Common use of Liquidation or Merger Clause in Contracts

Liquidation or Merger. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, at any time liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter into any merger or consolidation, other than (so long as no Default or Event of Default exists or would be caused thereby): (i) a merger or consolidation among the Borrower and one or more of its Restricted Subsidiaries, provided that (other than a merger of Gray with and into a New Borrower in connection with a Holding Company Reorganization) the Borrower is the surviving corporation, or (ii) a merger or consolidation solely between or among two or more Restricted Subsidiaries of the Borrower; provided that in any merger involving a Subsidiary Guarantor, a Subsidiary Guarantor is the surviving Person, or (iii) a merger or consolidation solely between or among one or more Restricted Subsidiaries of the Borrower and one or more Unrestricted Subsidiaries of the Borrower; provided that the applicable Restricted Subsidiary(ies) is(are) the surviving corporation(s), or (iv) in connection with an Acquisition permitted hereunder effected by a merger in which the Borrower or, in a merger in which the Borrower is not a party, a Restricted Subsidiary of the Borrower is the surviving corporation or the surviving corporation becomes a Restricted Subsidiary of the Borrower and complies with the requirements of Section 5.13, or (v) in connection with a Holding Company Reorganization, or (vi) the liquidation or dissolution of any Restricted Subsidiary of the Borrower so long as either (A) such Restricted Subsidiary owns no assets at the time of such liquidation or dissolution or (B) any assets owned by such Restricted Subsidiary are transferred to the Borrower or another Restricted Subsidiary prior to such liquidation or dissolution (or if such Restricted Subsidiary is a Subsidiary Guarantor, to the Borrower or another Subsidiary Guarantor).

Liquidation or Merger. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, at any time liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter into any merger or consolidation, other than (so long as no Default or Event of Default exists or would be caused thereby): (i) a merger or consolidation among the Borrower and one or more of its Restricted Subsidiaries, provided that (other than a merger of Gray Xxxx with and into a New Borrower in connection with a Holding Company Reorganization) the Borrower is the surviving corporation, or (ii) a merger or consolidation solely between or among two or more Restricted Subsidiaries of the Borrower; provided that in any merger involving a Subsidiary Guarantor, a Subsidiary Guarantor is the surviving Person, or (iii) a merger or consolidation solely between or among one or more Restricted Subsidiaries of the Borrower and one or more Unrestricted Subsidiaries of the Borrower; provided that the applicable Restricted Subsidiary(ies) is(are) the surviving corporation(s), or (iv) in connection with an Acquisition permitted hereunder effected by a merger in which the Borrower or, in a merger in which the Borrower is not a party, a Restricted Subsidiary of the Borrower is the surviving corporation or the surviving corporation becomes a Restricted Subsidiary of the Borrower and complies with the requirements of Section 5.13, or (v) in connection with a Holding Company Reorganization, or (vi) the liquidation or dissolution of any Restricted Subsidiary of the Borrower so long as either (A) such Restricted Subsidiary owns no assets at the time of such liquidation or dissolution or (B) any assets owned by such Restricted Subsidiary are transferred to the Borrower or another Restricted Subsidiary prior to such liquidation or dissolution (or if such Restricted Subsidiary is a Subsidiary Guarantor, to the Borrower or another Subsidiary Guarantor).

Liquidation or Merger. The Borrower Borrowers shall not, and shall not --------------------- permit any of its the Restricted Subsidiaries to, at any time time, liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter into any merger or consolidationmerger, other than (so long as no Default or Event of Default exists or would be caused thereby): (i) a merger or consolidation among the Borrowers or among any Borrower and one or more of its Restricted Subsidiaries, provided provided, however, -------- ------- that (other than a merger of Gray with and into a New Borrower in connection with a Holding Company Reorganization) any Borrower, as the Borrower case may be, is the surviving corporationPerson, or (ii) a merger or consolidation solely between or among two (2) or more Restricted Subsidiaries of the Borrower; provided that in any merger involving a Subsidiary Guarantor, a Subsidiary Guarantor is the surviving PersonSubsidiaries, or (iii) a merger or consolidation solely between or among one or more Restricted Subsidiaries of the Borrower and one or more Unrestricted Subsidiaries of the Borrower; provided that the applicable Restricted Subsidiary(ies) is(are) the surviving corporation(s), or (iv) in connection with an Acquisition permitted hereunder effected by a merger in which any Borrower, as the Borrower case may be, or, in a merger in which none of the Borrower Borrowers is not a party, a Restricted Subsidiary of the Borrower is the surviving corporation Person or the surviving corporation Person becomes a Restricted Subsidiary of the Borrower and complies with the requirements of Section 5.13Subsidiary, or (viv) in connection with a Holding Company Reorganizationmerger or consolidation among the Borrowers, or (vi) the liquidation any Borrower, or dissolution of any Restricted Subsidiary of on the Borrower so long as either one hand, and any Person, on the other hand, where the surviving Person (A) such Restricted Subsidiary owns no assets at is a corporation, partnership, or limited liability company organized and existing under the time laws of such liquidation the United States of America, any State thereof or dissolution or the District of Columbia, and (B) on the effective date of such merger or consolidation expressly assume, by supplemental agreement, executed and delivered to the Administrative Agent, for itself and on behalf of the Lenders and the Issuing Bank, in form and substance reasonably satisfactory to the Majority Lenders, all the Obligations of the Borrowers, or any assets owned by Borrower, or such Restricted Subsidiary are transferred Subsidiary, as the case may be, under the Notes, the Agreement and the other Loan Documents; provided -------- further, however, that, in each case, no Default or Event of Default exists and ------- ------- none shall be caused to the Borrower or another Restricted Subsidiary prior to such liquidation or dissolution (or if such Restricted Subsidiary is occur as a Subsidiary Guarantor, to the Borrower or another Subsidiary Guarantor)result thereof.

Liquidation or Merger. The Borrower Borrowers shall not, and shall not permit any of its the Restricted Subsidiaries to, at any time time, liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter into any merger or consolidationmerger, other than (so long as no Default or Event of Default exists or would be caused thereby): (i) a merger or consolidation among the Borrowers or among any Borrower and one or more of its Restricted Subsidiaries, provided provided, however, that (other than a merger of Gray with and into a New Borrower in connection with a Holding Company Reorganization) any Borrower, as the Borrower case may be, is the surviving corporationPerson, or (ii) a merger or consolidation solely between or among two (2) or more Restricted Subsidiaries of the Borrower; provided that in any merger involving a Subsidiary Guarantor, a Subsidiary Guarantor is the surviving PersonSubsidiaries, or (iii) a merger or consolidation solely between or among one or more Restricted Subsidiaries of the Borrower and one or more Unrestricted Subsidiaries of the Borrower; provided that the applicable Restricted Subsidiary(ies) is(are) the surviving corporation(s), or (iv) in connection with an Acquisition permitted hereunder effected by a merger in which any Borrower, as the Borrower case may be, or, in a merger in which none of the Borrower Borrowers is not a party, a Restricted Subsidiary of the Borrower is the surviving corporation Person or the surviving corporation Person becomes a Restricted Subsidiary, or (iv) a merger or consolidation (including, without limitation, in connection with an Acquisition permitted hereunder) among the Borrowers, or any Borrower, or any Restricted Subsidiary on the one hand, and any other Person, on the other hand, where the surviving Person (if other than a Borrower or a Restricted Subsidiary) (A) is a corporation, partnership, or limited liability company organized and existing under the laws of the Borrower United States of America, any State thereof or the District of Columbia, and complies with (B) on the requirements effective date of Section 5.13such merger or consolidation expressly assume, by supplemental agreement, executed and delivered to the Administrative Agent, for itself and on behalf of the Lenders and the Issuing Bank, in form and substance reasonably satisfactory to the Majority Lenders, all the Obligations of the Borrowers, or any Borrower, or such Restricted Subsidiary, as the case may be, under the Notes, the Agreement and the other Loan Documents, or (v) in connection with a Holding Company Reorganization, or (vi) the liquidation or dissolution of any a Restricted Subsidiary of the Borrower so long as either (A) such Restricted Subsidiary owns no assets at the time of such liquidation or dissolution or (B) any assets owned by such Restricted Subsidiary are transferred to the into a Borrower or another Restricted Subsidiary prior Subsidiary; provided further, however, that, in each case, no Default or Event of Default exists and none shall be caused to such liquidation or dissolution (or if such Restricted Subsidiary is occur as a Subsidiary Guarantor, to the Borrower or another Subsidiary Guarantor)result thereof.

Liquidation or Merger. The Borrower Borrowers shall not, and shall not permit any of its the Restricted Subsidiaries to, at any time time, liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter into any merger or consolidationmerger, other than (so long as no Default or Event of Default exists or would be caused thereby): (i) a merger or consolidation among the Borrowers or among any Borrower and one or more of its Restricted Subsidiaries, provided provided, however, that (other than a merger of Gray with and into a New Borrower in connection with a Holding Company Reorganization) any Borrower, as the Borrower case may be, is the surviving corporationPerson, or (ii) a merger or consolidation solely between or among two (2) or more Restricted Subsidiaries of the Borrower; provided that in any merger involving a Subsidiary Guarantor, a Subsidiary Guarantor is the surviving PersonSubsidiaries, or (iii) a merger or consolidation solely between or among one or more Restricted Subsidiaries of the Borrower and one or more Unrestricted Subsidiaries of the Borrower; provided that the applicable Restricted Subsidiary(ies) is(are) the surviving corporation(s), or (iv) in connection with an Acquisition permitted hereunder effected by a merger in which any Borrower, as the Borrower case may be, or, in a merger in which none of the Borrower Borrowers is not a party, a Restricted Subsidiary of the Borrower is the surviving corporation Person or the surviving corporation Person becomes a Restricted Subsidiary, or (iv) a merger or consolidation (including, without limitation, in connection with an Acquisition permitted hereunder) among the Borrowers, or any Borrower, or any Restricted Subsidiary on the one hand, and any Person, on the other hand, where the surviving Person (A) is a corporation, partnership, or limited liability company organized and existing under the laws of the Borrower United States of America, any State thereof or the District of Columbia, and complies with (B) on the requirements effective date of Section 5.13such merger or consolidation expressly assume, by supplemental agreement, executed and delivered to the Administrative Agent, for itself and on behalf of the Lenders and the Issuing Bank, in form and substance reasonably satisfactory to the Majority Lenders, all the Obligations of the Borrowers, or any Borrower, or such Restricted Subsidiary, as the case may be, under the Notes, the Agreement and the other Loan Documents, or (v) in connection with a Holding Company Reorganizationthe Escrow Corp. Merger, or (vi) the a liquidation or dissolution of any a Restricted Subsidiary into a Borrower; provided further, however, that, in each case, no Default or Event of the Borrower so long Default exists and none shall be caused to occur as either (A) such Restricted Subsidiary owns no assets at the time of such liquidation or dissolution or (B) any assets owned by such Restricted Subsidiary are transferred to the Borrower or another Restricted Subsidiary prior to such liquidation or dissolution (or if such Restricted Subsidiary is a Subsidiary Guarantor, to the Borrower or another Subsidiary Guarantor)result thereof.

Liquidation or Merger. The Borrower Borrowers shall not, and shall not permit any of its the Restricted Subsidiaries to, at any time time, liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter into any merger or consolidationmerger, other than (so long as no Default or Event of Default exists or would be caused thereby): (i) a merger or consolidation among the Borrowers or among any Borrower and one or more of its Restricted Subsidiaries; provided, provided however, that (other than a merger of Gray with and into a New Borrower in connection with a Holding Company Reorganization) any Borrower, as the Borrower case may be, is the surviving corporationPerson, or (ii) a merger or consolidation solely between or among two (2) or more Restricted Subsidiaries of the Borrower; provided that in any merger involving a Subsidiary GuarantorSubsidiaries, a Subsidiary Guarantor is the surviving Person, or (iii) a merger or consolidation solely between or among one or more Restricted Subsidiaries of the Borrower and one or more Unrestricted Subsidiaries of the Borrower; provided that the applicable Restricted Subsidiary(ies) is(are) the surviving corporation(s), or (iv) in connection with an Acquisition permitted hereunder effected by a merger in which any Borrower, as the Borrower case may be, or, in a merger in which none of the Borrower Borrowers is not a party, a Restricted Subsidiary of the Borrower is the surviving corporation Person or the surviving corporation Person becomes a Restricted Subsidiary, (iv) a merger or consolidation (including, without limitation, in connection with an Acquisition permitted hereunder) among the Borrowers, or any Borrower, or any Restricted Subsidiary on the one hand, and any other Person, on the other hand, where the surviving Person (if other than a Borrower or a Restricted Subsidiary) (A) is a corporation, partnership, or limited liability company organized and existing under the laws of the Borrower United States of America, any State thereof or the District of Columbia, and complies with (B) on the requirements effective date of Section 5.13such merger or consolidation expressly assumes, by supplemental agreement, executed and delivered to the Administrative Agent, for itself and on behalf of the Lenders and the Issuing Bank, in form and substance reasonably satisfactory to the Majority Lenders, all the Obligations of the Borrowers, or any Borrower, or such Restricted Subsidiary, as the case may be, under the Notes, this Agreement and the other Loan Documents, or (v) in connection with a Holding Company Reorganization, or (vi) the liquidation or dissolution of any a Restricted Subsidiary of the Borrower so long as either (A) such Restricted Subsidiary owns no assets at the time of such liquidation or dissolution or (B) any assets owned by such Restricted Subsidiary are transferred to the into a Borrower or another Restricted Subsidiary prior to such liquidation Subsidiary; provided, however, that, in each case, no Default or dissolution (Event of Default exists or if such Restricted Subsidiary is a Subsidiary Guarantor, to the Borrower or another Subsidiary Guarantor)would be caused thereby.

Liquidation or Merger. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, at any time liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter into any merger or consolidationmerger, other than (so long as no Default or Event of Default exists or would be caused thereby): (i) a merger or consolidation among the Borrower and one or more of its Restricted Subsidiaries, provided that (other than a merger of Gray Xxxx with and into a New Borrower in connection with a Holding Company Reorganization) the Borrower is the surviving corporation, or (ii) a merger or consolidation solely between or among two or more Restricted Subsidiaries of the Borrower; provided that in any merger involving a Subsidiary Guarantor, a Subsidiary Guarantor is the surviving Person, or (iii) a merger or consolidation solely between or among one or more Restricted Subsidiaries of the Borrower and one or more Unrestricted Subsidiaries of the Borrower; provided that the applicable Restricted Subsidiary(ies) is(are) the surviving corporation(s), ) or (iv) in connection with an Acquisition permitted hereunder effected by a merger in which the Borrower or, in a merger in which the Borrower is not a party, a Restricted Subsidiary of the Borrower is the surviving corporation or the surviving corporation becomes a Restricted Subsidiary of the Borrower and complies with the requirements of Section 5.13, or (v) in connection with a Holding Company Reorganization, or (vi) the liquidation or dissolution of any Restricted Subsidiary of the Borrower so long as either (A) such Restricted Subsidiary owns no assets at the time of such liquidation or dissolution or (B) any assets owned by such Restricted Subsidiary are transferred to the Borrower or another Restricted Subsidiary prior to such liquidation or dissolution (or if such Restricted Subsidiary is a Subsidiary Guarantor, to the Borrower or another Subsidiary Guarantor).