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Personcorporation) or (ii) any Restricted Subsidiary may be merged, amalgamated, liquidated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.11 in connection therewith);
(ii) any Person (other than the Borrower) Non-Guarantor Subsidiary may merge be merged or consolidate consolidated with or into into, or be liquidated into, any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted other Non-Guarantor Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any mergerNon-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, consolidationdissolution, Disposition, liquidation winding-up or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permittedotherwise) to any Restricted Subsidiary;
(iv) any Restricted Subsidiary Dispositions permitted by Section 7.05 may Dispose of its assets, and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; andbe consummated;
(v) any Restricted Investment expressly permitted by Section 7.02 may be structured as a merger, consolidation or amalgamation;
(vi) any Excluded Subsidiary may liquidate be dissolved or dissolve if liquidated;
(vii) So long as no Default or Event of Default is continuing or would result therefrom, Holdings may be merged with and into Parent, with Parent being the Borrower determines surviving entity in good faith that such liquidation or dissolution is merger; and
(viii) the Loan Parties may effect the ▇▇▇▇▇▇ Intellectual Property Sale, the ▇▇▇▇▇▇ Liquidation, the ▇▇▇▇▇▇ Intellectual Property Sale and the ABG IP Sale (in the best interests case of the Borrower and is not materially disadvantageous ABG IP Sale, subject in all respects to the Lendersterms and conditions of the Third Amendment) and any assignment for the benefit of creditors in any jurisdiction relating to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Retail Stores, LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Design Limited (provided that the Loan Parties may not assume or otherwise incur any liabilities in connection with any such assignment for the benefit of creditors (other than any liabilities arising as a matter of law)).
Appears in 2 contracts
Sources: Credit Agreement (Vince Holding Corp.), Credit Agreement (Vince Holding Corp.)
Fundamental Changes. The Borrower will notMerge, and will not permit consolidate or enter into any Restricted Subsidiary to, merge into or consolidate with any other Personsimilar combination with, or permit enter into any other Person to merge into or consolidate with it, or Dispose Asset Disposition of (in one transaction or in a series of related transactions) all or substantially all of its assetsassets (whether in a single transaction or a series of transactions) with, any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Subsidiary of Borrower may be merged, amalgamated or consolidated with or into Borrower (provided that Borrower shall be the continuing or surviving entity) or (ii) any Wholly-Owned Subsidiary of Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction or the continuing or surviving entity shall become a Subsidiary Guarantor and Borrower shall comply with Section 8.13 in connection therewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may dispose of all or substantially all of the stock of its assets in connection with any of its Restricted Subsidiaries (in each casevoluntary liquidation, whether now owned dissolution, winding up or hereafter acquired)otherwise to Borrower or any Subsidiary Guarantor and any such Subsidiary without assets or liabilities may liquidate, dissolve or liquidate or dissolve, except wind up; provided that, if at with respect to any such disposition by any Non-Guarantor Subsidiary, the time thereof and immediately after giving effect thereto no Default consideration for such disposition shall have occurred and be continuing:not exceed the fair value of such assets;
(i) any Person Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets in connection with any voluntary liquidation, dissolution, winding up or otherwise to any other Non-Guarantor Subsidiary and any such Subsidiary without assets or liabilities may liquidate, dissolve or wind up and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and any such Subsidiary without assets or liabilities may liquidate, dissolve or wind up;
(e) any Wholly-Owned Subsidiary of Borrower may merge or be consolidated with or into the Borrower Person such Wholly-Owned Subsidiary was formed to acquire in connection with any acquisition permitted hereunder (including, without limitation, any Permitted Acquisition permitted pursuant to Section 9.3(g)); provided that in the case of any merger involving a transaction in which the Borrower Wholly-Owned Subsidiary that is a Domestic Subsidiary, (i) a Subsidiary Guarantor shall be the continuing or surviving Personentity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and Borrower shall comply with Section 8.13 in connection therewith;
(iif) any Person (other than the Borrower) may merge into Borrower or consolidate any of its Wholly-Owned Subsidiaries in connection with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted SubsidiaryPermitted Acquisition permitted pursuant to Section 9.3(g); provided that, if such Person is that (i) in the case of a merger involving Borrower or a Subsidiary Guarantor, the continuing or surviving entity is the Person shall be Borrower or is such Subsidiary Guarantor and (ii) in all other cases, the continuing or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 surviving Person shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted a Wholly-Owned Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted SubsidiaryBorrower; and
(vg) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersAsset Disposition permitted by Section 9.5.
Appears in 2 contracts
Sources: Credit Agreement (Kforce Inc), Credit Agreement (Kforce Inc)
Fundamental Changes. The Borrower will notConsummate any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, Property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(a) (i) any Person Restricted Subsidiary may merge be merged, amalgamated, liquidated or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
corporation) or (ii) any Person Subsidiary may be merged, amalgamated, liquidated or consolidated with or into any Restricted Subsidiary (provided that if one of the parties to such merger, amalgamation or consolidation is a Subsidiary Guarantor, either (x) such Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith);
(b) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, and any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary, and any Non-Guarantor Subsidiary that is a Domestic Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(d) any Restricted Subsidiary (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and
(v) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business not otherwise disposed of or transferred in accordance with Section 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution;
(e) [Intentionally Omitted]; and
(f) Permitted Acquisitions permitted by Section 7.7(e) may be consummated.
Appears in 2 contracts
Sources: First Lien Credit Agreement (PGA Holdings, Inc.), First Lien Credit Agreement (PGA Holdings, Inc.)
Fundamental Changes. The Borrower will notConsummate any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, Property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(a) (i) any Person Restricted Subsidiary may merge be merged, amalgamated or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
corporation) or (ii) any Person (other than the Borrower) Restricted Subsidiary may merge be merged, amalgamated or consolidate consolidated with or into any Restricted Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in a transaction in which the surviving entity connection therewith);
(b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(ivc) any Restricted Subsidiary may Dispose of all or substantially all of its assets, and assets upon voluntary liquidation or otherwise to the Borrower or any Restricted Subsidiary Guarantor;
(d) any Non-Guarantor Subsidiary may Dispose of any stock of any all or substantially all of its Restricted Subsidiariesassets (upon voluntary liquidation, in each case dissolution, winding-up or otherwise) to the Borrower or to another any other Non-Guarantor Subsidiary that is a Restricted Subsidiary;
(e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated;
(f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation;
(g) [Reserved]; and
(vh) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests interest of the Borrower and is not materially disadvantageous to the LendersLenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 (excluding Section 7.5(e)) or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Engility Holdings, Inc.), Second Lien Credit Agreement (Engility Holdings, Inc.)
Fundamental Changes. The Borrower will notMerge, and will not permit any Restricted Subsidiary todissolve, merge into or liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries assets (in each case, whether now owned or hereafter acquired), ) to or liquidate or dissolvein favor of any Person, except that, if at the time thereof and immediately after giving effect thereto so long as no Default shall have occurred and be continuingor Event of Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) any Person may merge or be consolidated with or into the Borrower, provided that the Borrower in shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any First Lien Guarantor or wholly-owned Subsidiary is merging with another Subsidiary (which is not a transaction in which the Borrower is First Lien Guarantor), such First Lien Guarantor or wholly-owned Subsidiary shall be the continuing or surviving Person;
(iib) any Person Subsidiary that is not a First Lien Guarantor may dissolve or liquidate; provided that the board of directors or senior management of the Borrower has determined in good faith that the dissolution or liquidation will not be detrimental to the business of the Borrower and its Subsidiaries, taken as a whole;
(other than c) the Borrower) may merge dissolution, liquidation or consolidate with or into winding up of any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Transitional Subsidiary; provided that, if that any assets of such Person is a Transitional Subsidiary Guarantor, the surviving entity is shall be transferred to the Borrower or is or substantially concurrently becomes a any Subsidiary Guarantorin connection therewith;
(iiid) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permittedInvestments permitted under Section 7.02;
(ive) Dispositions permitted under Section 7.05;
(f) the Borrower or any Subsidiary may merge with any Person as part of a Permitted Acquisition; and
(g) any Restricted Subsidiary may Dispose of its assets, and the Borrower all or any Restricted Subsidiary may Dispose of any stock of any substantially all of its Restricted Subsidiariesassets (upon voluntary liquidation or otherwise), in each case to the Borrower or to another Restricted Subsidiary; and
(v) any Restricted Subsidiary may liquidate or dissolve provided that if the Borrower determines transferor in good faith that such liquidation or dissolution a transaction is in a First Lien Guarantor, then the best interests of transferee must either be the Borrower and is not materially disadvantageous to the Lenders.or another First Lien Guarantor;
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Erickson Air-Crane Inc), Second Lien Credit Agreement (Erickson Air-Crane Inc)
Fundamental Changes. The Borrower will notConsummate any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with it, dissolution) or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, Property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(a) (i) any Person Restricted Subsidiary may merge be merged, amalgamated, liquidated or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
corporation) or (ii) any Person (other than the Borrower) Restricted Subsidiary may merge be merged, amalgamated, liquidated or consolidate consolidated with or into any Restricted Subsidiary in a transaction in which (provided that if one of the surviving entity is parties to such merger, amalgamation or becomes a Restricted Subsidiary; provided that, if such Person consolidation is a Subsidiary Guarantor, either (A) such Subsidiary Guarantor shall be the continuing or surviving entity is corporation or (B) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower or is or substantially concurrently becomes a Subsidiary Guarantorshall comply with Section 6.8 in connection therewith);
(iiib) any mergerNon-Guarantor Subsidiary that is a Foreign Subsidiary may be merged or consolidated with or into, consolidationor be liquidated into, Dispositionany other Non-Guarantor Subsidiary, liquidation and any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged or dissolution not prohibited by Sections 6.04consolidated with or into, 6.05 and 6.11 shall or be permittedliquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(ivc) any Restricted Non-Guarantor Subsidiary that is a Foreign Subsidiary may Dispose of all or substantially all of its assetsassets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary, and the Borrower or any Restricted Non-Guarantor Subsidiary that is a Domestic Subsidiary may Dispose of any stock of any all or substantially all of its Restricted Subsidiariesassets (upon voluntary liquidation dissolution, in each case winding-up or otherwise) to the Borrower or to another Restricted any other Non-Guarantor Subsidiary that is a Domestic Subsidiary; and;
(vd) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business not otherwise disposed of or transferred in accordance with Section 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution;
(e) Permitted Acquisitions permitted by Section 7.7(e) may be consummated; and
(f) the Borrower or any Restricted Subsidiary may consummate any merger or consolidation to effect a change in the state or form of organization thereof, so long as the effect of such merger, consolidation or change is not adverse to the Lenders.
Appears in 2 contracts
Sources: Credit Agreement (Macquarie Infrastructure Corp), Credit Agreement (Macquarie Infrastructure CO LLC)
Fundamental Changes. The Borrower will notMerge, and will not permit consolidate or enter into any Restricted Subsidiary to, merge into or consolidate with any other Personsimilar combination with, or permit enter into any other Person to merge into or consolidate with it, or Dispose Asset Disposition of (in one transaction or in a series of related transactions) all or substantially all of its assetsassets (whether in a single transaction or a series of transactions) with, any other Person or all liquidate, wind-up or substantially all of the stock of dissolve itself (or suffer any of its Restricted Subsidiaries (in each case, whether now owned liquidation or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuingdissolution) except:
(i) any Person may merge or be consolidated with or into the Borrower in a transaction in which the Borrower is the continuing or surviving Person;
(ii) any Person Wholly-Owned Subsidiary of Holdings (other than the Borrower) may merge be merged, amalgamated or consolidate consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii) any Wholly-Owned Subsidiary of Holdings (other than the Borrower) may be merged, amalgamated or consolidated with or into any Restricted Wholly-Owned Subsidiary in a transaction in which Guarantor (provided that the Wholly-Owned Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Wholly- Owned Subsidiary Guarantor and the Borrower shall comply with Section 6.14 in connection therewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or becomes consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Wholly-Owned Subsidiary Guarantor; provided that, if with respect to any such Person is a Subsidiary Guarantordisposition by any Non-Guarantor Subsidiary, the surviving entity is consideration for such disposition shall not exceed the Borrower or is or substantially concurrently becomes a Subsidiary Guarantorfair market value of such assets;
(iiii) any mergerNon-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, consolidationdissolution, Dispositionwinding up or otherwise) to any Wholly-Owned Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, liquidation dissolution, winding up or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permittedotherwise) to any Wholly-Owned Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(ive) any Restricted Wholly-Owned Subsidiary of the Borrower may Dispose merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any acquisition permitted hereunder (including any Permitted Acquisition permitted pursuant to Section 7.3(e)); provided that, in the case of its assetsany merger involving a Wholly-Owned Subsidiary that is a Domestic Subsidiary, (i) a Wholly-Owned Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Wholly-Owned Subsidiary Guarantor and the Borrower shall comply with Section 6.14 in connection therewith; and
(f) any Acquired Entity may be merged, amalgamated or consolidated with or into the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, Subsidiaries in each case to connection with a Permitted Acquisition in a manner consistent with the Borrower or to another Restricted Subsidiary; and
(v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests definition of the Borrower and is not materially disadvantageous to the Lenders“Acquired Entity”.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Turning Point Brands, Inc.), Second Lien Term Loan Credit Agreement (Turning Point Brands, Inc.)
Fundamental Changes. The Borrower will notMerge, and will not permit any Restricted Subsidiary todissolve, merge into or liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries assets (in each case, whether now owned or hereafter acquired), ) to or liquidate or dissolvein favor of any Person, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(a) any Restricted Subsidiary may merge with (i) any Person may merge or be consolidated with or into the Borrower; provided that (x) the Borrower in a transaction in which the Borrower is shall be the continuing or surviving Person;
Person and (y) such merger does not result in the Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia, or (ii) any one or more other Restricted Subsidiaries; provided further that when any Restricted Subsidiary that is not an Immaterial Subsidiary is merging with another Restricted Subsidiary that is an Immaterial Subsidiary, the continuing or surviving Person shall not be an Immaterial Subsidiary;
(other than b) any Restricted Subsidiary may liquidate or dissolve or change its legal form (provided that (A) such transaction shall not reduce the Borrower’s direct or indirect share of the aggregate ordinary voting power and aggregate equity value in such Restricted Subsidiary, (B) the Borrower or Restricted Subsidiary shall comply with its obligations under Sections 6.11 and 6.13 in connection with such transaction and (C) such transaction shall have been undertaken for a valid purpose (which includes the reduction of taxes for direct or indirect owners of Equity Interests in the Borrower) may merge or consolidate with or into and shall not be disadvantageous to the Lenders in any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantormanner);
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(ivc) any Restricted Subsidiary may Dispose of its assets, and the Borrower all or any Restricted Subsidiary may Dispose of any stock of any substantially all of its Restricted Subsidiaries, in each case assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; andprovided that if the transferor in such a transaction is not an Immaterial Subsidiary or the Borrower, then (i) the transferee must either be the Borrower or a Subsidiary Guarantor that is not an Immaterial Subsidiary or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02 (other than by reason of Section 7.02(e));
(vd) so long as no Default exists or would result therefrom, any Restricted Subsidiary may liquidate merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or dissolve if 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;
(e) so long as no Default exists or would result therefrom, the Borrower determines 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; and
(f) notwithstanding anything set forth in good faith that such liquidation this Section 7.04, in this Agreement or dissolution is in any other Loan Document, if any one or more Additional Management Agreements are entered into pursuant to which the best interests Borrower Management Agreement, the Opco Management Agreement and the GVR Management Agreement are consolidated, in each case in accordance with this Agreement, then the Borrower and the Restricted Subsidiaries may (a) dissolve IP Holdco and transfer all of its assets to the Borrower or otherwise cause IP Holdco to be merged into the Borrower and (b) terminate any of the Borrower IP Agreements, the Opco IP Agreements or the GVR IP Agreement or any other Affiliated IP Agreements. provided that in the case of clauses (a), (b), (c) and is not materially disadvantageous (f) above, (x) the security interest of the Administrative Agent in the property of such person formed by such merger or consolidation (or such Person resulting from such change in corporate form) shall be no less favorable than the security interest of the Administrative Agent in the property of the Borrower or Subsidiary prior to such merger or consolidation (or change in corporate form) and (y) the Guarantee by such person formed by such merger or consolidation (or such Person resulting from such change in corporate form) of the Obligations shall be no less favorable to the LendersLenders than the Guarantees of the Obligations of the Subsidiary prior to such merger or consolidation (or change in corporate form), in each case, as reasonably determined by the Administrative Agent.
Appears in 2 contracts
Sources: Credit Agreement (Station Casinos LLC), Credit Agreement (Station Casinos LLC)
Fundamental Changes. The Borrower will notMerge, and will not permit any Restricted Subsidiary todissolve, merge into or liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries assets (in each case, whether now owned or hereafter acquired), ) to or liquidate or dissolvein favor of any Person, except that, if at the time thereof and immediately after giving effect thereto so long as no Default shall have occurred and be continuingexists or would result therefrom:
(a) any Subsidiary may merge with (i) any Person may merge or be consolidated with or into the Borrower; provided that the Borrower in shall be the continuing or surviving Person and (ii) any Subsidiary; provided that (A) when any wholly-owned Subsidiary is merging with another Subsidiary, a transaction in which the Borrower is wholly-owned Subsidiary shall be the continuing or surviving Person, (B) when any Restricted Subsidiary is merging with another Subsidiary, either (I) a Restricted Subsidiary shall be the continuing or surviving Person or (II) an Unrestricted Subsidiary shall be the continuing or surviving person (if such Person shall be permitted to be designated as an Unrestricted Subsidiary hereunder (other than pursuant to Section 7.02(g))), (C) when any Guarantor is merging with another Subsidiary, the continuing or surviving Person shall either (I) be a Guarantor or (II) a Loan Party, and (D) if as a result thereof, the Borrower owns, directly or indirectly, less of such Subsidiary’s equity interests than it did prior to the merger, such merger shall also constitute a Disposition subject to Section 7.05 (and must be permitted by any clause thereof other than Section 7.05(d));
(iib) (i) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of merge, amalgamate, liquidate, dissolve or change its assets, and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and
(v) any Restricted Subsidiary may liquidate or dissolve form if the Borrower determines in good faith that such liquidation merger, amalgamation, liquidation, dissolution or dissolution change in form (x) is in the best interests of the Borrower and (y) is not materially disadvantageous to the Lenders; provided that in the case of a merger, amalgamation, dissolution or liquidation of a Loan Party that results in a distribution of assets to a Subsidiary that is not a Loan Party, such distribution shall be treated as an Investment and shall comply with Section 7.02 and (ii) any Subsidiary may merge, dissolve, liquidate or consolidate, so long as the purpose thereof is to effect a Disposition permitted pursuant to Section 7.05;
(c) the Borrower or any Restricted Subsidiary may consummate any Permitted Acquisition or any other Investment permitted by Section 7.02; provided that (i) in any such transaction involving the Borrower, the Borrower shall be the continuing or surviving Person; and (ii) in any such transaction involving a Guarantor, the continuing or surviving Person shall be a Guarantor or a Loan Party; and
(d) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) (i) to the Borrower or to a Guarantor; or (ii) if the transferor is not a Guarantor, to any other Restricted Subsidiary; provided in each case that (A) if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either be the Borrower or one or more wholly-owned Subsidiaries, (B) if the transferor in such a transaction is a wholly-owned Restricted Subsidiary, then the transferee must either be the Borrower or one or more wholly-owned Restricted Subsidiaries and (C) to the extent that the transferee is not the Borrower or one or more wholly-owned Restricted Subsidiaries (based on the percentage of such transferee which is not owned directly or indirectly by the Borrower), the Disposition shall constitute a Disposition subject to Section 7.05 and shall be permitted under this Section 7.04 so long as it is permitted by any clause of Section 7.05 (other than Section 7.05(d)).
Appears in 2 contracts
Sources: Credit Agreement (Post Holdings, Inc.), Credit Agreement (Post Holdings, Inc.)
Fundamental Changes. The Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or suspend or cease operating a substantial portion of the business of the Loan Parties and their Restricted Subsidiaries, taken as a whole, except for:
(a) (i) any merger or consolidation between Guarantors, (ii) any merger or consolidation between a Guarantor and Borrower will notso long as Borrower is the surviving entity of any such merger or consolidation, (iii) any merger or consolidation between a Non-Guarantor Restricted Subsidiary and a Loan Party so long as such Loan Party is the surviving entity of any such merger or consolidation, and will (iv) any merger or consolidation between Non-Guarantor Restricted Subsidiaries;
(i) the liquidation or dissolution of non-operating Restricted Subsidiaries with nominal assets and nominal liabilities, or (ii) the liquidation or dissolution of a Guarantor so long as all of the assets (including any interest in any Capital Stock) of such liquidating or dissolving Guarantor are transferred to a Loan Party that is not permit liquidating or dissolving, or (iii) the liquidation or dissolution of a Non-Guarantor Restricted Subsidiary so long as all of the assets (including any interest in any Capital Stock) of such liquidating or dissolving Non-Guarantor Restricted Subsidiary are transferred to a Loan Party or another Non-Guarantor Restricted Subsidiary; provided that, with respect to any Non-Guarantor Restricted Subsidiary that is not a Wholly-Owned Subsidiary, only the proportionate amount (based on ownership percentage) of assets or Capital Stock of such liquidating or dissolving Non-Guarantor Restricted Subsidiary shall be required to be transferred to a Loan Party or another Non-Guarantor Restricted Subsidiary;
(c) any Investment by Holdings and its Restricted Subsidiaries permitted by Section 8.06 may be structured as a merger, consolidation or amalgamation; provided that (i) the respective Investment continues to be permitted pursuant to the relevant clause or clauses of Section 8.06 after giving effect to the respective merger, consolidation or amalgamation, (ii) the Lien on and security interest in such property granted or to be granted in favor of the Administrative Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 7.08 and 7.10, (iii) in the case of any merger, consolidation or amalgamation or involving Borrower, Borrower shall be the surviving Person, (iv) if a Restricted Subsidiary that is a Subsidiary Guarantor is a party to such merger, consolidation or amalgamation (and Borrower is not a party thereto) and such Subsidiary Guarantor does not survive such merger, consolidation or amalgamation, (x) the surviving person shall expressly assume the obligations about the respective Subsidiary Guarantor under the Loan Documents to which it is a party pursuant to a supplement in form reasonably acceptable to the Administrative Agent (including with respect to satisfaction of customary PATRIOT Act requirements and the requirements set forth in Section 7.08), and (y) Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger, consolidation or amalgamation and such supplement to the respective Loan Documents preserves with respect to such Subsidiary Guarantor the enforceability of the Loan Documents to which its party (subject to customary assumptions, qualifications and exceptions); provided that in the case of this clause (iv), such merger, consolidation or amalgamation shall not result in the respective Subsidiary Guarantor (or the successor to such Subsidiary Guarantor as the result of such merger, consolidation or amalgamation) ceasing to be a Wholly Owned Domestic Subsidiary of Borrower, (v) if a Restricted Subsidiary that is not a Loan Party is a party to such merger, consolidation or amalgamation (and Borrower is not a party thereto), a Restricted Subsidiary shall be the continuing or surviving Person thereof and (vi) after giving effect to any transactions permitted pursuant to this clause (c) there shall be no impairment of the Guarantees or the security interests of the Collateral Agent in any portion of the Collateral (including, without limitation, as a result of the establishment of any entities which are not Guarantors and which own assets which were previously Collateral but no longer constitute same) in each case as reasonably determined by the Administrative Agent based on information furnished to it by Borrower;
(d) in connection with a Permitted Acquisition, any Loan Party or any Restricted Subsidiary to, of a Loan Party may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it; provided that in the case of any such merger or consolidation to which any Loan Party is a party, such Loan Party is the surviving Person unless such merger or Dispose of consolidation would otherwise be permitted pursuant to clause (in one transaction or in a series of related transactionsiv) all or substantially all of its assets, or all or substantially all of the stock proviso in clause (c) above;
(e) the merger or consolidation of Borrower or any of its Restricted Subsidiaries for the sole purpose, and with the sole material effect, of changing its state of organization within the United States (or, in each casethe case of a Foreign Subsidiary, whether now owned or hereafter acquiredoutside the United States if such entity’s jurisdiction was outside the United States); provided, or liquidate or dissolvehowever, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
that (i) in the case of any Person may merge merger or be consolidated with consolidation involving Borrower or into the Borrower in a transaction in which the Borrower is the continuing or surviving Person;
(ii) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, Borrower or a Subsidiary Guarantor shall be the surviving entity is Person and (ii) in the Borrower case of any merger, consolidation or is or substantially concurrently becomes amalgamation involving any other Loan Party, a Subsidiary GuarantorLoan Party shall be the surviving corporation;
(iiif) suspension or cessation of business permitted by this Section and or in connection with a transaction permitted under Section 8.04,
(g) any merger, consolidation, Disposition, liquidation Foreign Subsidiary that is not a Loan Party may merge into any joint venture or dissolution other Foreign Subsidiary that is not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiarya Loan Party; and
(vh) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersTransactions.
Appears in 2 contracts
Sources: First Lien Term Loan Credit and Guarantee Agreement (Alden Global Capital LLC), Intercreditor Agreement (Alden Global Capital LLC)
Fundamental Changes. The Borrower will notConsummate any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assetsProperty or business, except that:
(a) (i) any Restricted Subsidiary may be merged, amalgamated, liquidated or consolidated with or into a Borrower (provided that such Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated, liquidated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrowers shall comply with Section 6.8 in connection therewith);
(b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary;
(c) any Non-Guarantor Subsidiary may Dispose of all or substantially all of the stock of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(i) any Person may merge or be consolidated with or into the Borrower in a transaction in which the Borrower is the continuing or surviving PersonSubsidiary;
(iid) any Person (other than the Borrower) Dispositions permitted by Section 7.5 may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantorbe consummated;
(iiie) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation, Disposition, liquidation consolidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permittedamalgamation;
(ivf) any Restricted Excluded Subsidiary may Dispose of its assets, and the Borrower be dissolved or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiaryliquidated; and
(vg) any Restricted Subsidiary So long as no Default or Event of Default is continuing or would result therefrom, Intermediate Holdings may liquidate or dissolve if be merged with and into ▇▇▇▇▇, with ▇▇▇▇▇ being the Borrower determines surviving entity in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lendersmerger.
Appears in 2 contracts
Sources: Credit Agreement (Vince Holding Corp.), Credit Agreement (Apparel Holding Corp.)
Fundamental Changes. The Borrower will notEnter into any merger, and will not permit any Restricted Subsidiary toconsolidation, merge into or consolidate with any other Personreorganization, or permit amalgamation, or liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) of, all or substantially all of its assetsproperty or business, except that:
(a) any Restricted Subsidiary of the Borrower may be merged, consolidated or be amalgamated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation);
(b) any Restricted Subsidiary of the Borrower may be merged, consolidated or be amalgamated (i) with or into any other Restricted Subsidiary of the Borrower (provided that if only one party to such transaction is a Subsidiary Guarantor, the continuing or surviving corporation shall be a Subsidiary Guarantor) or (ii) subject to Section 8.7(f) (to the extent applicable), with or into any other Restricted Subsidiary;
(c) any Restricted Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the stock of Borrower or any of its Restricted Subsidiaries Subsidiary Guarantor or, subject to Section 8.7(f) (in each case, whether now owned or hereafter acquiredto the extent applicable), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:any other Restricted Subsidiary;
(d) any Restricted Subsidiary that is not a Loan Party may (i) any Person may merge or be consolidated with or into the Borrower in a transaction in which the Borrower is the continuing or surviving Person;
(ii) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary that is not a Loan Party or (ii) dispose of all or substantially all of its assets (including any Disposition that is in the nature of a liquidation) to (A) another Restricted Subsidiary that is not a Loan Party or (B) to a Loan Party;
(e) the Borrower and any Restricted Subsidiary may enter into any merger, consolidation or similar transaction with another Person to effect a transaction permitted under Section 8.7, provided that in the case of the Borrower, the Borrower shall be the continuing or surviving corporation;
(f) any Immaterial Subsidiary (other than a Qualifying Subsidiary) may liquidate or dissolve voluntarily;
(g) transactions permitted under Section 8.5 shall be permitted; and
(h) any Unrestricted Subsidiary may merge into a Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is Subsidiary to effect a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and
(v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenderstransaction permitted under Section 8.7.
Appears in 2 contracts
Sources: Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp)
Fundamental Changes. The Borrower will notMerge, and will not permit consolidate or enter into any Restricted Subsidiary to, merge into or consolidate similar combination with any other PersonPerson or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except for any or all of the following:
(i) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.14 in connection therewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or permit be liquidated into, any other Person to merge into Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidate consolidated with itor into, or Dispose be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets, or ;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of the stock its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of any all or substantially all of its Restricted Subsidiaries assets (in each caseupon voluntary liquidation, whether now owned dissolution, winding up or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 7.5;
(f) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor if required by Section 6.14 and the Borrower shall comply with Section 6.14 in connection therewith); and
(g) any Person may merge or be consolidated with or into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a transaction Permitted Acquisition; provided that (i) in which the case of a merger involving the Borrower is the continuing or surviving Person;
(ii) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the continuing or surviving entity is Person shall be the Borrower or is such Subsidiary Guarantor and (ii) the continuing or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 surviving Person shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted a Wholly-Owned Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and
(v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersBorrower.
Appears in 2 contracts
Sources: Credit Agreement (Kronos Worldwide Inc), Credit Agreement (Kronos Worldwide Inc)
Fundamental Changes. The Borrower will Company shall not, and will shall not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, suffer or permit any other Person to merge of its Restricted Subsidiaries to, enter into or consolidate with itany merger, consolidation, amalgamation, or Dispose sale of (in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock assets of any of the Company and its Restricted Subsidiaries taken as a whole, or liquidate, wind up or dissolve itself (in each case, whether now owned or hereafter acquiredsuffer any liquidation or dissolution), except (a) in connection with (i) a Disposition permitted by Section 7.03 (other than Section 7.03(i)(A)), (ii) an Investment permitted by Section 7.09 (other than Section 7.09(q)(ii)) or liquidate or dissolve, except that, (iii) a Restricted Payment permitted by Section 7.08 and (b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing:
, (i) any Person Subsidiary Guarantor may merge merge, consolidate or be consolidated with or amalgamate into the Borrower Company in a transaction in which the Borrower Company is the continuing or surviving Person;
entity, (ii) any Person (other than the Borrower) Subsidiary Guarantor may merge merge, consolidate or consolidate with or amalgamate into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any mergertwo Restricted Subsidiaries that are not Subsidiary Guarantors may merge, consolidationconsolidate or amalgamate, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary that is not a Subsidiary Guarantor may Dispose liquidate, wind up, dissolve or transfer all or substantially all of its assets, and assets so long as the Borrower or any assets of such Restricted Subsidiary may Dispose of any stock of are distributed or transferred to the Company or any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and
(v) any Subsidiary Guarantor may liquidate, wind up, dissolve or transfer all or substantially all of its assets so long as the assets of such Subsidiary Guarantor are distributed or transferred to the Company or another Subsidiary Guarantor and (vi) the Company or any Subsidiary may merge with any other Person in order to effect the designation of a Restricted Subsidiary may liquidate as an Unrestricted Subsidiary or dissolve if the Borrower determines an Unrestricted Subsidiary as a Restricted Subsidiary in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lendersaccordance with Section 6.15.
Appears in 2 contracts
Sources: Credit Agreement (NMI Holdings, Inc.), Credit Agreement (NMI Holdings, Inc.)
Fundamental Changes. The Borrower will notEnter into any merger, and will not permit consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any Restricted Subsidiary to, merge into liquidation or consolidate with any other Persondissolution), or permit any other Person change to merge into or consolidate with itits organizational structure, or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(ia) any Person Subsidiary of the Borrower may merge be merged or be consolidated with or into the Borrower in a transaction in which (provided, that the Borrower is shall be the continuing or surviving Person;
(iicorporation) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Wholly Owned Subsidiary in a transaction in which Guarantor (provided, that the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving entity corporation);
(b) any Subsidiary of the Borrower that is or becomes a Restricted Subsidiary; provided that, if such Person is not a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes nor a Subsidiary of a Subsidiary Guarantor, may be merged or consolidated with or into any other Subsidiary of the Borrower that is not a Subsidiary Guarantor; provided, that if one Subsidiary to such merger or consolidation is a Wholly Owned Subsidiary, the Wholly Owned Subsidiary shall be the continuing or surviving corporation;
(iiic) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary of the Borrower may Dispose of any or all of its assets, and assets (i) to the Borrower or any Restricted Wholly Owned Subsidiary may Dispose of any stock Guarantor (upon voluntary liquidation or otherwise), (ii) to a Subsidiary that is not a Subsidiary Guarantor if the Subsidiary making the Disposition is not a Subsidiary Guarantor or (iii) pursuant to a Disposition permitted by Section 7.5, and upon the occurrence of any of the foregoing events described in clause (i), (ii) or (iii), the disposing Subsidiary may be dissolved;
(d) any Investment expressly permitted by Section 7.8 may be structured as a merger, consolidation or amalgamation; and
(e) solely in contemplation of an IPO, the consummation of any Holdings Transaction; provided, that in each case, (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) such Holdings Transaction shall not cause the Borrower and its Restricted Subsidiaries, or any of their respective assets, to be subject to any current or reasonably foreseeable material tax liabilities, (iii) such Holdings Transaction shall not have a Material Adverse Effect, (iv) in the case of the UPREIT Restructuring, OpCo shall become a party to this Agreement and the Guarantee and Collateral Agreement pursuant to a Joinder, in each case on terms reasonably satisfactory to the Borrower or to another Restricted Subsidiary; and
Agents, (v) any Restricted Subsidiary may liquidate or dissolve if Holdings shall enter into the Holdings Agreement on terms reasonably satisfactory to the Agents, (vi) the IPO Company, as applicable, shall enter into the Holdings Agreement on terms reasonably satisfactory to the Agents, and (vii) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous shall have provided to the LendersLenders all information and documentation, including, without limitation, any legal opinions of one or more counsel to a Group Member, with respect to such Holdings Transaction, the Holdings Agreement, this Agreement, each Joinder or otherwise, as the Agents may reasonably request, and all such information and documentation shall be reasonably satisfactory to the Agents.
Appears in 2 contracts
Sources: Credit Agreement (Virgin Mobile USA, Inc.), Credit Agreement (Virgin Mobile USA, Inc.)
Fundamental Changes. The Borrower will notEnter into any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(ia) any Person Subsidiary of the Company may merge be merged or be consolidated with or into the Borrower in a transaction in which Company (provided that the Borrower is Company shall be the continuing or surviving Person;
(iicorporation) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving corporation);
(b) any Subsidiary of the Company that is not a transaction in which Subsidiary Guarantor may be merged or consolidated with or into any other Subsidiary of the surviving entity Company that is or becomes a Restricted Subsidiary; provided that, if such Person is not a Subsidiary Guarantor; provided that if one Subsidiary to such merger or consolidation is a Wholly Owned Subsidiary, the Wholly Owned Subsidiary shall be the continuing or surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantorcorporation;
(iiic) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted Subsidiary Company may Dispose of any stock of any or all of its Restricted Subsidiaries, in each case assets (i) to the Borrower Company or any Subsidiary Guarantor (upon voluntary liquidation or otherwise); provided that any such Disposition by a Subsidiary Guarantor must be to another Restricted Subsidiary Guarantor or the Company, (ii) to a Subsidiary that is not a Subsidiary Guarantor if the Subsidiary making the Disposition is not a Subsidiary Guarantor (and provided that any such Disposition by a Wholly Owned Subsidiary must be to a Wholly Owned Subsidiary) or (iii) pursuant to a Disposition permitted by Section 7.5; and the Company may Dispose of certain of its assets to a Subsidiary Guarantor in order to effect the transfers contemplated by the MOU and the MOU Documentation; and
(vd) any Restricted Subsidiary Investment expressly permitted by Section 7.8 may liquidate be structured as a merger, consolidation or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lendersamalgamation.
Appears in 2 contracts
Sources: Credit Agreement (Visteon Corp), Term Loan Credit Agreement (Visteon Corp)
Fundamental Changes. The Borrower will notMerge, and will consolidate (it being acknowledged that the term “consolidate” does not permit include any Restricted Subsidiary to, merge consolidation occurring solely pursuant to GAAP of the financial results of Turning Point with the financial results of Standard General or SDOI) or enter into or consolidate with any other Personsimilar combination with, or permit enter into any other Person to merge into or consolidate with it, or Dispose Asset Disposition of (in one transaction or in a series of related transactions) all or substantially all of its assetsassets (whether in a single transaction or a series of transactions) with, any other Person or all liquidate, wind‑up or substantially all of the stock of dissolve itself (or suffer any of its Restricted Subsidiaries (in each case, whether now owned liquidation or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuingdissolution) except:
(i) any Person Wholly‑owned Subsidiary of either Borrower may merge be merged, amalgamated or be consolidated with or into the a Borrower in (provided that a transaction in which the Borrower is shall be the continuing or surviving Person;
entity) or (ii) any Person (other than the Borrower) Wholly‑owned Subsidiary of either Borrower may merge be merged, amalgamated or consolidate consolidated with or into any Restricted Subsidiary in a transaction in which Guarantor (provided that the Guarantor shall be the continuing or surviving entity is or becomes simultaneously with such transaction, the continuing or surviving entity shall become a Restricted SubsidiaryGuarantor and such Borrower shall comply with Section 6.14 in connection therewith);
(b) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to either Borrower or any Guarantor;
(c) any Wholly‑owned Subsidiary of either Borrower may merge with or into the Person such Wholly‑owned Subsidiary was formed to acquire in connection with any acquisition permitted hereunder (including any Permitted Acquisition permitted pursuant to Section 7.3(e)); provided that, if such Person in the case of any merger involving a Wholly‑owned Subsidiary that is a Subsidiary GuarantorDomestic Subsidiary, (i) a Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity is the shall become a Guarantor and such Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, comply with Section 6.14 in each case to the Borrower or to another Restricted Subsidiaryconnection therewith; and
(vd) any Restricted Subsidiary Acquired Entity may liquidate be merged, amalgamated or dissolve if consolidated with or into either Borrower or any of its Subsidiaries in connection with a Permitted Acquisition in a manner consistent with the Borrower determines in good faith that such liquidation or dissolution is in the best interests definition of the Borrower and is not materially disadvantageous to the Lenders“Acquired Entity”.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Turning Point Brands, Inc.), Second Lien Credit Agreement (Turning Point Brands, Inc.)
Fundamental Changes. The Borrower will notConsummate any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, Property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(a) (i) any Person Restricted Subsidiary may merge be merged, amalgamated, liquidated or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
corporation) or (ii) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assetsbe merged, amalgamated, liquidated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.11 in connection therewith);
(b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any Restricted other Non-Guarantor Subsidiary;
(c) any Non-Guarantor Subsidiary may Dispose of any stock of any all or substantially all of its Restricted Subsidiariesassets (upon voluntary liquidation, in each case dissolution, winding-up or otherwise) to the Borrower or to another any Restricted Subsidiary;
(d) Dispositions permitted by Section 7.05 may be consummated;
(e) any Investment expressly permitted by Section 7.02 may be structured as a merger, consolidation or amalgamation;
(f) any Excluded Subsidiary may be dissolved or liquidated; and
(vg) any Restricted Subsidiary So long as no Default or Event of Default is continuing or would result therefrom, Holdings may liquidate or dissolve if be merged with and into ▇▇▇▇▇, with ▇▇▇▇▇ being the Borrower determines surviving entity in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lendersmerger.
Appears in 2 contracts
Sources: Credit Agreement (Vince Holding Corp.), Credit Agreement (Apparel Holding Corp.)
Fundamental Changes. The Borrower will notMerge, and will not permit amalgamate, 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) any Restricted Subsidiary tomay merge or amalgamate with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Restricted Subsidiaries, provided that (A) when any Loan Party is merging or amalgamating with another Restricted Subsidiary, either (x) such Loan Party shall be the continuing or surviving Person or (y) the aggregate book value of all assets of the Loan Parties after giving effect to such transactions (and any transactions effectuated substantially simultaneously therewith pursuant to the definition of Non-Core Asset Disposition Related Transactions or Section 7.05(d) that have the effect of transferring assets from Restricted Subsidiaries that are Loan Parties to Restricted Subsidiaries that are non-Loan Parties) constitutes 75% or more of the book value of all assets of the Company and its wholly-owned Restricted Subsidiaries on a consolidated basis as of the end of the most recently ended fiscal year for which financial statements have been delivered pursuant to Section 6.01 and (B) when any wholly-owned Restricted Subsidiary is merged or amalgamated with any non-wholly owned Restricted Subsidiary, either (x) the wholly-owned Restricted Subsidiary shall be the continuing or surviving Person or (y) the aggregate book value of all assets of the Loan Parties after giving effect to such transactions (and any transactions effectuated substantially simultaneously therewith pursuant to the definition of Non-Core Asset Disposition Related Transactions or Section 7.05(d) that have the effect of transferring assets from Restricted Subsidiaries that are Loan Parties to Restricted Subsidiaries that are non-Loan Parties) constitutes 75% or more of the book value of all assets of the Company and its wholly-owned Restricted Subsidiaries on a consolidated basis as of the end of the most recently ended fiscal year for which financial statements have been delivered pursuant to Section 6.01;
(b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Loan Party;
(c) any Restricted Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to the Company or any other Restricted Subsidiary;
(d) so long as no Default has occurred and is continuing or would result therefrom, each of the Company and any of its Restricted Subsidiaries may merge into or consolidate with any other Person, Person or permit any other Person to merge into or consolidate with it; provided, or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assetshowever, or all or substantially all of the stock of any of its Restricted Subsidiaries (that in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(i) in the case of any Person may merge or be consolidated with or into the Borrower in a transaction in such merger to which the Borrower Company is a party, the Company is the continuing or surviving Person;
, (ii) in the case of any Person such merger to which any Loan Party (other than the BorrowerCompany) is a party, such Loan Party is the surviving Person or the surviving Person becomes a Loan Party in accordance with the Collateral and Guarantee Requirement and Section 6.12 and (iii) in the case of any wholly-owned Restricted Subsidiary merging with a Person that is not a wholly-owned Restricted Subsidiary prior to such merger, the surviving Person shall be (or become as a result thereof) a wholly-owned Restricted Subsidiary, except in the case of (ii) and (iii) above, a merger utilized to consummate a Disposition permitted by Section 7.05 (other than Section 7.05(e));
(e) the Company or any Restricted Subsidiary may merge or consolidate with any other Person solely to effect a change in the state or into any Restricted Subsidiary in a transaction in which form of organization of the surviving entity is Company or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and
(vf) the Company and its Restricted Subsidiaries may consummate any Disposition (including by way of merger) permitted by Section 7.05 (other than Section 7.05(e)(i)), Investments permitted by Section 7.03, Liens permitted by Section 7.01, and Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersPayments permitted by Section 7.06.
Appears in 2 contracts
Sources: Syndicated Facility Agreement (Aecom), Credit Agreement (Aecom)
Fundamental Changes. The Borrower will notConsummate any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, Property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(a) (i) any Person Restricted Subsidiary may merge be merged, amalgamated, liquidated or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
corporation) or (ii) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assetsbe merged, amalgamated, liquidated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith);
(b) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary, and any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may Dispose of any stock of any all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted SubsidiariesSubsidiary, in each case and any Non-Guarantor Subsidiary that is a Domestic Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(d) Dispositions permitted by Section 7.5 may be consummated;
(e) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation;
(f) the Initial Borrower may be merged with and into the Company pursuant to the Borrower or to another Restricted Subsidiaryterms of the Acquisition Agreement; and
(vg) any Restricted Immaterial Subsidiary may liquidate be dissolved or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lendersliquidated.
Appears in 2 contracts
Sources: Credit Agreement (Yankee Finance, Inc.), Credit Agreement (Yankee Holding Corp.)
Fundamental Changes. The Borrower will notMerge, and will not permit any Restricted Subsidiary todissolve, merge into or liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries assets (in each case, whether now owned or hereafter acquired), ) to or liquidate or dissolvein favor of any Person, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(a) any Restricted Subsidiary may merge with (i) any Person may merge or be consolidated with or into the Borrower; provided that (x) the Borrower in a transaction in which the Borrower is shall be the continuing or surviving Person;
Person and (y) such merger does not result in the Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia, or (ii) any one or more other Restricted Subsidiaries; provided further that when any Restricted Subsidiary that is not an Immaterial Subsidiary is merging with another Restricted Subsidiary that is an Immaterial Subsidiary, the continuing or surviving Person shall not be an Immaterial Subsidiary;
(other than b) any Restricted Subsidiary may liquidate or dissolve or change its legal form (provided that (A) such transaction shall not reduce the Borrower’s direct or indirect share of the aggregate ordinary voting power and aggregate equity value in such Restricted Subsidiary, (B) the Borrower or Restricted Subsidiary shall comply with its obligations under Sections 6.11 and 6.13 in connection with such transaction and (C) such transaction shall have been undertaken for a valid purpose (which includes the reduction of taxes for direct or indirect owners of Equity Interests in the Borrower) may merge or consolidate with or into and shall not be disadvantageous to the Lenders in any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantormanner);
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(ivc) any Restricted Subsidiary may Dispose of its assets, and the Borrower all or any Restricted Subsidiary may Dispose of any stock of any substantially all of its Restricted Subsidiaries, in each case assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; andprovided that if the transferor in such a transaction is not an Immaterial Subsidiary or the Borrower, then (i) the transferee must either be the Borrower or a Subsidiary Guarantor that is not an Immaterial Subsidiary or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02;
(vd) so long as no Default exists or would result therefrom, any Restricted Subsidiary may liquidate merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or dissolve if 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;
(e) so long as no Default exists or would result therefrom, the Borrower determines in good faith 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; and
(f) the Loan Parties may implement the GVR Subsidiary Conversion; provided that such liquidation or dissolution is in the best interests case of clauses (a), (b) and (c) above, (x) the security interest of the Administrative Agent in the property of such person formed by such merger or consolidation (or such Person resulting from such change in corporate form) shall be no less favorable than the security interest of the Administrative Agent in the property of the Borrower or Subsidiary prior to such merger or consolidation (or change in corporate form) and is not materially disadvantageous (y) the Guarantee by such person formed by such merger or consolidation (or such Person resulting from such change in corporate form) of the Obligations shall be no less favorable to the LendersLenders than the Guarantees of the Obligations of the Subsidiary prior to such merger or consolidation (or change in corporate form), in each case, as reasonably determined by the Administrative Agent.
Appears in 1 contract
Fundamental Changes. The Borrower will notMerge, and will not permit any Restricted Subsidiary todissolve, merge into or liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or Dispose of (whether in one transaction or in a series of related transactions, including by way of an LLC Division) all or substantially all of its assetsassets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (i) any Subsidiary may merge, dissolve, liquidate or consolidate with or into (A) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (B) any one or more other Subsidiaries; (ii) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either be the Borrower or a wholly-owned Subsidiary; (iii) any Subsidiary may merge with any Person (other than the Borrower or a Subsidiary) in a transaction permitted by Section 8.2(b)(iv); provided that (A) the Subsidiary
(vi) the Borrower and any Subsidiary may make dispositions of all or substantially all of the stock assets of a Subsidiary that do not constitute all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole in a transaction permitted by Section 8.2(d). (d) Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (i) Dispositions of its Restricted Subsidiaries (in each casesurplus, obsolete or worn out property, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at in the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(i) any Person may merge or be consolidated with or into the Borrower in a transaction in which the Borrower is the continuing or surviving Person;
ordinary course of business; (ii) any Person (other than Dispositions of inventory in the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiaryordinary course of business; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation Dispositions of equipment or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
real property to the extent that (A) such property is exchanged for credit against the purchase price of similar replacement property or (B) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (iv) Dispositions of property by any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted a wholly-owned Subsidiary; and
(v) any Restricted Subsidiary may liquidate or dissolve if Dispositions permitted by Sections 8.2(a), (b) and (c); (vi) Dispositions of property having a fair market value of less than $5,000,000 individually; (vii) Dispositions by the Borrower determines in good faith that and its Subsidiaries not otherwise permitted under this Section 8.2(d) so long as (A) the aggregate amount (based upon the fair market value of the assets) of all property sold or otherwise disposed pursuant to all such liquidation or dissolution is in Dispositions on and after the best interests Closing Date at the time of and after giving effect to any such Disposition does not constitute a Substantial Portion of the property of the Borrower and is not materially disadvantageous to its Subsidiaries and (B) at least 75% of the Lenders.total consideration received by the Borrower or any of its Subsidiaries, as applicable, for such Disposition or series of Dispositions consists of cash or cash equivalents; and
Appears in 1 contract
Fundamental Changes. The Borrower will not, and will not permit any Restricted Subsidiary to, merge into (a) Merge or consolidate with or into any other PersonPerson or liquidate, wind-up or dissolve itself, or permit or suffer any other Person to liquidation or dissolution, except, that so long as no Default or Event of Default exists or would result therefrom:
(i) Subsidiaries of Borrowers may merge into or consolidate with itor into, or Dispose of convey, transfer, lease or otherwise dispose (whether in one transaction or in a series of related transactions) of all or substantially all of any of their Properties (whether now owned or hereafter acquired) to, or in favor of, Borrowers or another Subsidiary of Borrowers;
(ii) Subsidiaries of Borrowers may be liquidated, wound up or dissolved following any conveyance, transfer, lease or other disposition (whether in one transaction or a series of transactions) of all or substantially all of their Properties permitted under Section 7.03(a)(i);
(iii) Subsidiaries of Borrowers may engage in reverse mergers or internal reorganizations whereby a Subsidiary or Subsidiaries merge into or with one or more Subsidiaries of Borrowers or any Guarantor or any combination thereof;
(iv) Borrowers or any Subsidiary of Borrowers may merge, or consolidate with another Person; provided that each of the following conditions are satisfied: (1) at the inception of the transaction, Borrowers or such Subsidiary are intended to be and will be the surviving Person after the consummation of the contemplated transaction; (2) To The Best Knowledge of Borrowers, prior to the consummation of the transaction, the transaction will not cause Borrowers to be in breach of the representations and warranties of this Agreement and the other Loan Documents; (3) the transaction will not cause Borrowers to be in breach of the covenants of this Agreement and the other Loan Documents, including financial covenants after the consummation thereof; and (4) Borrowers provide Administrative Agent with a pro-forma Compliance Certificate that demonstrates that after the consummation of the proposed transaction the Borrowers will be in compliance with the financial covenants of this Agreement; and
(v) Borrowers may (x) consummate the Casden Acquisition and (y) acquire through merger, consolidation or otherwise, additional equity interests in the managing members of the Real Estate Companies after the Closing Date as contemplated by the Merger Agreement. Notwithstanding the foregoing, no Subsidiary shall merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assetsProperties (whether now owned or hereafter acquired) to or in favor of another Subsidiary if such transaction would result in a violation of any covenant in this Agreement.
(b) Amend its Organization Documents in any respect which is, in the opinion of the Requisite Lenders, materially adverse to the interests of the Lenders. Without limiting the foregoing, under no circumstances (i) shall the Organization Documents of Borrowers be changed so as to eliminate the transferability of Partnership Units of AIMCO for common Stock in the REIT on a one-to-one basis (subject to adjustment as provided in the Organization Documents of AIMCO) or (ii) shall the Organization Documents of a Management Entity be changed so as to eliminate or reduce any obligation to pay preferred Stock dividends, without the prior consent of the Requisite Lenders; provided, however, that consent shall not be required for the foregoing solely to the extent any such changes or amendments are required in connection with the consolidation or merger of any Management Entity into a Wholly-Owned Subsidiary of Borrowers and such new or surviving Person provides a Guaranty to the Lenders in accordance with the requirements of Section 6.16(c).
(c) Issue any preferred Stock or preferred Partnership Units; provided, however, the REIT or any of its Subsidiaries may issue preferred Stock so long as (i) if such Stock has any mandatory redemption feature or has a redemption feature which is exercisable at the option of the holder thereof (other than a change of control put feature), then the face amount of such Stock shall be deemed Unsecured Debt for all purposes of this Agreement; and (ii) any distributions with respect thereto shall comply with the provisions of this Agreement (including, without limitation, Section 7.07).
(d) Change the organizational structure of Borrowers or any of their respective Subsidiaries from that which is reflected in the Organizational Chart which is, in the reasonable opinion of the Requisite Lenders, materially adverse to any Management Entity, without the prior written consent of the Requisite Lenders, except for mergers and changes in the equity structure of Subsidiaries and the formation or acquisition of Subsidiaries in accordance with this Section 7.03; provided, however, that consent shall not be required for the foregoing solely to the extent any such changes are required in connection with the consolidation or merger of any Management Entity into a Wholly-Owned Subsidiary of Borrowers and such new or surviving Person provides a Guaranty to the Lenders in accordance with the requirements of Section 6.16(c).
(e) Terminate the employment of Terry S. Considine and/or Peter K. Kompaniez as Chief Executive Offi▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ of the R▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, or remove either or both of them from such positions without the prior written consent of Requisite Lenders (other than in the event of death or permanent disability).
(f) Other than the Casden Acquisition and the acquisition of additional equity interests in the managing members of the Real Estate Companies after the Closing Date as contemplated by the Merger Agreement, acquire by purchase or otherwise all or substantially all of the stock business or Property of, or Stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person, where such business, Property, Stock or other evidence of its Restricted Subsidiaries (beneficial ownership and/or division or line of business to be acquired has a fair market value in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(i) any Person may merge or be consolidated with or into the Borrower in a transaction in which the Borrower is the continuing or surviving Person;
(ii) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose excess of its assets, and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and
(v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests 20% of the Borrower and is not materially disadvantageous Gross Asset Value in effect immediately prior to such acquisition, without the prior written consent of Requisite Lenders.
Appears in 1 contract
Sources: Interim Credit Agreement (Apartment Investment & Management Co)
Fundamental Changes. The Borrower Company will not, and will not permit any Restricted Subsidiary toSubsidiary, merge to enter into any merger, consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(a) (i) any Person Subsidiary of the Company may merge be merged or be consolidated with or into the Borrower in a transaction in which Company (provided that the Borrower is Company shall be the continuing or surviving Person;
corporation) or with or into any Subsidiary Guarantor (provided that a Subsidiary Guarantor shall be the continuing or surviving corporation), (ii) any Person Restricted Subsidiary that is not a Subsidiary Guarantor may be merged or consolidated with or into any other Restricted Subsidiary of the Company that is not a Subsidiary Guarantor and (other than the Borroweriii) any Unrestricted Subsidiary may merge be merged or consolidate consolidated with or into any Restricted Subsidiary in a transaction in which the surviving entity that is or becomes a Restricted Subsidiary; provided that, if such Person is not a Subsidiary Guarantor, Guarantor (provided that the Restricted Subsidiary shall be the continuing or surviving entity corporation);
(i) any Subsidiary of the Company may Dispose of any or all of its assets (A) to the Company or any Subsidiary Guarantor (upon voluntary liquidation or otherwise) or (B) pursuant to a Disposition permitted by Section 10.7 and (ii) any Restricted Subsidiary that is the Borrower not a Subsidiary Guarantor may Dispose of any or all of its assets to any other Restricted Subsidiary that is or substantially concurrently becomes not a Subsidiary Guarantor;
(iiic) any Disposition permitted by Section 10.7 may be effected through a merger, consolidation, Disposition, liquidation consolidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permittedamalgamation;
(ivd) any Investment expressly permitted by Section 10.8 may be effected through a merger, consolidation or amalgamation; and
(e) any Restricted Subsidiary (other than a Subsidiary Guarantor) may Dispose of its assetsliquidate, and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and
(v) any Restricted Subsidiary may liquidate wind up or dissolve if the Borrower Company determines in good faith that such liquidation liquidation, winding-up or dissolution is in the best interests interest of the Borrower Company and is not materially disadvantageous to the Lenders.holders of the Notes; MSC Industrial Direct Co., Inc. Note Purchase and Private Shelf Agreement provided that immediately before and immediately after giving effect to any transaction or series of transactions permitted by this Section 10.6, no Default or Event of Default shall have occurred or be continuing
Appears in 1 contract
Sources: Private Shelf Agreement (MSC Industrial Direct Co Inc)
Fundamental Changes. The Borrower will notMerge, and will not permit consolidate or enter into any Restricted Subsidiary to, merge into or consolidate similar combination with any other PersonPerson or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii) any Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 8.13 in connection therewith);
(b) (i) any Non-Guarantor Subsidiary may be merged, amalgamated or consolidated with or into, or permit be liquidated into, any other Person to merge into Non-Guarantor Subsidiary and (ii) any Subsidiary of the Borrower may liquidate or consolidate with itdissolve, or Dispose any Subsidiary may (if the perfection and priority of the Liens securing the Obligations is not adversely affected thereby) change its legal form (it being understood that in one transaction the case of any dissolution of a Subsidiary Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary Guarantor unless such disposition of assets is permitted hereunder; and in the case of any change in legal form, a series Subsidiary Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Subsidiary may dispose of related transactions) all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets, or ;
(d) any Non-Guarantor Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary;
(e) a merger, dissolution, liquidation, consolidation, amalgamation or disposition, the stock purpose of which is to effect a disposition permitted by Section 9.5;
(f) any Subsidiary of its Restricted Subsidiaries (in each casethe Borrower may merge, whether now owned amalgamate or hereafter acquired)consolidate with, or liquidate dissolve into, any other Person in order to effect or dissolveto the extent constituting an Investment permitted pursuant to Section 9.3; provided that the continuing or surviving Person shall, except thatto the extent subject to the terms hereof, if at have complied with the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:requirements of Section 8.13; and
(ig) any Person may merge or be consolidated with or into the Borrower in connection with a transaction in which the Borrower is Permitted Acquisition; provided that the continuing or surviving Person;
(ii) any Person (other than shall be the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and
(v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders.
Appears in 1 contract
Fundamental Changes. The Borrower will notNo Credit Party shall, and will not nor shall it permit any Restricted Subsidiary of its Subsidiaries to, dissolve, liquidate, merge into or consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries assets (in each case, whether now owned or hereafter acquired), ) to or liquidate or dissolvein favor of any Person, except that, if at the time thereof and immediately after giving effect thereto so long as no Default shall have occurred and be continuing:
exists or would result therefrom (subject to Section 8.12): (a) (i) any Person Wholly-Owned Subsidiary of the Borrower may merge be merged, amalgamated or be consolidated with or into the Borrower in a transaction in which so long as the Borrower is the continuing or surviving Person;
entity and (ii) any Person (other than Wholly-Owned Subsidiary of the Borrower) Borrower may merge be merged, amalgamated or consolidate consolidated with or into any Restricted Subsidiary in a Guarantor so long as the Guarantor shall be the continuing or surviving entity, or simultaneously with such transaction in which the continuing or surviving entity shall become a Guarantor and the Borrower and such Guarantor (and each other relevant Credit Party) shall otherwise comply with Section 7.11 in connection therewith; (b)
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or becomes consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary; provided that, if such Person is a (c) any Subsidiary Guarantor, the surviving entity is the Borrower or is may dispose of all or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose all of its assetsassets (upon voluntary liquidation, and dissolution, winding up or otherwise) to the Borrower or any Restricted Guarantor, provided that, with respect to any such Disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets; (d)
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary; (e) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any acquisition permitted hereunder (including any Permitted Acquisition), provided that in the case of any stock of merger involving a Wholly- Owned Subsidiary that is a Domestic Subsidiary, (i) a Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Guarantor and the Borrower and such Guarantor (and each other relevant Credit Party) shall comply with Section 7.11 in connection therewith; (f) any Person may merge into the Borrower or any of its Restricted SubsidiariesWholly-Owned Subsidiaries in connection with a Permitted Acquisition, provided that (i) in each the case to of a merger involving the Borrower or to another Restricted Subsidiarya Guarantor, the continuing or surviving Person shall be the Borrower or such Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the Borrower; and
(v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders.
Appears in 1 contract
Sources: Credit Agreement (Ebix Inc)
Fundamental Changes. The Borrower will notConsummate any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, Property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(a) (i) any Person Restricted Subsidiary may merge be merged, amalgamated, liquidated or be consolidated with or into the Borrower in a transaction in which (provided, that the Borrower is (including any Successor Borrower pursuant to the last paragraph of this Section 7.4) shall be the continuing or surviving Person;
corporation) or (ii) any Person (other than the Borrower) Subsidiary may merge be merged, amalgamated, liquidated or consolidate consolidated with or into any Restricted Subsidiary in a transaction in which (provided, that if one of the surviving entity is parties to such merger, amalgamation or becomes a Restricted Subsidiary; provided that, if such Person consolidation is a Subsidiary Guarantor, either (x) such Subsidiary Guarantor shall be the continuing or surviving entity is corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower or is or substantially concurrently becomes a Subsidiary Guarantorshall comply with Section 6.8 in connection therewith);
(iiib) any mergerNon-Guarantor Subsidiary that is a Foreign Subsidiary or FSHCO may be merged or consolidated with or into, consolidationor be liquidated into, Dispositionany other Non-Guarantor Subsidiary, liquidation and any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged or dissolution not prohibited by Sections 6.04consolidated with or into, 6.05 and 6.11 shall or be permittedliquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(ivc) any Restricted Non-Guarantor Subsidiary that is a Foreign Subsidiary or FSHCO may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any Loan Party or to any other Non-Guarantor Subsidiary, and any Non-Guarantor Subsidiary that is a Domestic Subsidiary may Dispose of its assets, and the Borrower all or any Restricted Subsidiary may Dispose of any stock of any substantially all of its Restricted Subsidiariesassets (upon voluntary liquidation dissolution, in each case winding-up or otherwise) to the Borrower any Loan Party or to another Restricted any other Non-Guarantor Subsidiary that is a Domestic Subsidiary; and;
(vd) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business not otherwise disposed of or transferred in accordance with Section 7.5 (or, in the case of any such business, discontinued), shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution;
(e) any Subsidiary Guarantor may (i) merge, amalgamate or consolidate with or into any other Subsidiary Guarantor, (ii) merge, amalgamate or consolidate with or into any Non-Guarantor Subsidiary; provided, that if such Subsidiary Guarantor is not the surviving entity, such merger, amalgamation or consolidation shall be deemed to be an “Investment” permitted to be made pursuant to Section 7.7 and (iii) Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Subsidiary Guarantor; and
(f) any merger, amalgamation, dissolution, liquidation or consolidation or Disposition of all or substantially all of the Property or business of a Group Member, the purpose of which is to effect (i) any Disposition permitted under Section 7.5 (other than in reliance on clause (c) thereof), (ii) any Investment permitted under Section 7.7 (other than in reliance on clause (k) thereof), (iii) any merger permitted by the last paragraph of Section 7.11 or (iv)(A) the conversion of the Borrower or any Restricted Subsidiary into another form of entity or (B) any reorganization or reincorporation of (1) the Borrower or any Domestic Subsidiary in another jurisdiction in the United States or (2) any Foreign Subsidiary in the United States or any other jurisdiction; provided, that in the case of this clause (v), (x) no Event of Default has occurred and is continuing or would result therefrom, (y) such conversion, reorganization or reincorporation does not adversely affect the aggregate value of the guarantee of the Secured Obligations or the Collateral or the Secured Parties’ rights and remedies (taken as a whole) under the Loan Documents (in each case, as reasonably determined by the Borrower in consultation with the Administrative Agent) and (z) if reasonably requested by the Administrative Agent, customary legal opinions, authorizing resolutions and other corporate documents as reasonably requested by the Agents shall have been delivered to the Administrative Agent. Notwithstanding anything herein to the contrary, the Borrower may merge or consolidate with or into any other Person other than Holdings so long as: (i) the Borrower shall be the continuing or surviving corporation or, in the case of a merger or consolidation in which the Borrower is not the continuing or surviving Person, the Person formed by or surviving any such merger 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 (the Borrower or such other Person, as the case may be, being herein referred to as the “Successor Borrower”), (ii) the Successor Borrower (if other than the Borrower) shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (iii) no Event of Default has occurred and is continuing at the date of such merger or consolidation or would result from such merger or consolidation, (iv) Holdings and each Subsidiary Guarantor, unless such Subsidiary Guarantor is the other party to such merger or consolidation, shall have by a supplement to the Guarantee and Collateral Agreement in form reasonably satisfactory to the Administrative Agent confirmed that its obligation under the Guarantee and Collateral Agreement shall apply to the Successor Borrower’s obligations under this Agreement, (v) the Successor Borrower shall, immediately following such merger or consolidation, directly or indirectly own all Subsidiaries owned by the Borrower immediately prior to such merger or consolidation (together with any Subsidiaries acquired by it pursuant to such merger or consolidation), (vi) the Secured Parties’ rights and remedies under the Loan Documents, including their rights and remedies with respect to any Collateral owned by the Successor Borrower, and the Successor Borrower’s obligations under the Guarantee and Collateral Agreement will not be impaired in any manner as a result of such merger or consolidation and, (vii) if reasonably requested by the Administrative Agent, customary legal opinions, authorizing resolutions and other corporate documents as reasonably requested by the Agents shall be required to be provided; provided, that if the foregoing are satisfied, the Successor Borrower (if other than the existing Borrower) 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 regarding the Successor Borrower 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 the PATRIOT Act.
Appears in 1 contract
Sources: Credit Agreement (Mavenir Private Holdings II Ltd.)
Fundamental Changes. The Borrower will notNo Credit Party shall, and will not nor shall it permit any Restricted Subsidiary of its Subsidiaries to, dissolve, liquidate, merge into or consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries assets (in each case, whether now owned or hereafter acquired), ) to or liquidate or dissolvein favor of any Person, except that, if at the time thereof and immediately after giving effect thereto so long as no Default shall have occurred and be continuing:
exists or would result therefrom (subject to Section 8.12): (a) (i) any Person Wholly-Owned Subsidiary of the Borrower may merge be merged, amalgamated or be consolidated with or into the Borrower in a transaction in which so long as the Borrower is the continuing or surviving Person;
entity and (ii) any Person (other than Wholly-Owned Subsidiary of the Borrower) Borrower may merge be merged, amalgamated or consolidate consolidated with or into any Restricted Subsidiary in a Guarantor so long as the Guarantor shall be the continuing or surviving entity, or simultaneously with such transaction in which the continuing or surviving entity shall become a Guarantor and the Borrower and such Guarantor (and each other relevant Credit Party) shall otherwise comply with Section 7.11 in connection therewith; (b)
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or becomes consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary; provided that, if such Person is a (c) any Subsidiary Guarantor, the surviving entity is the Borrower or is may dispose of all or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose all of its assetsassets (upon voluntary liquidation, and dissolution, winding up or otherwise) to the Borrower or any Restricted Guarantor, provided that, with respect to any such Disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets; (d)
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary; (e) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any acquisition permitted hereunder (including any Permitted Acquisition), provided that in the case of any stock of merger involving a Wholly-Owned Subsidiary that is a Domestic Subsidiary, (i) a Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Guarantor and the Borrower and such Guarantor (and each other relevant Credit Party) shall comply with Section 7.11 in connection therewith; (f) any Person may merge into the Borrower or any of its Restricted SubsidiariesWholly-Owned Subsidiaries in connection with a Permitted Acquisition, provided that (i) in each the case to of a merger involving the Borrower or to another Restricted Subsidiarya Guarantor, the continuing or surviving Person shall be the Borrower or such Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the Borrower; and
and (vg) any Restricted Subsidiary that has no (or only de minimis) assets or operations at such time, and owns no other Subsidiary (unless such other Subsidiary also has no (or only de minimis) assets or operations as such time) may liquidate be disposed, liquidated, dissolved, wound down or dissolve if merged with and into any other Subsidiary (with such other Subsidiary being the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders.surviving entity). 102 130164155_5
Appears in 1 contract
Sources: Credit Agreement (Ebix Inc)
Fundamental Changes. The Borrower will notMerge, and will not permit consolidate or consummate any Restricted Subsidiary to, merge into or consolidate similar combination with any other Person(including by statutory division), or permit enter into any other Person to merge into or consolidate with it, or Dispose Asset Disposition of (in one transaction or in a series of related transactions) all or substantially all of its assetsassets (whether in a single transaction or a series of transactions) with, any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii) any Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated into, any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 8.13 in the time periods specified therein in connection with such transaction);
(b) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) Asset Dispositions permitted by Section 9.5 (including an Asset Disposition consisting of a disposition of a Subsidiary by means of a merger transaction); 119071794_7
(d) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up, statutory division or otherwise) to the stock of Borrower or any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except Subsidiary Guarantor; provided that, if at with respect to any such disposition by any Non-Guarantor Subsidiary, the time thereof and immediately after giving effect thereto no Default consideration for such disposition shall have occurred and be continuing:not exceed the fair value of such assets;
(i) any Person Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up, statutory division or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up, statutory division or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(f) any Subsidiary of the Borrower may merge or be consolidated with or into the Borrower Person such Subsidiary was formed to acquire in a transaction in which the Borrower is the continuing or surviving Person;
connection with any acquisition permitted hereunder (ii) including, without limitation, any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted SubsidiaryPermitted Acquisition permitted pursuant to Section 9.3(g)); provided that, if such Person that in the case of any merger involving a Subsidiary that is a Subsidiary Guarantor, (i) a Subsidiary Guarantor shall be the continuing or surviving entity is or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;shall comply with Section 8.13 in the time periods specified therein in connection with such transaction; and
(iiig) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary Person may Dispose of its assets, and merge into the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, Subsidiaries in each connection with a Permitted Acquisition permitted pursuant to Section 9.3(g); provided that (i) in the case to of a merger involving the Borrower or to another Restricted Subsidiary; and
(v) any Restricted a Subsidiary may liquidate Guarantor, the continuing or dissolve if surviving Person shall be the Borrower determines in good faith that or such liquidation Subsidiary Guarantor and (ii) the continuing or dissolution is in surviving Person shall be the best interests Borrower or a Subsidiary of the Borrower and is not materially disadvantageous to the LendersBorrower.
Appears in 1 contract
Sources: Credit Agreement (RealPage, Inc.)
Fundamental Changes. The Borrower will notConsummate any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), consummate any Division as the Dividing Person, or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, Property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(a) (i) any Person Restricted Subsidiary may merge be merged, amalgamated, liquidated or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
corporation) or (ii) any Person (other than the Borrower) Restricted Subsidiary may merge be merged, amalgamated, liquidated or consolidate consolidated with or into any Restricted Subsidiary in a transaction in which (provided that if one of the surviving entity is parties to such merger, amalgamation or becomes a Restricted Subsidiary; provided that, if such Person consolidation is a Subsidiary Guarantor, either (A) such Subsidiary Guarantor shall be the continuing or surviving entity is corporation or (B) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower or is or substantially concurrently becomes a Subsidiary Guarantorshall comply with Section 6.8 in connection therewith);
(iiib) any mergerNon-Guarantor Subsidiary that is a Foreign Subsidiary may be merged or consolidated with or into, consolidationor be liquidated into, Dispositionany other Non-Guarantor Subsidiary, liquidation and any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged or dissolution not prohibited by Sections 6.04consolidated with or into, 6.05 and 6.11 shall or be permittedliquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(ivc) any Restricted Non-Guarantor Subsidiary that is a Foreign Subsidiary may Dispose of all or substantially all of its assetsassets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary, and the Borrower or any Restricted Non-Guarantor Subsidiary that is a Domestic Subsidiary may Dispose of any stock of any all or substantially all of its Restricted Subsidiariesassets (upon voluntary liquidation dissolution, in each case winding-up or otherwise) to the Borrower or to another Restricted any other Non-Guarantor Subsidiary that is a Domestic Subsidiary; and;
(vd) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business not otherwise disposed of or transferred in accordance with Section 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution;
(e) Permitted Acquisitions permitted by Section 7.7(e) may be consummated;
(f) the Borrower or any Restricted Subsidiary may consummate any merger or consolidation to effect a change in the state or form of organization thereof, so long as the effect of such merger, consolidation or change is not adverse to the Lenders;
(g) any Restricted Subsidiary 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 wholly-owned Restricted Subsidiaries that are at such time required to become Guarantors pursuant to Section 6.8(c) and grant a perfected security interest in their respective assets constituting Collateral to the Administrative Agent pursuant to Section 6.8(a) and (b) (and which shall comply with such Sections), or, with respect to assets not so held by one or more such Restricted Subsidiaries, such Division, in the aggregate, would otherwise result in a Disposition permitted by Section 7.5(t); provided that, notwithstanding anything to the contrary in this Agreement, any Subsidiary which is a Division Successor resulting from a Division of assets of a Subsidiary that is not an Immaterial Subsidiary immediately before giving effect to such Division may not be deemed to be an Immaterial Subsidiary at the time of or in connection with the applicable Division.
Appears in 1 contract
Fundamental Changes. The Borrower will notMerge, and will not permit consolidate or enter into any Restricted Subsidiary to, merge into or consolidate with any other Personsimilar combination with, or permit enter into any other Person to merge into or consolidate with it, or Dispose Asset Disposition of (in one transaction or in a series of related transactions) all or substantially all of its assetsassets (whether in a single transaction or a series of transactions) with, any other Person or all liquidate, wind-up or substantially all of the stock of dissolve itself (or suffer any of its Restricted Subsidiaries (in each case, whether now owned liquidation or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuingdissolution) except:
(i) any Person Wholly-Owned Subsidiary of the Borrower may merge be merged, amalgamated or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
entity) or (ii) any Person (other than Wholly-Owned Subsidiary of the Borrower) Borrower may merge be merged, amalgamated or consolidate consolidated with or into any Restricted Guarantor (provided that the Guarantor shall be the continuing or surviving entity);
(i) any Non-Guarantor Subsidiary in that is a transaction in which Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, or may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, or may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the surviving entity is Borrower or becomes a Restricted Subsidiaryany Guarantor; provided that, if with respect to any such Person is a Subsidiary Guarantordisposition by any Non-Guarantor Subsidiary, the surviving entity is consideration for such disposition shall not exceed the Borrower or is or substantially concurrently becomes a Subsidiary Guarantorfair value of such assets;
(iiid) any mergerWholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any Permitted Acquisition; provided that in the case of any merger involving a Wholly-Owned Subsidiary that is a Domestic Subsidiary, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 a Guarantor shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower continuing or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiarysurviving entity; and
(ve) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersAsset Dispositions permitted by Section 7.5 (other than clause (d) thereof).
Appears in 1 contract
Sources: Credit Agreement (Atrion Corp)
Fundamental Changes. The Borrower will notConsummate any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit Division (or similar transaction), or liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assetsProperty or business, or all division or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, similar transaction except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(a) (i) any Person Restricted Subsidiary may merge be merged, amalgamated, liquidated or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
corporation) or (ii) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assetsbe merged, amalgamated, liquidated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.11 in connection therewith);
(b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any Restricted other Non-Guarantor Subsidiary;
(c) any Non-Guarantor Subsidiary may Dispose of any stock of any all or substantially all of its Restricted Subsidiariesassets (upon voluntary liquidation, in each case dissolution, winding-up or otherwise) to the Borrower or to another any Restricted Subsidiary; and;
(vd) Dispositions permitted by Section 7.05 may be consummated;
(e) any Restricted Investment expressly permitted by Section 7.02 may be structured as a merger, consolidation or amalgamation;
(f) any Excluded Subsidiary may liquidate be dissolved or dissolve if liquidated; and DB1/ 123795142.13
(g) So long as no Default or Event of Default is continuing or would result therefrom, Holdings may be merged with and into Parent, with Parent being the Borrower determines surviving entity in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lendersmerger.
Appears in 1 contract
Fundamental Changes. The Borrower will notMerge, and will not permit consolidate, amalgamate or enter into any Restricted Subsidiary to, merge into or consolidate with any other Personsimilar combination with, or permit enter into any other Person to merge into or consolidate with it, or Dispose Asset Disposition of (in one transaction or in a series of related transactions) all or substantially all of its assetsassets (whether in a single transaction or a series of transactions) with, any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Subsidiary of the Borrowers may be merged, amalgamated, consolidated or dissolved voluntarily with or into a Borrower (provided that such Borrower shall be the continuing or surviving entity) or (ii) any Wholly-Owned Subsidiary of a Borrower may be merged, amalgamated, consolidated or dissolved voluntarily with or into any Subsidiary Guarantor (provided that such Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrowers shall comply with Section 8.14 in connection therewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated, consolidated or dissolved voluntarily with or into any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated, consolidated or dissolved voluntarily with or into any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the stock Borrowers or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(d) any Non-Guarantor Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary (other than a Foreign Subsidiary of a U.S. Credit Party);
(e) any Wholly-Owned Subsidiary of a Borrower may merge or amalgamate with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any acquisition permitted hereunder (including, without limitation, any Permitted Acquisition permitted pursuant to Section 9.3(g)); provided that in the case of any of its Restricted Subsidiaries merger or amalgamation involving a Wholly-Owned Subsidiary that is a Domestic Subsidiary, (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the surviving or continuing entity shall become a Subsidiary Guarantor and the Borrowers shall comply with Section 8.14 in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:connection therewith;
(if) any Person may merge or be consolidated amalgamate into a Borrower or any of its Wholly-Owned Subsidiaries in connection with or into the Borrower in a transaction in which the Borrower is the continuing or surviving Person;
(ii) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted SubsidiaryPermitted Acquisition permitted pursuant to Section 9.3(g); provided that, if that (i) in the case of a merger or amalgamation involving such Person is Borrower or a Subsidiary Guarantor, the continuing or surviving entity is the Person shall be such Borrower or is such Subsidiary Guarantor and (ii) the continuing or substantially concurrently becomes surviving Person shall be such Borrower or a Wholly-Owned Subsidiary Guarantorof such Borrower;
(iiig) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary that is a non-Material Subsidiary may Dispose be dissolved or otherwise wound up; provided that all of its assets, and the Borrower assets of such non-Material Subsidiary are transferred to one or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case more Subsidiaries prior to the Borrower such dissolution or to another Restricted Subsidiarywinding up; and
(vh) (i) any Restricted Subsidiary may liquidate intercompany transactions described on Schedule 9.4 as of the Closing Date and (ii) any other intercompany transactions approved in writing by the Required Lenders (such approval not to be unreasonably withheld or dissolve if delayed), it being understood and agreed that upon receipt by the Borrower determines in good faith that such liquidation or dissolution is Administrative Agent of all relevant information related thereto, in the best interests reasonable determination of the Borrower and is not materially disadvantageous Administrative Agent, the Administrative Agent shall promptly deliver such information to the LendersRequired Lenders for consideration.
Appears in 1 contract
Fundamental Changes. The (a) Enter into any merger, consolidation or amalgamation in which (i) the Borrower will not, and will or a Guarantor is not permit any Restricted Subsidiary to, merge into or consolidate with any other Personthe surviving entity, or permit (ii) if any other Person to merge into or consolidate Guarantor merges with itthe Borrower, the Borrower is not the surviving entity, or Dispose (iii) any Person merges, consolidates or amalgamates with and into any Guarantor and (except as set forth in the preceding clause (a)(ii)) the surviving entity is not a Guarantor or does not become an Additional Guarantor in accordance with the provisions of Section 5.5(b).
(in one b) Enter into any merger, consolidation or amalgamation of the Borrower whereby the Borrower’s Consolidated Net Worth less its tangible assets immediately after giving effect to any such transaction would be less than the Borrower’s Consolidated Net Worth less its tangible assets immediately prior to any such transaction.
(c) Sell, assign, lease, transfer or in a series otherwise dispose of related transactions) all or substantially all of its assets, or all or substantially all of the stock Borrower’s or any Guarantor’s business or Property, other than any sale, assignment, lease, transfer or other disposition of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
Property (i) any Person may merge or be consolidated with or into by the Borrower to (A) any Guarantor or (B) or any other Person that substantially concurrently with such sale, assignment, lease, transfer or other disposition of the business or Property of a Guarantor shall become an Additional Guarantor in a transaction in which accordance with the Borrower is the continuing provisions of Section 5.5(b) or surviving Person;
(ii) by any Person Guarantor of its business or Property to (A) any other than Guarantor, (B) the Borrower, or (C) may merge any other Person that substantially concurrently with such sale, assignment, lease, transfer or consolidate other disposition of the business or Property of a Guarantor shall become an Additional Guarantor in accordance with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiaryprovisions of Section 5.5(b); provided thatthat any sale, if such Person is a Subsidiary Guarantorassignment, the surviving entity is the Borrower lease, transfer or is other disposition of all or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose all of its assets, and the Borrower Borrower’s or any Restricted Guarantor’s business or Property to any Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and
(v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous a Guarantor that is immediately followed as part of a series of related transactions by another sale, assignment, lease, transfer or other disposition of such business or Property to the Lenders.a Guarantor or another Person that substantially concurrently shall become a Guarantor shall not constitute a breach of this Section 6.2(c). 53757850_7
Appears in 1 contract
Fundamental Changes. The Borrower will notMerge, and will not permit consolidate or enter into any Restricted Subsidiary to, merge into or consolidate similar combination with any other PersonPerson or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 8.14 in connection therewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or permit be liquidated into, any other Person to merge into Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidate consolidated with itor into, or Dispose be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, such disposition by any Non-Guarantor Subsidiary may be to another Non-Guarantor Subsidiary and the consideration for such disposition shall not exceed the fair value of such assets, or ;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of the stock its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of any all or substantially all of its Restricted Subsidiaries assets (in each caseupon voluntary liquidation, whether now owned dissolution, winding up or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(ie) dispositions permitted by Section 9.5;
(f) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that the continuing or surviving entity shall become a Subsidiary Guarantor if and when required by Section 8.14 in connection therewith); and
(g) any Person may merge or be consolidated with or into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a transaction Permitted Acquisition; provided that (i) in which the case of a merger involving the Borrower is the continuing or surviving Person;
(ii) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the continuing or surviving entity is Person shall be the Borrower or such Subsidiary Guarantor and (ii) if the Person merged is a Wholly-Owned Subsidiary of the Borrower, the continuing or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 surviving Person shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted a Wholly-Owned Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and
(v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersBorrower.
Appears in 1 contract
Sources: Credit Agreement (Blucora, Inc.)
Fundamental Changes. The Borrower will notConsummate any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit Division (or similar transaction), or liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assetsProperty or business, or all division or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, similar transaction except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(a) (i) any Person Restricted Subsidiary may merge be merged, amalgamated, liquidated or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
corporation) or (ii) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assetsbe merged, amalgamated, liquidated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.11 in connection therewith);
(b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any Restricted other Non-Guarantor Subsidiary;
(c) any Non-Guarantor Subsidiary may Dispose of any stock of any all or substantially all of its Restricted Subsidiariesassets (upon voluntary liquidation, in each case dissolution, winding-up or otherwise) to the Borrower or to another any Restricted Subsidiary;
(d) Dispositions permitted by Section 7.05 may be consummated;
(e) any Investment expressly permitted by Section 7.02 may be structured as a merger, consolidation or amalgamation;
(f) any Excluded Subsidiary may be dissolved or liquidated;
(g) So long as no Default or Event of Default is continuing or would result therefrom, Holdings may be merged with and into Parent, with Parent being the surviving entity in such merger; and
(vh) any Restricted Subsidiary the Loan Parties may liquidate or dissolve if effect the Borrower determines in good faith that such liquidation or dissolution is ▇▇▇▇▇▇ Intellectual Property Sale, the ▇▇▇▇▇▇ Liquidation, the ▇▇▇▇▇▇ Intellectual Property Sale and the ABG IP Sale (in the best interests case of the Borrower and is not materially disadvantageous ABG IP Sale, subject in all respects to the Lendersterms and conditions of the Second Amendment) and any assignment for the benefit of creditors in any jurisdiction relating to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Retail Stores, LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Design Limited (provided that the Loan Parties may not assume or otherwise incur any liabilities in connection with any such assignment for the benefit of creditors (other than any liabilities arising as a matter of law)).
Appears in 1 contract
Fundamental Changes. The Borrower will notMerge, and will not permit any Restricted Subsidiary to, merge into consolidate or consolidate with any other Personamalgamate, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assetsproperty or business, except that:
(a) the Borrower or any of its Subsidiaries may merge, amalgamate or consolidate with any Person; provided that (A) in the case of any merger, amalgamation or consolidation involving the Borrower, the Borrower shall be the continuing or surviving corporation; (B) in the case of any merger, amalgamation or consolidation involving a Material Group Member, the continuing or surviving entity shall be a Material Group Member; and (C) in the case of any merger or consolidation involving a Broker-Dealer Subsidiary, the continuing or surviving entity shall be a Broker-Dealer Subsidiary;
(b) any Subsidiary of the Borrower may Dispose of all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
assets (i) any Person may merge or be consolidated with or into the Borrower in a transaction in which the Borrower is the continuing or surviving Person;
(ii) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and to the Borrower or any Restricted Subsidiary may Dispose Subsidiary; provided that (A) in the case of any stock such Disposition by any Material Group Member that is a Guarantor, the transferee entity shall be a Material Group Member that is a Guarantor and (B) in the case of any of its Restricted Subsidiariessuch Disposition by any Broker-Dealer Subsidiary, in each case the transferee entity shall be a Broker-Dealer Subsidiary, (ii) to the Borrower or any Guarantor (upon voluntary liquidation or otherwise) or (iii) pursuant to another Restricted Subsidiarya Disposition permitted by Section 6.5;
(c) any Investment expressly permitted by Section 6.8 may be structured as a merger, consolidation or amalgamation; and
(vd) any Restricted Subsidiary of the Borrower may liquidate liquidate, wind up or dissolve or change its legal form if the Borrower determines in good faith that such liquidation or dissolution or change in legal form is in the best interests of the Borrower and is not materially disadvantageous to the Lenders.
Appears in 1 contract
Fundamental Changes. The Borrower will notMerge, and will not permit consolidate or enter into any Restricted Subsidiary to, merge into or consolidate similar combination with any other Person(including by division), or permit enter into any other Person to merge into or consolidate with it, or Dispose Asset Disposition of (in one transaction or in a series of related transactions) all or substantially all of its assetsassets (whether in a single transaction or a series of transactions) with, any other Person or all liquidate, wind-up or substantially all of the stock of dissolve itself (or suffer any of its Restricted Subsidiaries (in each case, whether now owned liquidation or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuingdissolution) except:
(i) any Person Wholly-Owned Subsidiary of the Borrower may merge be merged, amalgamated or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
entity) or (ii) any Person (other than Wholly-Owned Subsidiary of the Borrower) Borrower may merge be merged, amalgamated or consolidate consolidated with or into any Restricted Subsidiary in a transaction in which Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 8.14 in connection therewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or becomes consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up, division or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, if with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up, division or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any acquisition permitted hereunder (including, without limitation, any Permitted Acquisition permitted pursuant to Section 9.3(g)); provided that in the case of any merger involving a Wholly-Owned Subsidiary that is a Domestic Subsidiary, (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 8.14 in connection therewith;
(f) any Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition permitted pursuant to Section 9.3(g); provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving entity is Person shall be the Borrower or is such Subsidiary Guarantor and (ii) the continuing or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 surviving Person shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted a Wholly-Owned Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted SubsidiaryBorrower; and
(vg) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersAsset Dispositions permitted by Section 9.5.
Appears in 1 contract
Sources: Credit Agreement (STAMPS.COM Inc)
Fundamental Changes. The Borrower will notEnter into any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) of, all or substantially all of its assets, property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(a) (i) any Person Subsidiary Guarantor may merge be merged or be consolidated with or into the Borrower in a transaction in which or any other Subsidiary Guarantor (provided that if such merger or consolidation involves the Borrower, the Borrower is shall be the continuing or surviving Person;
entity), (ii) any Person (other than Subsidiary of the Borrower) Borrower that is not a Subsidiary Guarantor may merge or consolidate be merged with or consolidated into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is any Subsidiary Guarantor (provided that the Borrower or substantially concurrently becomes a the applicable Subsidiary Guarantor;
Guarantor shall be the continuing or surviving corporation) and (iii) any merger, consolidation, Disposition, liquidation Subsidiary of the Borrower that is not a Subsidiary Guarantor may be merged with or dissolution consolidated into any other Subsidiary of the Borrower that is not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;a Subsidiary Guarantor; and
(ivb) any Restricted Subsidiary of the Borrower may Dispose of any or all of its assets, and assets (upon voluntary liquidation or otherwise) to the Borrower or any Restricted Subsidiary may Dispose Guarantor (provided if the relevant asset was the subject of a Lien pursuant to any stock of any of its Restricted SubsidiariesSecurity Document, in each case to the Borrower or the applicable Subsidiary Guarantor shall grant security to another Restricted Subsidiarya similar extent and of a comparable quality over such asset in favor of the Collateral Agent, for the benefit of the Secured Parties (such security to be in form and substance satisfactory to the Administrative Agent and the Collateral Agent));
(c) in connection with a Permitted Acquisition or Permitted Joint Venture, any Person that is the subject of such Permitted Acquisition or Permitted Joint Venture (other than any Permitted Joint Venture that has obligations owing in respect of any Non-Recourse Indebtedness) may be merged or consolidated with or into the Borrower or any Subsidiary Guarantor (provided that the Borrower or the applicable Subsidiary Guarantor shall be the continuing or surviving corporation); and
(vd) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenderstransactions permitted under Section 7.5 shall be permitted.
Appears in 1 contract
Sources: Credit Agreement (CKX, Inc.)
Fundamental Changes. The Borrower will notConsummate any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, Property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(i) any Person may merge or be consolidated with or into the Borrower in a transaction in which the Borrower is the continuing or surviving Person;
(ii) any Person Restricted Subsidiary (other than the Borrower) may merge be merged, amalgamated or consolidate consolidated with or into Holdings or the Borrower (provided that Holdings or the Borrower, as applicable, shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary (other than the Borrower) may be merged, amalgamated or consolidated with or into any Restricted Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and Holdings shall comply with Section 6.8 in a transaction in which the surviving entity connection therewith);
(ii) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) Holdings or any merger, consolidation, Disposition, Restricted Subsidiary (other than the Borrower) may Dispose of all or substantially all of its assets upon voluntary liquidation or dissolution otherwise (other than, in the case of Holdings, the Capital Stock of the Borrower) to any Loan Party; provided that, with respect to any such Dispositions by any Non-Guarantor Subsidiary to any Loan Party for consideration in excess of the fair value of such assets (such excess, the “Excess Amount”), the sum of, without duplication, (A) the aggregate amount of all such Excess Amounts, (B) the aggregate book value of all Property transferred pursuant to Section 7.5(h) to a Person other than a Loan Party, (C) the aggregate amount of all Differential Amounts in respect of Dispositions made pursuant to Section 7.5(l) and (D) the aggregate amount of all Investments made pursuant to Sections 7.8(h) and 7.8(q), shall not prohibited by Sections 6.04, 6.05 at any time while this Agreement is in effect exceed 4% of consolidated total assets of Holdings and 6.11 shall be permittedits Restricted Subsidiaries (at the time of any transfer giving rise to any such amount or any such Investment);
(iv) any Restricted Non-Guarantor Subsidiary may Dispose of its assets, and the Borrower all or any Restricted Subsidiary may Dispose of any stock of any substantially all of its Restricted Subsidiariesassets (upon voluntary liquidation, in each case dissolution, winding-up or otherwise) to the Borrower or to another any other Non-Guarantor Subsidiary that is a Restricted Subsidiary;
(v) Dispositions permitted by Section 7.5 may be consummated;
(vi) any Investment expressly permitted by Section 7.8 may be structured as a merger, consolidation or amalgamation; and
(vvii) any Restricted Subsidiary may liquidate or dissolve if the Borrower (i) Holdings determines in good faith that such liquidation or dissolution is in the best interests interest of the Borrower Holdings and is not materially disadvantageous to the LendersLenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Sections 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution.
Appears in 1 contract
Fundamental Changes. The Borrower will notMerge, and will not permit consolidate or enter into any Restricted Subsidiary to, merge into or consolidate similar combination with any other PersonPerson or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Guarantor (provided that the Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary and the Borrower shall comply with Section 8.11 in connection therewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or permit be liquidated into, any other Person to merge into Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidate consolidated with itor into, or Dispose be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets, or ;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of the stock its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of any all or substantially all of its Restricted Subsidiaries assets (in each caseupon voluntary liquidation, whether now owned dissolution, winding up or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 9.5;
(f) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Guarantor and the Borrower shall comply with Section 8.11 in connection therewith);
(g) any Person may merge or be consolidated with or into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a transaction Permitted Acquisition; provided that (i) in which the case of a merger involving the Borrower is or a Guarantor, the continuing or surviving Person;
Person shall be the Borrower or such Guarantor and (ii) any the continuing or surviving Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is shall be the Borrower or is or substantially concurrently becomes a Wholly-Owned Subsidiary Guarantor;of the Borrower; and
(iiih) any the merger, consolidation, Disposition, liquidation consolidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose amalgamation of its assets, and the Borrower or any Restricted Subsidiary may Dispose in connection with or in preparation for the IPO for the purpose, among other things, of any stock changing its State of any organization within the United States of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted such Subsidiary; and
provided, however, that (vA) in the case of any Restricted Subsidiary may liquidate merger, consolidation or dissolve if amalgamation involving the Borrower, either the Borrower determines in good faith shall be the surviving Person or the Person surviving such merger, consolidation or amalgamation shall be, at the time of such merger, consolidation or amalgamation, a direct or indirect Domestic Subsidiary of the Sponsor and its Controlled Investment Affiliates that such liquidation is controlled, directly or dissolution is in indirectly, by Sponsor and its Controlled Investment Affiliates and that shall expressly assume all of the best interests Obligations of the Borrower pursuant to this Agreement and is not materially disadvantageous the other Loan Documents in a manner reasonably satisfactory to the LendersAdministrative Agent and all actions required to maintain the perfection of the Lien of the Administrative Agent on the property of the Borrower shall have been made and (B) in the case of any merger, consolidation or amalgamation involving any other Credit Party, either a Credit Party shall be the surviving Person or the Person surviving such merger, consolidation or amalgamation shall expressly guaranty the Obligations pursuant to the Guaranty and become a Credit Party, and all actions required to maintain the perfection of the Lien of the Administrative Agent on the property and (unless such Credit Party becomes the sole owner of the Borrower) the Stock of such Credit Party, shall have been made.
Appears in 1 contract
Sources: Credit Agreement (Wingstop Inc.)
Fundamental Changes. The Borrower will notConsummate any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, Property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(a) (i) any Person Restricted Subsidiary may merge be merged, amalgamated, liquidated or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is (including any Successor Borrower pursuant to the last paragraph of this Section 7.4) shall be the continuing or surviving Person;
corporation) or (ii) any Person (other than the Borrower) Subsidiary may merge be merged, amalgamated, liquidated or consolidate consolidated with or into any Restricted Subsidiary in a transaction in which (provided that if one of the surviving entity is parties to such merger, amalgamation or becomes a Restricted Subsidiary; provided that, if such Person consolidation is a Subsidiary Guarantor, either (x) such Subsidiary Guarantor shall be the continuing or surviving entity is corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower or is or substantially concurrently becomes a Subsidiary Guarantorshall comply with Section 6.8 in connection therewith);
(iiib) any mergerNon-Guarantor Subsidiary that is a Foreign Subsidiary or FSHCO may be merged or consolidated with or into, consolidationor be liquidated into, Dispositionany other Non-Guarantor Subsidiary, liquidation and any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged or dissolution not prohibited by Sections 6.04consolidated with or into, 6.05 and 6.11 shall or be permittedliquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(ivc) any Restricted Non-Guarantor Subsidiary that is a Foreign Subsidiary or FSHCO may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary, and any Non-Guarantor Subsidiary that is a Domestic Subsidiary may Dispose of its assets, and the Borrower all or any Restricted Subsidiary may Dispose of any stock of any substantially all of its Restricted Subsidiariesassets (upon voluntary liquidation dissolution, in each case winding-up or otherwise) to the Borrower or to another Restricted any other Non-Guarantor Subsidiary that is a Domestic Subsidiary; and;
(vd) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business not otherwise disposed of or transferred in accordance with Section 7.5 (or, in the case of any such business, discontinued), shall be transferred to, or otherwise owned or conducted by, a Loan Party (other than Holdings) after giving effect to such liquidation or dissolution;
(e) any Subsidiary Guarantor may (i) merge, amalgamate or consolidate with or into any other Subsidiary Guarantor, (ii) merge, amalgamate or consolidate with or into any Non-Guarantor Subsidiary; provided that if such Subsidiary Guarantor is not the surviving entity, such merger, amalgamation or consolidation shall be deemed to be an “Investment” permitted to be made pursuant to Section 7.7 and (iii) Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Subsidiary Guarantor; and
(f) any merger, amalgamation, dissolution, liquidation or consolidation or Disposition of all or substantially all of a the Property or business of a Group Member, the purpose of which is to effect (i) any Disposition permitted under Section 7.5 (other than in reliance on clause (c) thereof), (ii) any Investment permitted under Section 7.7 (other than in reliance on clause (k) thereof), (iii) any merger permitted under Section 7.11(d), (iv) the Transactions or (v)(A) the conversion of the Borrower or any Restricted Subsidiary into another form of entity or (B) any reorganization or reincorporation of (1) the Borrower or any Domestic Subsidiary in another jurisdiction in the United States or (2) any Foreign Subsidiary in the United States or any other jurisdiction; provided that in the case of this clause (v), (x) no Event of Default has occurred and is continuing or would result therefrom, (y) such conversion, reorganization or reincorporation does not adversely affect the aggregate value of the guarantee of the Secured Obligations or the Collateral or the Secured Parties’ rights and remedies (taken as a whole) under the Loan Documents (in each case, as reasonably determined by the Borrower in consultation with the Administrative Agent) and (z) if reasonably requested by the Administrative Agent, customary legal opinions, authorizing resolutions and other corporate documents as reasonably requested by the Agents shall have been delivered to the Administrative Agent. Notwithstanding anything herein to the contrary, the Borrower may merge or consolidate with or into any other Person (such other Person, the “Merger Partner”) so long as: (i) the Borrower shall be the continuing or surviving corporation or, in the case of a merger or consolidation in which the Borrower is not the continuing or surviving Person, the Person formed by or surviving any such merger 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 (the Borrower or such other Person, as the case may be, being herein referred to as the “Successor Borrower”), (ii) the Successor Borrower (if other than the Borrower) shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (iii) no Event of Default has occurred and is continuing at the date of such merger or consolidation or would result from such merger or consolidation, (iv) each Subsidiary Guarantor, unless such Subsidiary Guarantor is the other party to such merger or consolidation, shall have by a supplement to the Guarantee and Collateral Agreement in form reasonably satisfactory to the Administrative Agent confirmed that its obligation under the Guarantee and Collateral Agreement shall apply to the Successor Borrower’s obligations under this Agreement, (v) the Successor Borrower shall, immediately following such merger or consolidation, directly or indirectly own all Subsidiaries owned by the Borrower immediately prior to such merger or consolidation, (vi) the Secured Parties’ rights and remedies under the Loan Documents, including their rights and remedies with respect to any Collateral owned by the Successor Borrower, and the Successor Borrower’s obligations under the Guarantee and Collateral Agreement will not be impaired in any manner as a result of such merger or consolidation, (vii) if reasonably requested by the Administrative Agent, customary legal opinions, authorizing resolutions and other corporate documents as reasonably requested by the Agents shall be required to be provided and (viii) the Borrower shall have provided any documentation and other information regarding the Successor Borrower 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 without limitation the PATRIOT Act and each Lender shall be reasonably satisfied with its “know your customer” and PATRIOT Act review of the proposed Successor Borrower; provided that, if the foregoing are satisfied, the Successor Borrower (if other than the existing Borrower) will succeed to, and be substituted for, the Borrower under this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Affinity Gaming)
Fundamental Changes. The Borrower will notMerge, and will not permit consolidate or enter into any Restricted Subsidiary to, merge into or consolidate similar combination with any other PersonPerson or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Subsidiary of the Parent (other than a Borrower) or either Borrower may be merged, amalgamated or consolidated with or into the Parent or such Borrower, as applicable (provided that the Parent or such Borrower, as applicable, shall be the continuing or surviving entity) or (ii) any Wholly-Owned Subsidiary of the Parent (other than a Borrower) may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Parent shall comply with Section 8.14 in connection therewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or permit be liquidated into, any other Person to merge into Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidate consolidated with itor into, or Dispose be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Parent, the Borrowers or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets, or ;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of the stock its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of any all or substantially all of its Restricted Subsidiaries assets (in each caseupon voluntary liquidation, whether now owned dissolution, winding up or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 9.5;
(f) any Wholly-Owned Subsidiary of the Parent may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Parent shall comply with Section 8.15 in connection therewith);
(g) any Person may merge or be consolidated with or into the Borrower Parent or any of its Wholly-Owned Subsidiaries in connection with a transaction in which the Borrower is the continuing or surviving Person;
(ii) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted SubsidiaryPermitted Acquisition; provided thatthat in the case of a merger involving the Parent, if such Person is a Borrower or a Subsidiary Guarantor, the continuing or surviving entity is Person shall be the Parent, such Borrower or is or substantially concurrently becomes a such Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and
(vh) any Restricted Subsidiary that is an Immaterial Subsidiary may liquidate liquidate, wind-up or dissolve if the Borrower determines itself after having disposed of all or substantially all of its assets in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous accordance herewith. Notwithstanding anything to the Lenderscontrary in this Section 9.4 or elsewhere in this Agreement, (a) no Foreign Subsidiary a portion of whose equity is included within the Collateral may be merged, amalgamated or consolidated with or into, or be liquidated into, any other entity, the effect of which would be for the equity of such Foreign Subsidiary to be excluded from the Collateral, and (b) no Subsidiary that is providing a pledge of equity may be merged, amalgamated or consolidated with or into, or be liquidated into, any other entity, the effect of which would be for such equity to no longer be pledged.
Appears in 1 contract
Fundamental Changes. The Borrower will notMerge, and will not permit consolidate or enter into any Restricted Subsidiary to, merge into or consolidate similar combination with any other PersonPerson or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(i) any Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii) any Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 8.14 in connection therewith within the time period specified therein, in each case, to the extent required to do so);
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or permit be liquidated or dissolved into, any other Person to merge into Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidate consolidated with itor into, or Dispose be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets, or ;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of the stock its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of any all or substantially all of its Restricted Subsidiaries assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 9.5;
(f) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 8.14 in connection therewith within the time period specified therein, in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at to the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:extent required to do so; and
(ig) any Person may merge or be consolidated with or into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a transaction Permitted Acquisition; provided that (i) in which the case of a merger involving the Borrower is the continuing or surviving Person;
(ii) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the continuing or surviving entity is Person shall be the Borrower or is such Subsidiary Guarantor and (ii) the continuing or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 surviving Person shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted a Wholly-Owned Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and
(v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersBorrower.
Appears in 1 contract
Sources: Credit Agreement (Cirrus Logic Inc)
Fundamental Changes. The Borrower will notMerge, and will not permit consolidate or enter into any Restricted Subsidiary to, merge into or consolidate with any other Personsimilar combination with, or permit enter into any other Person to merge into or consolidate with it, or Dispose Asset Disposition of (in one transaction or in a series of related transactions) all or substantially all of its assetsassets (whether in a single transaction or a series of transactions) with, any other Person or all liquidate, wind-up or substantially all of the stock of dissolve itself (or suffer any of its Restricted Subsidiaries (in each case, whether now owned liquidation or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuingdissolution) except:
(i) any Person Wholly-Owned Subsidiary of the Borrower may merge be merged, amalgamated or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
entity) or (ii) any Person (other than Subsidiary of the Borrower) Borrower may merge be merged, amalgamated or consolidate consolidated with or into any Restricted Subsidiary in a transaction in which Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity is or becomes simultaneously with such transaction, the continuing or surviving entity shall become a Restricted Subsidiary Guarantor and the Borrower shall comply with Section 8.14 in connection therewith);
(b) any Non-Guarantor Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary;
(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, if with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(d) any Non-Guarantor Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary;
(e) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any acquisition permitted hereunder (including, without limitation, any Permitted Acquisition permitted pursuant to Section 9.3(g)); provided that in the case of any merger involving a Wholly-Owned Subsidiary that is a Domestic Subsidiary, (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 8.14 in connection therewith;
(f) any Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with any acquisition permitted hereunder (including, without limitation, any Permitted Acquisition permitted pursuant to Section 9.3(g)); provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving entity is Person shall be the Borrower or is such Subsidiary Guarantor and (ii) the continuing or substantially concurrently becomes surviving Person shall be the Borrower or a Wholly-Owned Subsidiary Guarantorof the Borrower;
(iiig) any merger, consolidation, Disposition, liquidation inactive Subsidiary or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Immaterial Subsidiary may Dispose dissolve, liquidate or wind-up at any time so long as any assets of its assets, and the such Subsidiary are transferred to Borrower or any Restricted a Subsidiary may Dispose of any stock of any of its Restricted Subsidiariesand if such inactive Subsidiary or Immaterial Subsidiary was a Credit Party, in each case such assets are transferred to the Borrower or to another Restricted Subsidiarya Credit Party; and
(vh) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersAsset Dispositions permitted by Section 9.5(g).
Appears in 1 contract
Sources: Credit Agreement (Us Ecology, Inc.)
Fundamental Changes. The Borrower will notMerge, and will not permit any Restricted Subsidiary todissolve, merge into or liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries assets (in each case, whether now owned or hereafter acquired), ) to or liquidate or dissolvein favor of any Person, except that, if at the time thereof and immediately after giving effect thereto so long as no Default shall have occurred and be continuingexists or would result therefrom:
(a) any Subsidiary may merge with (i) any Person may merge or be consolidated with or into the Borrower, PROVIDED that the Borrower in a transaction in which shall be the Borrower continuing or surviving Person, or (ii) any one or more other Subsidiaries, PROVIDED that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person;
(iib) any Person (other than the Borrower) Subsidiary may merge with any Person in order to effect a Permitted Acquisition or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary GuarantorJoint Venture expressly permitted hereunder;
(iiic) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower all or any Restricted Subsidiary may Dispose of any stock of any substantially all of its Restricted Subsidiaries, in each case 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 wholly-owned Subsidiary, then the transferee must either be the Borrower or a wholly-owned Subsidiary;
(d) the Borrower may dispose of the Borrower's chief executive office in connection with the refinancing of such chief executive office permitted by SECTION 7.02(f);
(e) the Borrower or any Subsidiary may dispose of any operating facility in the ordinary course of business; and
(vf) the Borrower or any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests dispose of the Borrower and is not materially disadvantageous accounts receivable to the Lendersextent permitted by SECTION 7.03.
Appears in 1 contract
Fundamental Changes. The Borrower will notMerge, and will not permit consolidate or consummate any Restricted Subsidiary to, merge into or consolidate with any other Personsimilar combination with, or permit consummate any other Person to merge into or consolidate with it, or Dispose Asset Disposition of (in one transaction or in a series of related transactions) all or substantially all of its assetsassets (whether in a single transaction or a series of transactions) with, any other Person or all liquidate, wind-up or substantially all of the stock of dissolve itself (or suffer any of its Restricted Subsidiaries (in each case, whether now owned liquidation or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuingdissolution) except:
(a) (i) any Person Wholly-Owned Subsidiary of the Borrower may merge be merged, amalgamated or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
entity) or (ii) any Person (other than Wholly-Owned Subsidiary of the Borrower) Borrower may merge be merged, amalgamated or consolidate consolidated with or into any Restricted Subsidiary in a transaction in which Guarantor (provided that the Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Guarantor and the Borrower shall comply with Section 8.14 in connection therewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or becomes consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Guarantor; provided that, if with respect to any such Person is a Subsidiary Guarantordisposition by any Non-Guarantor Subsidiary, the surviving entity is consideration for such disposition shall not exceed the Borrower or is or substantially concurrently becomes a Subsidiary Guarantorfair value of such assets;
(iiii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Non-Guarantor Subsidiary that is a Foreign Subsidiary may Dispose dispose of all or substantially all of its assetsassets (upon voluntary liquidation, and dissolution, winding up or otherwise) to the Borrower or any Restricted Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may Dispose dispose of any stock of any all or substantially all of its Restricted Subsidiariesassets (upon voluntary liquidation, in each case dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary or the Borrower or to another Restricted Subsidiary; andBorrower;
(ve) any Restricted Wholly-Owned Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any acquisition permitted hereunder (including, without limitation, any Permitted Acquisition permitted pursuant to Section 9.3(g)); provided; that if any Credit Party is not materially disadvantageous to a party thereto, such Credit Party (or a Person who becomes a Credit Party) will be the Lenders.surviving corporation;
Appears in 1 contract
Sources: Credit Agreement (Copart Inc)
Fundamental Changes. The Borrower will notEnter into any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) of, all or substantially all of its assets, property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(a) (i) any Person Subsidiary Guarantor may merge be merged or be consolidated with or into the Borrower in a transaction in which or any other Subsidiary Guarantor (provided that if such merger or consolidation involves the Borrower, the Borrower is shall be the continuing or surviving Person;
entity), (ii) any Person (other than Subsidiary of the Borrower) Borrower that is not a Subsidiary Guarantor may merge or consolidate be merged with or consolidated into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is any Subsidiary Guarantor (provided that the Borrower or substantially concurrently becomes a the applicable Subsidiary Guarantor;
Guarantor shall be the continuing or surviving corporation) and (iii) any merger, consolidation, Disposition, liquidation Subsidiary of the Borrower that is not a Subsidiary Guarantor may be merged with or dissolution consolidated into any other Subsidiary of the Borrower that is not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;a Subsidiary Guarantor; and
(ivb) any Restricted Subsidiary of the Borrower may Dispose of any or all of its assets, and assets (upon voluntary liquidation or otherwise) to the Borrower or any Restricted Subsidiary may Dispose Guarantor (provided if the relevant asset was the subject of a Lien pursuant to any stock of any of its Restricted SubsidiariesSecurity Document, in each case to the Borrower or the applicable Subsidiary Guarantor shall grant security to another Restricted Subsidiarya similar extent and of a comparable quality over such asset in favor of the Administrative Agent, for the benefit of the Secured Parties (such security to be in form and substance satisfactory to the Administrative Agent));
(c) in connection with a Permitted Acquisition or Permitted Joint Venture, any Person that is the subject of such Permitted Acquisition or Permitted Joint Venture (other than any Permitted Joint Venture that has obligations owing in respect of any Non- Recourse Indebtedness) may be merged or consolidated with or into the Borrower or any Subsidiary Guarantor (provided that the Borrower or the applicable Subsidiary Guarantor shall be the continuing or surviving corporation); and
(vd) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenderstransactions permitted under Section 7.5 shall be permitted.
Appears in 1 contract
Fundamental Changes. The Borrower will notMerge, and will not permit consolidate or enter into any Restricted Subsidiary tosimilar combination with, merge into or consolidate with including any other Persondivision, or permit enter into any other Person to merge into or consolidate with it, or Dispose Asset Disposition of (in one transaction or in a series of related transactions) all or substantially all of its assetsassets (whether in a single transaction or a series of transactions) with, any other Person or all liquidate, wind-up or substantially all of the stock of dissolve itself (or suffer any of its Restricted Subsidiaries (in each case, whether now owned liquidation or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuingdissolution) except:
(a) (i) any Person Wholly-Owned Subsidiary of the Borrower may merge be merged, amalgamated or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
entity) or (ii) any Person Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 8.14 in connection therewith);
(b) any Non-Guarantor Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary;
(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(d) any Non-Guarantor Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary;
(e) any Subsidiary (other than the Borrower) may merge dissolve, liquidate or consolidate with or into wind up its affairs at any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiarytime; provided thatthat such dissolution, liquidation or winding up, as applicable, does not materially impair the security interest of the Administrative Agent in the Collateral; provided, further, that any assets or other distribution from such liquidation, dissolution or winding up, be distributed to one or more Credit Parties or if such Person Subsidiary is owned by a Subsidiary Guarantornon-Credit Party and is itself not a Credit Party, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantordistributed to any other Subsidiary;
(iiif) any mergerWholly-Owned Subsidiary of the Borrower may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any Permitted Acquisition permitted pursuant to Section 9.3; provided that in the case of any such merger involving a Wholly-Owned Subsidiary that is a Domestic Subsidiary, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 (i) a Subsidiary Guarantor shall be permitted;the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 8.14 in connection therewith; and
(ivg) any Restricted Subsidiary Person may Dispose of its assets, and merge into the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, Wholly-Owned Subsidiaries in each case connection with a Permitted Acquisition permitted pursuant to Section 9.3; provided that the continuing or surviving Person shall be the Borrower or to another Restricted Subsidiary; and
(v) any Restricted a Wholly-Owned Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersBorrower.
Appears in 1 contract
Sources: Credit Agreement (Lubys Inc)
Fundamental Changes. The Borrower will notEnter into any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) of, all or substantially all of its assets, property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto that so long as no Event of Default shall have occurred and be continuingexists or would result therefrom:
(ia) any Person Subsidiary of the Borrowers may merge be merged or be consolidated with or into the Borrower in a transaction in which the Borrower is TMP (provided that TMP shall be the continuing or surviving Person;
(ii) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity is or becomes a Restricted Subsidiary; provided thatcorporation) or, if such Person is a subject to Section 8.8(k) and excluding any Subsidiary Guarantor, with or into any Foreign Subsidiary or Non-Guarantor Subsidiary; notwithstanding the foregoing, any Non-Guarantor Subsidiary may be merged or consolidated with another Non-Guarantor Subsidiary without limitation and any Borrower may be merged or consolidated with or into TMP (provided that TMP shall be the continuing or surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary GuarantorPerson);
(iiib) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary of TMP may Dispose of any or all of its assets, and the Borrower assets (upon voluntary liquidation or otherwise) to TMP or any Restricted Subsidiary Guarantor or, subject to Section 8.8(k) and excluding any Subsidiary Guarantor, any Non-Guarantor Subsidiary; notwithstanding the foregoing, any Non-Guarantor Subsidiary may Dispose of any stock of any or all of its Restricted Subsidiariesassets (upon voluntary liquidation or otherwise) to another Non-Guarantor Subsidiary without limitation;
(c) any Subsidiary may liquidate, wind up or dissolve after the Disposition of all of its assets as set forth in each case to the Section 8.4(b);
(d) any Borrower or Subsidiary may enter into a Permitted Acquisition;
(e) TMP may merge into a wholly-owned Domestic Subsidiary solely for purposes of changing its name to another Restricted SubsidiaryMonster Worldwide, Inc., provided that TMP is the surviving corporation; and
(vf) any Restricted Foreign Subsidiary may liquidate or dissolve if the Borrower determines in good faith merge into a UK Borrower, provided that such liquidation or dissolution UK Borrower is in the best interests of the Borrower and is not materially disadvantageous to the Lenderssurviving corporation.
Appears in 1 contract
Sources: Secured Revolving Credit Agreement (Monster Worldwide Inc)
Fundamental Changes. The Borrower will notMerge, and will not permit consolidate or enter into any Restricted Subsidiary to, merge into or consolidate with any other Personsimilar combination with, or permit enter into any other Person to merge into or consolidate with it, or Dispose Asset Disposition of (in one transaction or in a series of related transactions) all or substantially all of its assetsassets (whether in a single transaction or a series of transactions) with, any other Person or all liquidate, wind-up or substantially all of the stock of dissolve itself (or suffer any of its Restricted Subsidiaries (in each case, whether now owned liquidation or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuingdissolution) except:
(i) any Person Wholly-Owned Subsidiary of the Borrower may merge be merged, amalgamated or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
entity) or (ii) any Person Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 8.13 in connection therewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary of Holdings (other than the Borrower) may merge dispose of all or consolidate with substantially all of its assets (upon voluntary liquidation, dissolution, winding up or into otherwise) to the Borrower or any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiaryother Credit Party; provided that, if with respect to any such Person is a Subsidiary Guarantordisposition by any Non-Guarantor Subsidiary, the surviving entity is consideration for such disposition shall not exceed the Borrower or is or substantially concurrently becomes a Subsidiary Guarantorfair value of such assets;
(iiii) any mergerNon-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, consolidationdissolution, Dispositionwinding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, liquidation amalgamated or dissolution not prohibited by Sections 6.04consolidated with or into, 6.05 and 6.11 shall or be permittedliquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(ive) any Restricted Wholly-Owned Subsidiary of the Borrower may Dispose merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any acquisition permitted hereunder (including any Permitted Acquisition permitted pursuant to Section 9.3(g)); provided that (i) in the case of its assetsany merger involving a Wholly-Owned Subsidiary that is a Domestic Subsidiary, (x) a Subsidiary Guarantor shall be the continuing or surviving entity or (y) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 8.13 in connection therewith and (ii) in the case of any merger involving a Wholly-Owned Subsidiary that is a Pledged Foreign Subsidiary, (x) the Pledged Foreign Subsidiary shall be the continuing or surviving entity or (y) simultaneously with such transaction, the continuing or surviving entity shall become a Pledged Foreign Subsidiary and the Borrower shall comply with Section 8.13 in connection therewith;
(f) any Person may merge into the Borrower or any Restricted of the Borrower’s Wholly-Owned Subsidiaries in connection with a Permitted Acquisition permitted pursuant to Section 9.3(g); provided that in the case of a merger involving Holdings, the Borrower, a Subsidiary may Dispose of Guarantor or a Pledged Foreign Subsidiary, the continuing or surviving Person shall be Holdings, the Borrower, such Subsidiary Guarantor or such Pledged Foreign Subsidiary;
(g) convert into any stock of other organizational form (subject to complying with any of its Restricted Subsidiaries, in each case to notification requirements under the Borrower or to another Restricted SubsidiaryCollateral Agreement); and
(vh) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous make Asset Dispositions permitted pursuant to the LendersSection 9.5.
Appears in 1 contract
Fundamental Changes. The Borrower will notEnter into any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except pursuant to the U.K. Dissolution and the Company Voluntary Arrangements, and except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(a) (i) any Person Subsidiary may merge be merged or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that the continuing or surviving corporation shall be a Wholly Owned Subsidiary Guarantor) and (ii) any Person (other than the Borrower) Subsidiary that is not a Guarantor may merge or consolidate be merged with or into any Restricted other Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, (and if such Person other Subsidiary is a Subsidiary Guarantor the survivor shall be a Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor);
(iiii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted Subsidiary may Dispose of any stock of any or all of its Restricted Subsidiariesassets (including, in each case without limitation, transfers of Intercompany Loans or equity Investments)
(A) to the Borrower or any Guarantor (upon voluntary liquidation or otherwise) or (B) pursuant to another Restricted a Disposition permitted by Section 6.05, (ii) any Subsidiary that is not a Guarantor may Dispose of any or all of its assets to any other Subsidiary; and (iii) from and after the Tranche A Term Loan Repayment Date, any Group Member may dispose of any or all of its assets to the Borrower or any Subsidiary;
(c) any Investment expressly permitted by Section 6.08 may be structured as a merger, consolidation or amalgamation;
(d) any Subsidiary which has Disposed of all of its assets as permitted under this Section 6.04 and Section 6.05 or otherwise has no assets may be liquidated;
(e) the Group Members may consummate the transactions contemplated under the Tax Restructuring;
(f) any Joint Venture may be liquidated, provided that (x) the assets and liabilities thereof are distributed to the owners of such Joint Venture, pro rata, in accordance with such owners’ respective equity interests in such Joint Venture and (y) the Net Cash Proceeds thereof are applied to prepay the Loans, to the extent required by Section 2.15 or Section 2.16, as applicable; and
(vg) any Restricted Subsidiary that is not a Guarantor may liquidate be liquidated or dissolve if dissolved so long as the Borrower determines in good faith aggregate book value of the assets of all Subsidiaries that such liquidation have been dissolved or dissolution is liquidated pursuant to this Section 6.04(g) shall be less than 10% of the book value of the consolidated assets of the Group Members, taken as a whole (as set forth in the best interests most recent audited consolidated financial statements of the Borrower and is not materially disadvantageous that have been delivered pursuant to Section
5.01 (a) or, until any audited financial statements have been delivered pursuant to such Section, the LendersPro Forma Balance Sheet).
Appears in 1 contract
Sources: Term Loan and Revolving Credit Agreement (Federal-Mogul Corp)
Fundamental Changes. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate or amalgamate with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, except that so long as no Specified Event of Default would result therefrom:
(i) any Domestic Subsidiary (other than the Borrower) may merge into or Dispose consolidate or amalgamate with the Borrower as long as the Borrower is the surviving entity or such surviving Person shall assume the obligations of the Borrower hereunder (and if such Domestic Subsidiary is an Unrestricted Subsidiary, any Indebtedness of or Lien granted on the assets of such Domestic Subsidiary is permitted by Section 6.01 or 6.02),
(ii) [reserved],
(iii) any Domestic Subsidiary (other than the Borrower) may merge into or consolidate or amalgamate with any Subsidiary Guarantor (as long as (A) such Subsidiary Guarantor is the surviving entity, (B) such surviving entity becomes a Subsidiary Guarantor substantially concurrently with the consummation of such transaction and complies with Section 5.11 and Section 5.12 or (C) the disposition of such Subsidiary Guarantor would otherwise be permitted under Section 6.05 (other than Section 6.05(1)) or such Loan Party would otherwise be permitted to be redesignated as an Excluded Subsidiary immediately prior to such transaction (and shall be deemed to be so disposed or redesignated),
(iv) [reserved],
(v) any Restricted Subsidiary that is not a Loan Party may merge into or consolidate or amalgamate with (A) any other Restricted Subsidiary that is not a Loan Party or (B) any Loan Party,
(vi) the Borrower or any Restricted Subsidiary may consummate any Investment permitted by Section 6.04 (other than Section 6.04(aa)) (whether through a merger, consolidation, amalgamation or otherwise), provided that (A) the surviving entity shall be subject to the requirements of Section 5.11 and Section 5.12 (to the extent applicable) and (B), if the Borrower is a party to such transaction, the Borrower shall be the surviving entity or such surviving Person shall assume the obligations of the Borrower hereunder, and
(vii) any Restricted Subsidiary (other than the Borrower) may consummate any sale, transfer or other disposition permitted pursuant to Section 6.05 (other than Section 6.05(1)) (whether through a merger, consolidation, amalgamation or otherwise), provided that the surviving entity shall be subject to the requirements of Section 5.11 and Section 5.12 (to the extent applicable). In each of the preceding clauses (i), (ii) or (vi) of this Section 6.03(a), in one transaction the case of any merger, consolidation or amalgamation involving the Borrower, if the Person surviving such merger, consolidation or amalgamation is not the Borrower (any such Person, the “Successor Company”), (A) in the case of a series merger, consolidation or amalgamation involving the Borrower, the Successor Company shall be an entity organized or existing under the Laws of related transactionsthe United States, any state thereof, the District of Columbia or any territory thereof, (B) [reserved], (C) 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, (D) each Guarantor of the Obligations of the Borrower, unless it is the other party to such merger, consolidation or amalgamation, shall have confirmed that its Guarantee shall apply to the Successor Company’s obligations under the Loan Documents, (E) each Guarantor of the Obligations of the Borrower, unless it is the other party to such merger, consolidation or amalgamation, shall have by a supplement to applicable Security Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (F) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (D) and (G) the Successor Company shall have delivered to the Administrative Agent an officer’s certificate stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents; provided that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement.
(b) The Borrower will not, and will not permit any Restricted Subsidiary to, liquidate or dissolve or transfer, convey, sell, lease, assign or otherwise dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
that (i) any Person may merge or be consolidated with or into the Borrower in a transaction in which the Borrower is the continuing or surviving Person;
(ii) any Person Subsidiary (other than the Borrower) may merge transfer, convey, sell, lease, assign or consolidate with otherwise dispose of all or into any Restricted Subsidiary in a transaction in which portion of its assets (upon liquidation, dissolution, winding-up or any similar transaction) to the surviving entity is Borrower or becomes a Restricted Subsidiary; provided that, if such Person is a any Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(ivii) any Restricted Subsidiary may Dispose of its assets, and (other than the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and
(vBorrower) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (iii) any Restricted Subsidiary that is not a Loan Party may transfer, convey, sell, lease, assign or otherwise dispose of all or any portion of its assets (upon liquidation, dissolution, winding-up or any similar transaction) to the Borrower or any other Restricted Subsidiary, (iv) any Loan Party (other than the Borrower) may transfer all or any portion of its assets (upon liquidation, dissolution, winding-up or any similar transaction) to the Borrower or any other Subsidiary Guarantor, (v) [reserved], (vi) the Borrower or any Restricted Subsidiary may change its legal form, (vii) any merger the purpose and only substantive effect of which is to reincorporate or reorganize the Borrower or any Subsidiary in another jurisdiction in the United States, any state thereof or the District of Columbia shall be permitted and (viii) any Restricted Subsidiary (other than the Borrower) may transfer all or any portion of its assets (upon liquidation, dissolution, winding-up or any similar transaction) to any Person in order to effect an Investment permitted pursuant to Section 6.04 (other than Section 6.04(aa)) or a sale, transfer or other disposition permitted pursuant to Section 6.05 (other than Section 6.05(1)).
Appears in 1 contract
Fundamental Changes. The Borrower will notEnter into any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) of, all or substantially all of its assets, property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto that so long as no Event of Default shall have occurred and be continuingexists or would result therefrom:
(ia) any Person Subsidiary of the Borrowers may merge be merged or be consolidated with or into the Borrower in a transaction in which the Borrower is Monster Worldwide (provided that Monster Worldwide shall be the continuing or surviving Person;
(ii) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity is or becomes a Restricted Subsidiary; provided thatcorporation) or, if such Person is a subject to Section 8.8(k) and excluding any Subsidiary Guarantor, with or into any Foreign Subsidiary or Non-Guarantor Subsidiary; notwithstanding the foregoing, any Non-Guarantor Subsidiary may be merged or consolidated with another Non-Guarantor Subsidiary without limitation and any Borrower may be merged or consolidated with or into Monster Worldwide (provided that Monster Worldwide shall be the continuing or surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary GuarantorPerson);
(iiib) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary of Monster Worldwide may Dispose of any or all of its assets, and the Borrower assets (upon voluntary liquidation or otherwise) to Monster Worldwide or any Restricted Subsidiary Guarantor or, subject to Section 8.8(k) and excluding any Subsidiary Guarantor, any Non-Guarantor Subsidiary; notwithstanding the foregoing, any Non-Guarantor Subsidiary may Dispose of any stock of any or all of its Restricted Subsidiariesassets (upon voluntary liquidation or otherwise) to another Non-Guarantor Subsidiary without limitation;
(c) any Subsidiary may liquidate, wind up or dissolve after the Disposition of all of its assets as set forth in each case to the Section 8.4(b);
(d) any Borrower or to another Restricted SubsidiarySubsidiary may enter into a Permitted Acquisition; and
(ve) any Restricted Foreign Subsidiary may liquidate or dissolve if the Borrower determines in good faith merge into a UK Borrower, provided that such liquidation or dissolution UK Borrower is in the best interests of the Borrower and is not materially disadvantageous to the Lenderssurviving corporation.
Appears in 1 contract
Sources: Secured Revolving Credit Agreement (Monster Worldwide Inc)
Fundamental Changes. The Borrower will notMerge, and will not permit consolidate or enter into any Restricted Subsidiary to, merge into or consolidate similar combination with any other PersonPerson or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(i) any Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii) any Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or permit be liquidated or dissolved into, any Subsidiary Guarantor (provided that a Subsidiary Guarantor shall be the continuing or surviving entity or the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 8.14 in connection therewith within the time period specified therein, in each case, to the extent required to do so);
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Person to merge into Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidate consolidated with itor into, or Dispose be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets, or ;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of the stock its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of any all or substantially all of its Restricted Subsidiaries assets (in each caseupon voluntary liquidation, whether now owned dissolution, winding up or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(ie) dispositions permitted by Section 9.5; and
(f) any Person may merge or be consolidated with or into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a transaction Permitted Acquisition; provided that (i) in which the case of a merger involving the Borrower is the continuing or surviving Person;
(ii) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the continuing or surviving entity is Person shall be the Borrower or is such Subsidiary Guarantor (or substantially concurrently becomes the continuing or surviving Person shall become a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, Guarantor and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiariesshall comply with Section 8.14 in connection therewith within the time period specified therein, in each case case, to the extent required to do so) and (ii) the continuing or surviving Person shall be the Borrower or to another Restricted Subsidiary; and
(v) any Restricted a Wholly-Owned Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersBorrower.
Appears in 1 contract
Sources: Credit Agreement (Cirrus Logic Inc)
Fundamental Changes. The Borrower will notConsummate any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, Property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(a) (i) any Person Restricted Subsidiary may merge be merged, amalgamated or be consolidated with or into into, or be liquidated into, the Borrower in a transaction in which (provided, that the Borrower is shall be the continuing or surviving Person;
corporation) or (ii) any Person (other than the Borrower) Restricted Subsidiary may merge be merged, amalgamated or consolidate consolidated with or into into, or be liquidated into, any Restricted Subsidiary Guarantor (provided, that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) substantially simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in a transaction in which the surviving entity connection therewith);
(b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(ivc) any Restricted Subsidiary may Dispose of all or substantially all of its assets, and the Borrower assets upon voluntary liquidation or otherwise to any Restricted Loan Party;
(d) any Non-Guarantor Subsidiary may Dispose of any stock of any all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiaries, in each case to the Borrower Subsidiary or to another Restricted Subsidiary; andHoldings;
(ve) Dispositions permitted by Section 7.5 (other than Section 7.5(c)) and any merger, dissolution, liquidation, consolidation, amalgamation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 (other than Section 7.5(c)), may be consummated;
(f) any Investment expressly permitted by Section 7.7 (other than Section 7.7(o)) may be structured as a merger, consolidation or amalgamation;
(g) The Borrower and its Restricted Subsidiaries may consummate the Transactions and a Specified Transaction;
(h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution;
(i) any Escrow Entity may be merged with and into the Borrower or any Restricted Subsidiary (provided that the Borrower or such Restricted Subsidiary shall be the continuing or surviving entity); and
(j) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing or would result therefrom, any Person may be merged, amalgamated or consolidated with or into the Borrower, provided, that (A) the Borrower shall be the surviving entity or (B) if the surviving entity is not the Borrower (such other person, the “Successor Borrower”), (1) 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, (2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and the Required Lenders, (3) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee and Collateral Agreement confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its guarantee as reaffirmed pursuant to clause (3) and (6) the Successor Borrower shall deliver to the Administrative Agent (x) an officer’s certificate stating that such merger or consolidation does not violate this Agreement or any other Loan Document and (y) an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement or any other Loan Document and covering such other matters as are contemplated by the opinions of counsel delivered on the Closing Date pursuant to Section 5.1(e) (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement).
Appears in 1 contract
Fundamental Changes. The Borrower will notEnter into any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except pursuant to the U.K. Dissolution and the Company Voluntary Arrangements and except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(a) (i) any Person Subsidiary may merge be merged or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that the continuing or surviving corporation shall be a Wholly Owned Subsidiary Guarantor) and (ii) any Person (other than the Borrower) Subsidiary that is not a Guarantor may merge or consolidate be merged with or into any Restricted other Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, (and if such Person other Subsidiary is a Subsidiary Guarantor the survivor shall be a Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor);
(iiii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted Subsidiary may Dispose of any stock of any or all of its Restricted Subsidiariesassets (including, in each case without limitation, transfers of Intercompany Loans or equity Investments)
(A) to the Borrower or any Wholly Owned Subsidiary Guarantor (upon voluntary liquidation or otherwise) or (B) pursuant to another Restricted a Disposition permitted by Section 6.5; and (ii) any Subsidiary that is not a Guarantor may Dispose of any or all of its assets to any other Subsidiary;
(c) any Investment expressly permitted by Section 6.8 may be structured as a merger, consolidation or amalgamation;
(d) any Subsidiary which has Disposed of all of its assets as permitted under this Section 6.4 and Section 6.5 or which otherwise has no assets may be liquidated;
(e) the Group Members may consummate the transactions contemplated under the Tax Restructuring;
(f) any Joint Venture may be liquidated, provided that (x) the assets and liabilities thereof are distributed to the owners of such Joint Venture, pro rata, in accordance with such owners’ respective equity interests in such Joint Venture and (y) the Net Cash Proceeds thereof are applied to prepay the Loans, to the extent required by Section 2.5; and
(vg) any Restricted Subsidiary that is not a Guarantor may liquidate be liquidated or dissolve if dissolved so long as the Borrower determines aggregate book value of the assets of all Subsidiaries that have been dissolved or liquidated pursuant to this Section 6.4(g), when taken together with the Group Members which are not Loan Parties which have taken any of the actions described in good faith that such liquidation or dissolution is Section 7(e), shall be less than 10% of the book value of the consolidated assets of the Group Members, taken as a whole (as set forth in the best interests most recent audited consolidated financial statements of the Borrower and is not materially disadvantageous that have been delivered pursuant to Section 5.1(a) or, until any audited financial statements have been delivered pursuant to such Section, the LendersPro Forma Balance Sheet).
Appears in 1 contract
Fundamental Changes. The Borrower will notEnter into any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except pursuant to the U.K. Dissolution and the Company Voluntary Arrangements, and except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(a) (i) any Person Subsidiary may merge be merged or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that the continuing or surviving corporation shall be a Wholly Owned Subsidiary Guarantor) and (ii) any Person (other than the Borrower) Subsidiary that is not a Guarantor may merge or consolidate be merged with or into any Restricted other Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, (and if such Person other Subsidiary is a Subsidiary Guarantor the survivor shall be a Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor);
(iiii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted Subsidiary may Dispose of any stock of any or all of its Restricted Subsidiariesassets (including, in each case without limitation, transfers of Intercompany Loans or equity Investments)
(A) to the Borrower or any Guarantor (upon voluntary liquidation or otherwise) or (B) pursuant to another Restricted a Disposition permitted by Section 6.05, (ii) any Subsidiary that is not a Guarantor may Dispose of any or all of its assets to any other Subsidiary; and (iii) from and after the Tranche A Term Loan Repayment Date, any Group Member may dispose of any or all of its assets to the Borrower or any Subsidiary;
(c) any Investment expressly permitted by Section 6.08 may be structured as a merger, consolidation or amalgamation;
(d) any Subsidiary which has Disposed of all of its assets as permitted under this Section 6.04 and Section 6.05 or otherwise has no assets may be liquidated;
(e) the Group Members may consummate the transactions contemplated under the Tax Restructuring;
(f) any Joint Venture may be liquidated, provided that (x) the assets and liabilities thereof are distributed to the owners of such Joint Venture, pro rata, in accordance with such owners’ respective equity interests in such Joint Venture and (y) the Net Cash Proceeds thereof are applied to prepay the Loans, to the extent required by Section 2.15 or Section 2.16, as applicable; and
(vg) any Restricted Subsidiary that is not a Guarantor may liquidate be liquidated or dissolve if dissolved so long as the Borrower determines in good faith aggregate book value of the assets of all Subsidiaries that such liquidation have been dissolved or dissolution is liquidated pursuant to this Section 6.04(g) shall be less than 10% of the book value of the consolidated assets of the Group Members, taken as a whole (as set forth in the best interests most recent audited consolidated financial statements of the Borrower and is not materially disadvantageous that have been delivered pursuant to Section 5.01(a) or, until any audited financial statements have been delivered pursuant to such Section, the LendersPro Forma Balance Sheet).
Appears in 1 contract
Sources: Term Loan and Revolving Credit Agreement (Federal Mogul Corp)
Fundamental Changes. The Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default of the type referred to in Section 8.01(a) exists or any Event of Default would result therefrom:
(i) (A) any Subsidiary may merge with a Loan Party, provided that such Loan Party, shall be the continuing or surviving Person, (B) any Foreign Subsidiary may merge with a Designated Foreign Subsidiary, provided that such Designated Foreign Subsidiary shall be the continuing or surviving Person or (C) any Foreign Subsidiary which is not a Designated Foreign Subsidiary may merge with any other Foreign Subsidiary which is not a Designated Foreign Subsidiary;
(ii) (A) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Party, (B) any Foreign Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Designated Foreign Subsidiary or (C) any Foreign Subsidiary which is not a Designated Foreign Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any other Foreign Subsidiary which is not a Designated Foreign Subsidiary;
(iii) the Borrower will notand its Subsidiaries may consummate the Acquisition;
(iv) any Loan Party (other than the Borrower) or any of its Subsidiaries may liquidate, sell, transfer, lease or otherwise Dispose of all or substantially all of its assets if such transaction is not prohibited by Section 7.05 (other than Sections 7.05(iv) and will not permit (v)) and otherwise is in compliance with Section 2.05(b)(i);
(v) in connection with any Restricted acquisition permitted under Section 7.03, any Subsidiary to, of the Borrower may merge into or consolidate with any other Person, Person or permit any other Person to merge into or consolidate with it, or Dispose of ; provided that (in one transaction or in A) the Person surviving such merger shall be a series of related transactions) all or substantially all of its assets, or all or substantially all Wholly-Owned Subsidiary of the stock Borrower and (B) in the case of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(i) such merger to which any Person may merge or be consolidated with or into the Borrower in a transaction in which the Borrower is the continuing or surviving Person;
(ii) any Person Loan Party (other than the Borrower) is a party, the surviving Person shall be (or become) a Loan Party;
(vi) so long as no Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto in the case of any Restricted Subsidiary in such merger to which any Loan Party is a transaction in which party, such Loan Party is the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, corporation. In the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted Subsidiary may Dispose case of any stock merger or consolidation permitted by this Section 7.04 of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and
(v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and which is not materially disadvantageous a Loan Party into a Loan Party, the Loan Parties shall cause to be executed and delivered such documents, instruments and certificates as are required in order for the Loan Parties to be, after giving effect to such transaction, in compliance, or will within the times specified therein be in compliance, with the terms of Section 6.12. Notwithstanding anything to the Lenderscontrary contained above in this Section 7.04, no action shall be permitted which results in a Change of Control.
Appears in 1 contract
Fundamental Changes. The Borrower will notEnter into any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except thatthat the following are permitted (collectively, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:“Permitted Acquisitions”):
(ia) any Person may merge be merged or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
(iicorporation) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Wholly Owned Subsidiary in a transaction in which Guarantor (provided that the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving entity is or becomes a Restricted Subsidiarycorporation); provided thatthat any such merger involving a Person that is not a Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.8(i); provided further, if that prior to consummating any merger 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 Person is merger, on a pro forma basis giving effect to such merger, with Section 7.1;
(i) any Subsidiary (other than a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and
(v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (ii) any Subsidiary may liquidate or dissolve if all or substantially all of its assets are transferred to the Borrower or a Subsidiary;
(i) any Subsidiary of the Borrower may Dispose of any or all of its assets to the Borrower or any Wholly Owned Subsidiary Guarantor (upon voluntary liquidation or otherwise) 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
(d) the Borrower or any Subsidiary may make any Investment expressly permitted by Section 7.8 structured as a merger, consolidation or amalgamation.
Appears in 1 contract
Sources: Credit Agreement (Gartner Inc)
Fundamental Changes. The Merge, consolidate (it being acknowledged that the term “consolidate” does not include any consolidation occurring solely pursuant to GAAP of the financial results of the Borrower will not, and will not permit with the financial results of Standard General or SDOI) or enter into any Restricted Subsidiary to, merge into or consolidate with any other Personsimilar combination with, or permit enter into any other Person to merge into or consolidate with it, or Dispose Asset Disposition of (in one transaction or in a series of related transactions) all or substantially all of its assetsassets (whether in a single transaction or a series of transactions) with, any other Person or all liquidate, wind‑up or substantially all of the stock of dissolve itself (or suffer any of its Restricted Subsidiaries liquidation or dissolution) except: (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
a) (i) any Person Wholly‑owned Subsidiary of the Borrower may merge be merged, amalgamated or be consolidated with or into the Borrower in a transaction in which (provided that the Borrower is shall be the continuing or surviving Person;
entity) or (ii) any Person (other than Wholly‑owned Subsidiary of the Borrower) Borrower may merge be merged, amalgamated or consolidate consolidated with or into any Restricted Subsidiary in a transaction in which Guarantor (provided that the Guarantor shall be the continuing or surviving entity is or becomes simultaneously with such transaction, the continuing or surviving entity shall become a Restricted SubsidiaryGuarantor and the Borrower shall comply with Section 6.14 in connection therewith); -78- (b) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Guarantor; (c) any Wholly‑owned Subsidiary of the Borrower may merge with or into the Person such Wholly‑owned Subsidiary was formed to acquire in connection with any acquisition permitted hereunder (including any Permitted Acquisition permitted pursuant to Section 7.3(e)); provided that, if such Person in the case of any merger involving a Wholly‑owned Subsidiary that is a Subsidiary GuarantorDomestic Subsidiary, (i) a Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity is shall become a Guarantor and the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
shall comply with Section 6.14 in connection therewith; and (iiid) any mergerAcquired Entity may be merged, consolidation, Disposition, liquidation amalgamated or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of its assets, and consolidated with or into the Borrower or any Restricted Subsidiary may Dispose of its Subsidiaries in connection with a Permitted Acquisition in a manner consistent with the definition of “Acquired Entity”. Section 7.5. Asset Dispositions. Make any stock Asset Disposition except: (a) the sale of obsolete, worn‑out or surplus assets no longer used or usable in the business of the Borrower or any of its Restricted Subsidiaries; (b) non‑exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in each case to any material respect with the Borrower or to another Restricted Subsidiary; and
(v) any Restricted Subsidiary may liquidate or dissolve if conduct of the Borrower determines in good faith that such liquidation or dissolution is in the best interests business of the Borrower and is its Subsidiaries; (c) leases, subleases, licenses or sublicenses of real or personal property granted by the Borrower or any of its Subsidiaries to others in the ordinary course of business not materially disadvantageous detracting from the value of such real or personal property or interfering in any material respect with the business of the Borrower or any of its Subsidiaries; (d) Asset Dispositions in connection with Events of Loss; provided that the requirements of Section 2.8(b) are complied with in connection therewith; (e) Assets Dispositions in connection with transactions permitted by Section 7.4; (f) the disposition of one hundred percent (100%) of the Ownership Interests of any Retail Store Subsidiary owned by any Loan Party; provided, that the Net Cash Proceeds thereof shall be applied as a mandatory prepayment of the Loans pursuant to the Lendersrequirements of Section 2.8(b)(i); and -79- (g) Asset Dispositions not otherwise permitted pursuant to this Section 7.5; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition, (ii) such Asset Disposition is made for fair market value and the consideration received shall be no less than seventy‑five percent (75%) in cash; provided that the amount of: (x) any liabilities (as shown on the Borrower’s or the applicable Subsidiary’s most recent balance sheet) of the Borrower or any Subsidiary thereof (other than contingent liabilities and liabilities that are by their terms subordinated to the Secured Obligations or Indebtedness of the Borrower or such Subsidiary that is unsecured or secured by a Lien junior in priority to the Liens securing the Secured Obligations) that are assumed by the transferee of any such assets and with respect to which the Borrower or the applicable Subsidiary is unconditionally released from further liability and (y) any securities received by the Borrower or such Subsidiary from such transferee that are converted within sixty (60) days by the Borrower or such Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in that conversion) will be deemed to be cash for purposes of this clause (ii), and (iii) the aggregate fair market value of all property disposed of after the Restatement Effective Date in reliance on this clause (g) shall not exceed $5,750,000.
Appears in 1 contract
Sources: Second Lien Credit Agreement
Fundamental Changes. The Borrower Company will not, and will not permit any Restricted Subsidiary toSubsidiary, merge to enter into any merger, consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, property or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(a) (i) any Person Subsidiary of the Company may merge be merged or be consolidated with or into the Borrower in a transaction in which Company (provided that the Borrower is Company shall be the continuing or surviving Person;
corporation) or with or into any Subsidiary Guarantor (provided that a Subsidiary Guarantor shall be the continuing or surviving corporation), (ii) any Person Restricted Subsidiary that is not a Subsidiary Guarantor may be merged or consolidated with or into any other Restricted Subsidiary of the Company that is not a Subsidiary Guarantor and (other than the Borroweriii) any Unrestricted Subsidiary may merge be merged or consolidate consolidated with or into any Restricted Subsidiary in a transaction in which the surviving entity that is or becomes a Restricted Subsidiary; provided that, if such Person is not a Subsidiary Guarantor, Guarantor (provided that the Restricted Subsidiary shall be the continuing or surviving entity corporation);
(i) any Subsidiary of the Company may Dispose of any or all of its assets (A) to the Company or any Subsidiary Guarantor (upon voluntary liquidation or otherwise) or (B) pursuant to a Disposition permitted by Section 10.7 and (ii) any Restricted Subsidiary that is the Borrower not a Subsidiary Guarantor may Dispose of any or all of its assets to any other Restricted Subsidiary that is or substantially concurrently becomes not a Subsidiary Guarantor;
(iiic) any Disposition permitted by Section 10.7 may be effected through a merger, consolidation, Disposition, liquidation consolidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permittedamalgamation;
(ivd) any Investment expressly permitted by Section 10.8 may be effected through a merger, consolidation or amalgamation; and
(e) any Restricted Subsidiary (other than a Subsidiary Guarantor) may Dispose of its assetsliquidate, and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and
(v) any Restricted Subsidiary may liquidate wind up or dissolve if the Borrower Company determines in good faith that such liquidation liquidation, winding-up or dissolution is in the best interests interest of the Borrower Company and is not materially disadvantageous to the Lenders.holders of the Notes; provided that immediately before and immediately after giving effect to any transaction or series of transactions permitted by this Section 10.6, no Default or Event of Default shall have occurred or be continuing MSC Industrial Direct Co., Inc. Note Purchase and Private Shelf Agreement
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (MSC Industrial Direct Co Inc)
Fundamental Changes. The Borrower will not, and will not permit any Restricted Subsidiary to, merge into Directly or consolidate with any other Personindirectly (whether in one transaction or a series of transactions), or permit any other Person to merge into of its Subsidiaries directly or consolidate with it, or Dispose of indirectly (whether in one transaction or in a series of related transactions) all to:
(a) consummate any transaction of merger, consolidation or substantially all amalgamation;
(b) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution);
(c) make any Asset Acquisition other than a Scheduled Acquisition or a Permitted Acquisition; or
(d) make any material change in the business conducted by the Borrower and its Subsidiaries as set forth in Section 8.6; provided, however, that:
(1) notwithstanding clause (a) of its assetsthis Section 9.7, the merger, consolidation or amalgamation of any Subsidiary of the Borrower with any other Person as the method by which a Permitted Acquisition is accomplished shall be permitted, provided that either (A) the Borrower or such Subsidiary is the surviving entity in the transaction, or all (B) such Person is the surviving entity in the transaction and has complied with the provisions of Section 8.18 prior to or substantially all contemporaneously with the consummation of the stock transaction;
(2) notwithstanding clause (a) of this Section 9.7, the merger, consolidation or amalgamation of any Solvent Subsidiary of the Borrower with any Subsidiary Guarantor shall be permitted, provided that such Subsidiary Guarantor is the surviving entity in the transaction;
(3) notwithstanding clause (a) of this Section 9.7, the merger, consolidation or amalgamation of any Solvent Subsidiary of the Borrower with the Borrower shall be permitted, provided that the Borrower is the surviving entity in the transaction;
(4) notwithstanding clause (a) of this Section 9.7, the merger, consolidation or amalgamation of any Majority Owned Center Subsidiary with any Person shall be permitted, provided that the Indebtedness evidenced by any Pledged Note(s) executed by such Majority Owned Center Subsidiary is fully satisfied prior to or in connection with such transaction; and
(5) notwithstanding clause (b) of this Section 9.7, the Borrower may permit the dissolution of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, and any such Subsidiary may suffer such dissolution) if at the time thereof of such dissolution such Subsidiary has no assets, engages in no business and immediately after giving effect thereto otherwise has no Default shall have occurred and be continuing:
(i) any Person may merge or be consolidated with or into the Borrower in a transaction in which the Borrower is the continuing or surviving Person;
(ii) any Person (activities other than activities related to the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose maintenance of its assets, existence and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; and
(v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lendersstanding.
Appears in 1 contract
Sources: Credit Agreement (Symbion Inc/Tn)
Fundamental Changes. The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or Dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:
(i) any Person may merge or be consolidated with or into the Borrower in a transaction in which the Borrower is the continuing or surviving Person;
(ii) any Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Restricted Subsidiary; provided that, if such Person is a Subsidiary Guarantor, the surviving entity is the Borrower or is or substantially concurrently becomes a Subsidiary Guarantor;
(iii) any merger, consolidation, Disposition, liquidation or dissolution not prohibited by Sections 6.04, 6.05 and 6.11 shall be permitted;
(iv) any Restricted Subsidiary may Dispose of all or substantially all of its assets, and or all or substantially all of the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary; andSubsidiary or to any Person who becomes a Restricted Subsidiary in connection with such Disposition, and the Borrower may Dispose of substantially all of its assets, or substantially all of the stock of its Restricted Subsidiaries, in each case to any Restricted Subsidiary or to any Person who becomes a Restricted Subsidiary in connection with such Disposition;
(v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders;
(vi) the Borrower may merge into or consolidate with any other Person; provided that the Person formed by or surviving such consolidation or merger (such Person, the “Successor Borrower”) is an entity organized and existing under the laws of any State of the United States of America or the District of Columbia, and the Successor Borrower expressly assumes, by a Joinder and Reaffirmation Agreement, all of the obligations of the Borrower under this Agreement and each other Loan Document to which the Borrower is a party and takes all actions required by the Collateral Documents to perfect the Liens on the Collateral owned by the Successor Borrower; provided, further, that as of the date of such assumption pursuant this clause (vi),
(A) the Successor Borrower shall be in compliance with Section 6.10 on a pro forma basis after giving effect to such assumption,
(B) each other Loan Party shall have reaffirmed such Loan Party’s obligations under the Loan Documents to which it is a party by executing and delivering a Joinder and Reaffirmation Agreement,
(C) the Administrative Agent shall have received a certificate, dated the date of such assumption and signed by the Chief Executive Officer, a Vice President, a Financial Officer of the Successor Borrower or any other executive officer of the Successor Borrower who has specific knowledge of the Successor Borrower’s financial matters and is reasonably satisfactory to the Administrative Agent, confirming that (x) after giving effect to such assumption, no Default or Event of Default has occurred and is continuing, (y) after giving effect to such assumption, the representations and warranties of each Loan Party set forth in the Credit Agreement and the Collateral Documents are true and correct in all material respects (except to the extent that any such representation and warranty is qualified by materiality or Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects) as of the date of such assumption, except to the extent that any such representation and warranty relates to an earlier date (in which case such representation and warranty shall have been true and correct in all material respects (except to the extent that any such representation and warranty is qualified by materiality or Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects) as of such earlier date and (z) such merger or consolidation complies with this Agreement,
(D) the Administrative Agent shall have received (x) a certificate of the Successor Borrower substantially in the form of Exhibit E, including all annexes, exhibits and other attachments thereto and (y) if requested by the Administrative Agent, an opinion of counsel covering such other matters, and in a form, substantially the same as previously provided to the Administrative Agent under Section 4.01(b) to the extent applicable, and
(E) the Borrower shall have provided any documentation and other information about the Successor Borrower 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 Act.
Appears in 1 contract