Common use of Merger, Consolidation, Sale of Assets, Etc Clause in Contracts

Merger, Consolidation, Sale of Assets, Etc. (i) Merge or consolidate with any Person, or permit any of their Subsidiaries, other than Paramount and its Subsidiaries and Subsidiaries of Alon Interests, to merge or consolidate with any Person (each a “Merger”), unless (A) no Change of Control will result from such Merger, (B) no Event of Default exists immediately prior to such Merger or will result therefrom, (C) in any Merger involving a Borrower, such Borrower shall be the surviving Person and the surviving Person shall expressly assume all Obligations of the Borrowers under this Agreement and the other Loan Documents pursuant to such agreements and other documents, each in form and substance reasonably satisfactory to the Agent, as the Agent may reasonably require, (D) the WC Collateral Agent’s security interest in all of the IDB Revolving Facility First Lien Collateral (as defined in the Intercreditor Agreement) shall remain a perfected first priority security, securing the Obligations, free and clear of all other Liens (other than Permitted Liens), and the Companies shall have taken all actions necessary or reasonably requested by the WC Collateral Agent to maintain or protect the WC Collateral Agent’s security interest, and (E) in the event that the aggregate net book value of the assets of such Person and its Consolidated Subsidiaries subject to and after giving effect to such Merger (whether in one transaction or a series of related transactional) exceeds $25,000,000, the Borrowers deliver to the Agent a certificate of a Responsible Officer of the Administrative Borrower, certifying that (I) immediately before and after giving effect to any such Merger, no Event of Default has occurred or is continuing or will result from any such Merger, (II) as of the last Fiscal Quarter for which financial statements were delivered pursuant to Section 7.01(a)(i), on a pro forma basis after giving effect to any such Merger as if it had occurred at the beginning of the most recent fiscal period of four Fiscal Quarters for which such financial statements were delivered, Alon USA and its Consolidated Subsidiaries would be in compliance with the covenants contained in Section 7.02(i) hereof, (III) no Change of Control shall occur as a result of and after giving effect to such Merger and (IV) as of the date of the last Borrowing Base Certificate delivered to the Agent pursuant to Section 7.01(a)(ix), on a pro forma basis after giving effect to such Merger as if it had occurred as of the date of such Borrowing Base Certificate, the sum of (x) the aggregate principal amount of all outstanding Revolving Credit Loans, plus (y) the outstanding amount of all Letter of Credit Obligations does not exceed the Borrowing Base (which, with respect to the certifications in clause (II) and (IV), shall set forth in reasonable detail the Borrowers’ calculations, shall be prepared both on a reasonable basis and in good faith and based on assumptions believed by the Borrowers to be reasonable at the time made), then such Merger shall be permitted; provided further, however, that (i) any Company may consummate a Merger pursuant to the Acquisition Documents and (ii) any Company (other than the Borrowers) may be merged into any other Company (other than the Borrowers) or another such Subsidiary (other than the Borrowers) that is a Guarantor Company, or may consolidate with another such Subsidiary that is a Guarantor Company, so long as (A) no other provision of this Agreement would be violated thereby, (B) the Companies give the Agent at least 60 days’ prior written notice of such merger or consolidation and which entity will survive in any such merger or consolidation and (C) no Event of Default shall have occurred and be continuing either before or after giving effect to such transactions.

Merger, Consolidation, Sale of Assets, Etc. Resulting in a Change in Control. (a) In the event of a Change in Control (as hereinafter defined), notwithstanding the provisions of Section 4, the Company's Right of Repurchase shall immediately be and become null and void ab initio and shall no longer be exercisable by the Corporation if, within two (2) years of such Change in Control, the Optionee shall cease for any reason to be a member of the Board of Directors of the Corporation. For purposes of this Agreement, a Change in Control of the Corporation shall be deemed to have occurred if (i) Merge there shall be consummated (x) any consolidation or consolidate with any Personmerger of the Corporation in which the Corporation is not the continuing or surviving corporation or pursuant to which shares of the Common Stock would be converted into cash, securities or permit any of their Subsidiariesother property, other than Paramount and its Subsidiaries and Subsidiaries a merger of Alon Interests, to merge or consolidate with any Person (each a “Merger”), unless (A) no Change the Corporation in which the holders of Control will result from such Merger, (B) no Event of Default exists the Common Stock immediately prior to such Merger or will result therefrom, (C) in any Merger involving a Borrower, such Borrower shall be the merger have the same proportionate ownership of common stock of the surviving Person and corporation immediately after the surviving Person shall expressly assume all Obligations of the Borrowers under this Agreement and the merger, or (y) any sale, lease, exchange or other Loan Documents pursuant to such agreements and other documents, each in form and substance reasonably satisfactory to the Agent, as the Agent may reasonably require, transfer (D) the WC Collateral Agent’s security interest in all of the IDB Revolving Facility First Lien Collateral (as defined in the Intercreditor Agreement) shall remain a perfected first priority security, securing the Obligations, free and clear of all other Liens (other than Permitted Liens), and the Companies shall have taken all actions necessary or reasonably requested by the WC Collateral Agent to maintain or protect the WC Collateral Agent’s security interest, and (E) in the event that the aggregate net book value of the assets of such Person and its Consolidated Subsidiaries subject to and after giving effect to such Merger (whether in one transaction or a series of related transactionaltransactions) exceeds $25,000,000of all, or substantially all, of the Borrowers deliver assets of the Corporation; or (ii) the stockholders of the Corporation approve any plan or proposal for the liquidation or dissolution of the Corporation; or (iii) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of 30% or more of the Corporation's outstanding Common Stock, except for any person who had such beneficial ownership prior to the Agent a certificate date hereof; or (iv) during any period of a Responsible Officer of the Administrative Borrowertwo (2) consecutive years, certifying that (I) immediately before and after giving effect to any such Merger, no Event of Default has occurred or is continuing or will result from any such Merger, (II) as of the last Fiscal Quarter for which financial statements were delivered pursuant to Section 7.01(a)(i), on a pro forma basis after giving effect to any such Merger as if it had occurred individuals who at the beginning of such period constitute the most recent fiscal period entire Board of four Fiscal Quarters Directors shall cease for which such financial statements were delivered, Alon USA and its Consolidated Subsidiaries would be in compliance with the covenants contained in Section 7.02(i) hereof, (III) no Change of Control shall occur as any reason to constitute a result of and after giving effect to such Merger and (IV) as of the date of the last Borrowing Base Certificate delivered to the Agent pursuant to Section 7.01(a)(ix), on a pro forma basis after giving effect to such Merger as if it had occurred as of the date of such Borrowing Base Certificate, the sum of (x) the aggregate principal amount of all outstanding Revolving Credit Loans, plus (y) the outstanding amount of all Letter of Credit Obligations does not exceed the Borrowing Base (which, with respect to the certifications in clause (II) and (IV), shall set forth in reasonable detail the Borrowers’ calculations, shall be prepared both on a reasonable basis and in good faith and based on assumptions believed by the Borrowers to be reasonable at the time made), then such Merger shall be permittedmajority thereof; provided furtherprovided, however, that an event or series of events described in (i), (ii), (iii) any Company may consummate or (iv) above shall not constitute a Merger pursuant Change in Control if a majority of the directors in office who were also directors on the date which is three (3) years prior to the Acquisition Documents and (ii) any Company (other than the Borrowers) may be merged into any other Company (other than the Borrowers) or another such Subsidiary (other than the Borrowers) that is a Guarantor Company, or may consolidate with another such Subsidiary that is a Guarantor Company, so long as (A) no other provision of this Agreement would be violated thereby, (B) the Companies give the Agent at least 60 days’ prior written notice occurrence of such merger or consolidation and which entity will survive in any such merger or consolidation and (C) no Event of Default an event shall have occurred and be continuing either before or after giving effect to such transactionsso determine.

Merger, Consolidation, Sale of Assets, Etc. (i) Merge or consolidate with any Person, or permit any of their Subsidiaries, other than Paramount and its Subsidiaries and Subsidiaries of Alon Intereststhe Excluded Subsidiaries, to merge or consolidate with any Person (each a “"Merger”"), unless (A) no Change of Control will result from such Merger, (B) no Event of Default exists immediately prior to such Merger or will result therefrom, (C) in any Merger involving a Borrower, such Borrower shall be the surviving Person and the surviving Person shall expressly assume all Obligations of the Borrowers under this Agreement and the other Loan Documents pursuant to such agreements and other documents, each in form and substance reasonably satisfactory to the Agent, as the Agent may reasonably require, (D) the WC Collateral Agent’s 's security interest in all of the IDB Revolving Facility First Lien Collateral (as defined in the Intercreditor Agreement) shall remain a perfected perfected, first priority securitysecurity interest, securing the Obligations, free and clear of all other Liens (other than Permitted Liens), and the Companies shall have taken all actions necessary or reasonably requested by the WC Collateral Agent to maintain or protect the WC Collateral Agent’s 's security interest, and (E) in the event that the aggregate net book value of the assets of such Person and its Consolidated Subsidiaries subject to and after giving effect to such Merger (whether in one transaction or a series of related transactional) exceeds $25,000,000, the Borrowers deliver to the Agent a certificate of a Responsible Officer of the Administrative Borrower, certifying that (I) immediately before and after giving effect to any such Merger, no Event of Default has occurred or is continuing or will result from any such Merger, (II) as of the last Fiscal Quarter for which financial statements were delivered pursuant to Section 7.01(a)(i), on a pro forma basis after giving effect to any such Merger as if it had occurred at the beginning of the most recent fiscal period of four Fiscal Quarters for which such financial statements were delivered, Alon USA and its Consolidated Subsidiaries would be in compliance with the covenants contained in Section 7.02(i) hereof, (III) no Change of Control shall occur as a result of and after giving effect to such Merger and (IV) as of the date of the last Borrowing Base Certificate delivered to the Agent pursuant to Section 7.01(a)(ix), on a pro forma basis after giving effect to such Merger as if it had occurred as of the date of such Borrowing Base Certificate, the sum of (x) the aggregate principal amount of all outstanding Revolving Credit Loans, plus (y) the outstanding amount of all Letter of Credit Obligations does not exceed the Borrowing Base (which, with respect to the DOC ID - 18336046.11 certifications in clause (II) and (IV), shall set forth in reasonable detail the Borrowers’ ' calculations, shall be prepared both on a reasonable basis and in good faith and based on assumptions believed by the Borrowers to be reasonable at the time made), then such Merger shall be permitted; provided furtherprovided, however, that (i) any Company may consummate a Merger pursuant to the Acquisition Documents and (ii) any Company (other than the Borrowers) may be merged into any other Company (other than the Borrowers) or another such Subsidiary (other than the Borrowers) that is a Guarantor Company, or may consolidate with another such Subsidiary that is a Guarantor Company, so long as (A) no other provision of this Agreement would be violated thereby, (B) the Companies give the Agent at least 60 days’ ' prior written notice of such merger or consolidation and which entity will survive in any such merger or consolidation and (C) no Event of Default shall have occurred and be continuing either before or after giving effect to such transactions.

Merger, Consolidation, Sale of Assets, Etc. (i) Merge or consolidate with any Person, or permit any of their Subsidiaries, other than Paramount and its Subsidiaries and Subsidiaries of Alon Interests, to merge or consolidate with any Person (each a “Merger”), unless (A) no Change of Control will result from such Merger, (B) no Event of Default exists immediately prior to such Merger or will result therefrom, (C) in any Merger involving a the Borrower, such the Borrower shall be the surviving Person and the surviving Person shall expressly assume all Obligations of the Borrowers Borrower under this Agreement and the other Loan Documents pursuant to such agreements and other documents, each in form and substance reasonably satisfactory to the Agent, as the Agent may reasonably require, (D) the WC Collateral Agent’s security interest in all of the IDB Revolving Facility First Lien Collateral (as defined in the Intercreditor Agreement) shall remain a perfected first priority security, securing the Obligations, free and clear of all other Liens (other than Permitted Liens), and the Companies shall have taken all actions necessary or reasonably requested by the WC Collateral Agent to maintain or protect the WC Collateral Agent’s security interest, and (E) in the event that the aggregate net book value of the assets of such Person and its Consolidated Subsidiaries subject to and after giving effect to such Merger (whether in one transaction or a series of related transactional) exceeds $25,000,000, the Borrowers deliver Borrower delivers to the Agent a certificate of a Responsible Officer of the Administrative Borrower, certifying that (I) immediately before and after giving effect to any such Merger, no Event of Default has occurred or is continuing or will result from any such Merger, (II) as of the last Fiscal Quarter for which financial statements were delivered pursuant to Section 7.01(a)(i), on a pro forma basis after giving effect to any such Merger as if it had occurred at the beginning of the most recent fiscal period of four Fiscal Quarters for which such financial statements were delivered, Alon USA and its Consolidated Subsidiaries would be in compliance with the covenants contained in Section 7.02(i) hereof, (III) no Change of Control shall occur as a result of and after giving effect to such Merger and (IV) as of the date of the last Borrowing Base Certificate delivered to the Agent pursuant to Section 7.01(a)(ix), on a pro forma basis after giving effect to such Merger as if it had occurred as of the date of such Borrowing Base Certificate, the sum of (x) the aggregate principal amount of all outstanding Revolving Credit Loans, plus (y) the outstanding amount of all Letter of Credit Obligations does not exceed the Borrowing Base (which, with respect to the certifications in clause (II) and (IV), shall set forth in reasonable detail the Borrowers’ Borrower’s calculations, shall be prepared both on a reasonable basis and in good faith and based on assumptions believed by the Borrowers Borrower to be reasonable at the time made), then such Merger shall be permitted; provided further, however, that (i) any Company may consummate a Merger pursuant to the Acquisition Documents and (ii) any Company (other than the BorrowersBorrower) may be merged into any other Company (other than the BorrowersBorrower) or another such Subsidiary (other than the BorrowersBorrower) that is a Guarantor Company, or may consolidate with another such Subsidiary that is a Guarantor Company, so long as (A) no other provision of this Agreement would be violated thereby, (B) the Companies give the Agent at least 60 days’ prior written notice of such merger or consolidation and which entity will survive in any such merger or consolidation and (C) no Event of Default shall have occurred and be continuing either before or after giving effect to such transactions.