Common use of Mergers, Acquisitions, Etc Clause in Contracts

Mergers, Acquisitions, Etc. Neither the Borrower nor any Subsidiary will acquire assets or all or any part of any other Person, or merge into or with or consolidate with any other Person unless (x) the Borrower or such Subsidiary shall be the surviving entity in such transaction; and (y) substantially all of the assets of such Person shall consist of domestic undeveloped Hydrocarbon Interests or domestic developed Oil and Gas Properties; or sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property or assets to any other Person other than the Borrower or an Active Subsidiary; provided, however, nothing shall prohibit Borrower or any Active Subsidiary from: (i) acquiring (a) any domestic undeveloped Hydrocarbon Interests, (b) domestic developed Oil and Gas Properties or (c) all of the outstanding capital stock of a Person, substantially all of the Property of which consists of domestic undeveloped Hydrocarbon Interests or domestic developed Oil and Gas Properties, so long as Borrower or such Active Subsidiary pledges and/or mortgages to the Lenders substantially all such developed Oil and Gas Properties or all capital stock acquired pursuant thereto by execution of documents in form and substance satisfactory to Agent in its sole discretion, granting perfected, first priority Liens (subject to the Intercreditor Agreement) and security interests in such Oil and Gas Properties subject only to Excepted Liens, Liens otherwise permitted by Section 6.02 and other Liens acceptable to the Required Lenders; or (ii) merging (after having given Agent thirty (30) days prior written notice) (a) any Active or Inactive Subsidiary into another Active Subsidiary or (b) any Guarantor into Borrower. Notwithstanding the preceding, any transaction pursuant to this Section 6.08 shall not be permitted unless at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenants set forth in Section 6.13 and Section 6.14 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements required by Sections 5.01(a) or (b), as the case may be have been delivered or for which comparable financial statements have been filed with the SEC, after giving pro forma effect to such transaction and to any other event occurring after the commencement of such period as to which pro forma recalculation is appropriate as if such transaction had occurred as of the first day of such period.

Mergers, Acquisitions, Etc. Neither the Borrower nor any Subsidiary will acquire assets or all or any part of any other Person, or No Originator shall merge into or with or consolidate with any other Person unless (x) the Borrower or such Subsidiary shall be the surviving entity in such transaction; and (y) substantially all of the assets of such Person shall consist of domestic undeveloped Hydrocarbon Interests or domestic developed Oil and Gas Properties; or sellinto, convey, transfer, lease or otherwise dispose of all or substantially all of its assets (whether now owed or hereafter acquired) to, or acquire all or substantially all of the assets or Stock of, any other Person (whether in one transaction or in a series of transactions), except that (i) any Originator may merge or consolidate with another Originator (ii) any Subsidiary of Cone Xxxxx may merge or consolidate with any Originator so long as such Originator is the surviving entity from such transaction, (iii) any Originator may convey, lease, transfer or otherwise dispose of any of its assets to any other Originator, (iv) any Originator may acquire all or substantially all of its Property the assets or assets to Stock of any other Person other than the Borrower or an Active Subsidiary; providedwhich is a Subsidiary of Cone Xxxxx immediately prior to such acquisition, however, nothing shall prohibit Borrower or any Active Subsidiary from: and (i) acquiring (av) any domestic undeveloped Hydrocarbon Interests, (b) domestic developed Oil and Gas Properties Originator may acquire all or (c) all of the outstanding capital stock of a Person, substantially all of the Property assets or Stock of any other Person (the "Target") in any transaction (a "Permitted Acquisition") which consists satisfies each and every of domestic undeveloped Hydrocarbon Interests the following conditions: (1) The Operating Agent shall have received not less than ten (10) days' prior written notice of such Permitted Acquisition; (2) The Target shall be engaged in a business of the same type as is engaged in by such Originator; (3) Such Permitted Acquisition shall be consensual and shall have been approved by the Target's Board of Directors (or domestic developed Oil other comparable governing body); (4) The aggregate consideration paid or payable in connection with all Permitted Acquisitions consummated during any particular Fiscal Year shall not exceed $30,000,000; (5) Upon the consummation of such Permitted Acquisition, the business and Gas Properties, so long as Borrower or such Active Subsidiary pledges and/or mortgages to the Lenders substantially all such developed Oil and Gas Properties or all capital stock assets being acquired pursuant thereto by execution of documents in form and substance satisfactory to Agent in its sole discretion, granting perfected, first priority Liens (subject to the Intercreditor Agreement) and security interests in such Oil Permitted Acquisition shall be free and Gas Properties subject only to Excepted Liens, clear of all Liens otherwise permitted by Section 6.02 other than (x) Permitted Encumbrances and (y) other Liens acceptable on assets (other than Receivables) of the Target granted to secure Debt having an aggregate outstanding principal balance of not more than $5,000,000; (6) Such Originator shall be the Required Lenderssurviving entity from the Permitted Acquisition; or (ii7) merging Not less than ten (after having given Agent thirty (3010) days prior written noticeto the consummation of such Permitted Acquisition, (x) the Operating Agent shall have received a pro forma balance sheet, income statement and cash flow statement of Cone Xxxxx and its Subsidiaries (acollectively, the "Acquisition Pro Forma") any Active or Inactive Subsidiary into another Active Subsidiary or (b) any Guarantor into Borrower. Notwithstanding based on the preceding, any transaction most recent quarterly financial statements of Cone Xxxxx and its Subsidiaries delivered to the Operating Agent pursuant to this Section 6.08 Annex 5.02(a) of the Purchase Agreement, which Acquisition Pro Forma shall be complete and shall fairly present the financial condition of Cone Xxxxx and its Subsidiaries after giving effect to such Permitted Acquisition and the Acquisition Pro Forma for such Permitted Acquisition shall reflect that the Seller's and the Originators' average daily aggregate borrowing or other credit availability under the Purchase Agreement and the Credit Facility for the 90-day period immediately preceding the consummation of such Permitted Acquisition would have exceeded $25,000,000 on a pro forma basis taking into account such Permitted Acquisition, and (y) the Operating Agent also shall have received balance sheet, income statement and cash flow statement projections for Cone Xxxxx and its Subsidiaries for the 12-month period immediately following such Permitted Acquisition (collectively, the "Acquisition Projections"), which Acquisition Projections shall be based on reasonable assumptions and shall reflect that the Seller's and the Originators' average daily aggregate borrowing or other credit availability under the Purchase Agreement and the Credit Facility for the 90-day period immediately following the consummation of such Permitted Acquisition shall not be permitted unless at less than $25,000,000; (8) Prior to the consummation of such Permitted Acquisition, the Operating Agent shall have received a copy of all of the final definitive agreements for such Permitted Acquisition; and (9) At the time of such transaction (A) both before and after giving effect theretoto the consummation of such Permitted Acquisition, no Default Termination Event or Incipient Termination Event of Default shall have occurred and be continuing; (B) provided that, in the Borrower would be case of any Permitted Acquisition in compliance with the covenants set forth in Section 6.13 and Section 6.14 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements required aggregate consideration paid or payable by Sections 5.01(athe applicable Originator is less than $2,500,000, the conditions specified in items (1) or and (b), as 7) above shall not apply and the case conditions specified in item (8) above may be have been delivered or for which comparable financial statements have been filed with the SEC, satisfied within a reasonable time after giving pro forma effect to such transaction and to any other event occurring after the commencement of such period as to which pro forma recalculation Permitted Acquisition is appropriate as if such transaction had occurred as of the first day of such period.consummated. SECTION 4.04

Mergers, Acquisitions, Etc. Neither the Borrower nor any Subsidiary will acquire assets or all or any part of any other Person, or merge into or with or consolidate with any other Person unless (x) the Borrower or such Subsidiary shall be the surviving entity in such transaction; and (y) substantially all of the assets of such Person shall consist of domestic undeveloped Hydrocarbon Interests or domestic developed Oil and Gas Properties; and (z) no Event of Default under Section 10.01(l) shall result therefrom, or sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property or assets to any other Person other than the Borrower or an Active Subsidiary; provided, however, nothing shall prohibit Borrower or any Active Subsidiary from: (i) acquiring (a) any domestic undeveloped Hydrocarbon Interests, (b) domestic developed Oil and Gas Properties or (c) all of the outstanding capital stock of a Person, substantially all of the Property of which consists of domestic undeveloped Hydrocarbon Interests or domestic developed Oil and Gas Properties, so long as Borrower or such Active Subsidiary pledges and/or mortgages to the Lenders substantially all such developed Oil and Gas Properties or all capital stock acquired pursuant thereto by execution of documents in form and substance satisfactory to Agent in its sole discretion, granting perfected, first priority Liens (subject to the Intercreditor Agreement) and security interests in such Oil and Gas Properties subject only to Excepted Liens, Liens otherwise permitted by Section 6.02 9.02 and other Liens acceptable to the Required Majority Lenders; or (ii) merging (after having given Agent thirty (30) days prior written notice) (a) any Active or Inactive Subsidiary into another Active Subsidiary or (b) any Guarantor into Borrower. Notwithstanding the preceding, any transaction pursuant to this Section 6.08 9.08 shall not be permitted unless at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenants set forth in Section 6.13 9.13, Section 9.14 and Section 6.14 9.15 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements required by Sections 5.01(aSection 8.01(a) or (b), as the case may be have been delivered or for which comparable financial statements have been filed with the SEC, after giving pro forma effect to such transaction and to any other event occurring after the commencement of such period as to which pro forma recalculation is appropriate as if such transaction had occurred as of the first day of such period.

Mergers, Acquisitions, Etc. Neither the Borrower nor any Subsidiary will acquire assets or all or any part of any other Person, Consolidate with or merge into or with or consolidate with any other Person unless (x) the Borrower or such permit any other Person to merge into it, acquire any Person as a new Subsidiary shall be the surviving entity in such transaction; and (y) or acquire all or substantially all of the assets of such Person shall consist of domestic undeveloped Hydrocarbon Interests or domestic developed Oil and Gas Properties; or sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property or assets to any other Person other than the Borrower or an Active Subsidiary; providedPerson, however, nothing shall prohibit Borrower or any Active Subsidiary from: except that (i) acquiring (a) any domestic undeveloped Hydrocarbon Interests, (b) domestic developed Oil and Gas Properties or (c) all the Borrower may consummate the Merger with Varsity in accordance with the Merger Documents upon satisfaction of the outstanding capital stock of a PersonConditions to Merger, substantially all of the Property of which consists of domestic undeveloped Hydrocarbon Interests or domestic developed Oil and Gas Properties, so long as Borrower or such Active Subsidiary pledges and/or mortgages to the Lenders substantially all such developed Oil and Gas Properties or all capital stock acquired pursuant thereto by execution of documents in form and substance satisfactory to Agent in its sole discretion, granting perfected, first priority Liens (subject to the Intercreditor Agreement) and security interests in such Oil and Gas Properties subject only to Excepted Liens, Liens otherwise permitted by Section 6.02 and other Liens acceptable to the Required Lenders; or (ii) merging (after having given Agent thirty (30) days prior written notice) (a) any Active or Inactive Subsidiary into another Active Subsidiary or (b) any Guarantor into Borrower. Notwithstanding the precedingBorrower and its Subsidiaries may merge with each other, any transaction pursuant to this Section 6.08 shall not be permitted unless at the time of such transaction provided that (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred then exists or will result after giving effect to any such merger and be continuing; (B) in any such merger involving the Borrower, the Borrower is the surviving Person and (iii) the Borrower may acquire any Person as a new Subsidiary or acquire all or substantially all the assets of any other Person provided that (A) no Default or Event of Default will result after giving effect to any such acquisition, (B) the Person to be so acquired is engaged in a business or activity reasonably related to the business of the Borrower and its Subsidiaries, (C) on a pro forma basis, if the Subsidiary so acquired had been a Subsidiary of the Borrower at the time the most recent Compliance Certificate was delivered to the Administrative Agent, the Borrower would be have been in compliance with the financial covenants set forth in Section 6.13 5.03 hereof, (D) the Person to be so acquired has executed or timely executes a Guaranty and Section 6.14 as other Security Documents in favor of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which Administrative Agent and the financial statements required by Sections 5.01(a) or (b), as the case may be have been delivered or for which comparable financial statements have been filed Lenders in accordance with the SECterms hereof, after giving pro forma effect (E) (I) if such acquisition is to be consummated during the period beginning between March 1 and October 31 of any year, inclusive, Availability at such transaction time shall exceed $5,000,000 and (II) if such acquisition is to be consummated at any other event occurring after time, Availability shall exceed $15,000,000 and (F) the commencement consideration for such acquisition does not, when added to the consideration for all other acquisitions subsequent to the Closing Date, exceed the sum of $10,000,000 plus the amount funded from the proceeds of cash equity received by the Borrower (such period as cash equity being received by the Borrower from the Parent from either equity contributions to which pro forma recalculation is appropriate as if such transaction had occurred as the Parent or the proceeds of the first day issuance of such periodIndebtedness by the Parent permitted by the Parent Guaranty).

Mergers, Acquisitions, Etc. Neither the Borrower nor any Subsidiary will acquire assets Merge or all or any part of any other Personconsolidate with, or merge into or with or consolidate with any other Person unless (x) the Borrower or such Subsidiary shall be the surviving entity in such transaction; and (y) substantially all of the assets of such Person shall consist of domestic undeveloped Hydrocarbon Interests or domestic developed Oil and Gas Properties; or sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property assets (whether now owned or assets to hereafter acquired) to, any other Person other than the Borrower or an Active Subsidiary; provided, however, nothing shall prohibit Borrower or any Active Subsidiary from: (i) acquiring (a) any domestic undeveloped Hydrocarbon Interests, (b) domestic developed Oil and Gas Properties or (c) all of the outstanding capital stock of a Person, or acquire all or substantially all of the Property assets or of which consists a line of domestic undeveloped Hydrocarbon Interests business of any Person (or domestic developed Oil enter into any agreement to do any of the foregoing), or permit any Subsidiary of the Borrower to do so, except (a) that any such Subsidiary (other than VSC) may merge into or transfer assets to the Borrower; (b) an acquisition described in Section 8.05(g) may be made; and Gas Properties(c) a Person may merge into the Borrower or any wholly-owned Subsidiary of the Borrower, so long as provided that (i) the Borrower or such Active wholly-owned Subsidiary pledges and/or mortgages to is the Lenders substantially all such developed Oil and Gas Properties or all capital stock acquired pursuant thereto by execution of documents in form and substance satisfactory to Agent in its sole discretion, granting perfected, first priority Liens (subject to the Intercreditor Agreement) and security interests survivor in such Oil and Gas Properties subject only to Excepted Liens, Liens otherwise permitted by Section 6.02 and other Liens acceptable to the Required Lendersmerger; or (ii) merging there shall be, in the judgment of the Agent (after having given consultation with the Designated Party; but the final determination shall be that of the Agent thirty alone), as a result of such merger no material adverse effect on (30x) days prior written notice) the business, operations, property, condition (a) any Active financial or Inactive Subsidiary into another Active Subsidiary otherwise), prospects, or ownership of the Borrower and its Subsidiaries, or (by) the validity or enforceability of any Guarantor into Borrower. Notwithstanding of the precedingTerm Loan Documents or the rights or remedies of the Agent or any of the Banks hereunder or thereunder; (iii) the Agent shall have been provided with sufficient information and documents, any transaction pursuant to this Section 6.08 shall not be permitted unless at and sufficiently in advance of the time effective date of such transaction merger, to enable the Agent to evaluate the merger; (Aiv) both before and after giving effect thereto, the assets of such Person are free of Liens; (v) no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenants set forth in Section 6.13 and Section 6.14 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements required by Sections 5.01(a) exists or (b), as the case may be have been delivered or for which comparable financial statements have been filed with the SECwould, after giving pro forma effect to such transaction merger, exist; and (vi) prior to any other event occurring after the commencement effective date of such period merger the Borrower and/or such wholly-owned Subsidiary executes and delivers to the Agent such instruments and documents (including without limitation UCC-1 financing statements) as the Agent reasonably requests to which pro forma recalculation is appropriate as if such transaction had occurred as confirm the continuing validity, perfection and priority of its Lien on the assets of the first day of Borrower or such periodwholly-owned Subsidiary after giving effect to such merger.

Mergers, Acquisitions, Etc. Neither the Borrower nor any of its Subsidiaries shall acquire any other Person (whether through merger with such Person, acquisition of such Person as a Subsidiary will acquire assets or otherwise) or all or any part of any other Person, or merge into or with or consolidate with any other Person unless (x) the Borrower or such Subsidiary shall be the surviving entity in such transaction; and (y) substantially all of the assets of such Person shall consist of domestic undeveloped Hydrocarbon Interests or domestic developed Oil and Gas Properties; or sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property or assets to any other Person other than the Person, except that Borrower or an Active Subsidiary; provided, however, nothing shall prohibit Borrower or and its Subsidiaries may make any Active Subsidiary from: such acquisitions if (i) acquiring (a) any domestic undeveloped Hydrocarbon Interests, (b) domestic developed Oil the aggregate consideration paid by Borrower and Gas Properties or (c) all of the outstanding capital stock of a Person, substantially all of the Property of which consists of domestic undeveloped Hydrocarbon Interests or domestic developed Oil and Gas Properties, so long as Borrower or such Active Subsidiary pledges and/or mortgages to the Lenders substantially its Subsidiaries in cash for all such developed Oil and Gas Properties or all capital stock acquired pursuant thereto by execution acquisitions after the date of documents in form and substance satisfactory to Agent in its sole discretion, granting perfected, first priority Liens (subject to the Intercreditor Agreement) and security interests in such Oil and Gas Properties subject only to Excepted Liens, Liens otherwise permitted by Section 6.02 and other Liens acceptable to the Required Lendersthis Agreement does not exceed $25,000,000; or (ii) merging the aggregate consideration paid by Borrower and its Subsidiaries in stock for all such acquisitions after the date of this Agreement does not exceed $50,000,000 (after having given Agent thirty (30) days prior written notice) (a) any Active or Inactive Subsidiary into another Active Subsidiary or (b) any Guarantor into Borrower. Notwithstanding such stock to be valued at the preceding, any transaction pursuant to this Section 6.08 shall not be permitted unless market value thereof at the time of such transaction paid as consideration); (Aiii) in any merger involving Borrower, Borrower is the surviving corporation; and (iv) both immediately before and after giving effect theretoto any such acquisition, no Default or Event of Default shall have occurred and be continuing. (t) Subparagraph 5.02(e) is amended by changing clause (vi) thereof to read in its entirety as follows, and by adding a new clause (vii) thereto to read in its entirety as follows: (vi) Investments permitted by Subparagraph 5.02(d); and (Bvii) Other Investments, provided that the Borrower would be in compliance with amount of any such Investment, when added to the covenants set forth in Section 6.13 and Section 6.14 as aggregate amount of all other Investments made pursuant to this clause (vii) since December 5, 1997 (net of any returns previously received on account of such Investments), does not exceed ten percent (10%) of Borrower's Tangible Net Worth on the last day of the most recently completed period immediately preceding fiscal year. (u) Subparagraph 5.02(f) is amended by changing clause (iii) thereof to read in its entirety as follows: (iii) Borrower may repurchase its Equity Securities, provided that the cost of four consecutive fiscal quarters ending prior any such repurchase, when added to such transaction for which the financial statements required by Sections 5.01(aaggregate cost of all other repurchases made pursuant to this clause (iii) or since December 5, 1997, does not exceed ten percent (b), as 10%) of Borrower's Tangible Net Worth on the case may be have been delivered or for which comparable financial statements have been filed with the SEC, after giving pro forma effect to such transaction and to any other event occurring after the commencement of such period as to which pro forma recalculation is appropriate as if such transaction had occurred as last day of the first day of such period.immediately preceding fiscal year. (v) Subparagraph 5.02(g) is amended to read in their entirety as follows: (g)

Mergers, Acquisitions, Etc. Neither the Borrower nor any Subsidiary will acquire assets or all or any part of any other Person, or merge into or with or consolidate with any other Person unless (x) the Borrower or such Subsidiary shall be the surviving entity in such transaction; and (y) substantially all of the assets of such Person shall consist of domestic undeveloped Hydrocarbon Interests or domestic developed Oil and Gas Properties; and (z) no Event of Default under Subsection 10.01(k) shall result therefrom, or sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property or assets to any other Person other than the Borrower or an Active Subsidiary; provided, however, nothing shall prohibit Borrower or any Active Subsidiary from: (i) acquiring (a) any domestic undeveloped Hydrocarbon Interests, (b) domestic developed Oil and Gas Properties or (c) all of the outstanding capital stock of a Person, substantially all of the Property of which consists of domestic undeveloped Hydrocarbon Interests or domestic developed Oil and Gas Properties, so long as Borrower or such Active Subsidiary pledges and/or mortgages to the Lenders substantially all such developed Oil and Gas Properties or all capital stock acquired pursuant thereto (to the extent necessary to maintain Agent's Lien in at least eighty percent (80%) by value of the proved Oil and Gas Properties of Borrower and its Subsidiaries) by execution of documents in form and substance satisfactory to Agent in its sole discretion, granting perfected, first priority Liens (subject to the Intercreditor Agreement) and security interests in such Oil and Gas Properties subject only to Excepted Liens, Liens otherwise permitted by Section 6.02 9.02 and other Liens acceptable to the Required Lenders; or (ii) merging (after having given Agent thirty (30) days prior written notice) (a) any Active or Inactive Subsidiary into another Active Subsidiary or (b) any Guarantor into Borrower. Notwithstanding the preceding, any transaction pursuant to this Section 6.08 shall not be permitted unless at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenants set forth in Section 6.13 and Section 6.14 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements required by Sections 5.01(a) or (b), as the case may be have been delivered or for which comparable financial statements have been filed with the SEC, after giving pro forma effect to such transaction and to any other event occurring after the commencement of such period as to which pro forma recalculation is appropriate as if such transaction had occurred as of the first day of such period.

Mergers, Acquisitions, Etc. Neither the Borrower nor any Subsidiary will acquire assets or all or any part of any other Person, or merge into or with or consolidate with any other Person unless (x) the Borrower or such Subsidiary shall be the surviving entity in such transaction; and (y) substantially all of the assets of such Person shall consist of domestic undeveloped Hydrocarbon Interests or domestic developed Oil and Gas Properties; or sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property or assets to any other Person other than the Borrower or an Active Subsidiary; provided, however, nothing shall prohibit Borrower or any Active Subsidiary from: (i) acquiring (a) any domestic undeveloped Hydrocarbon Interests, (b) domestic developed Oil and Gas Properties or (c) all of the outstanding capital stock of a Person, substantially all of the Property of which consists of domestic undeveloped Hydrocarbon Interests or domestic developed Oil and Gas Properties, so long as Borrower or such Active Subsidiary pledges and/or mortgages to the Lenders substantially all such developed Oil and Gas Properties or all capital stock acquired pursuant thereto by execution of documents in form and substance satisfactory to Agent in its sole discretion, granting perfected, first priority Liens (subject to the Intercreditor Agreement) and security interests in such Oil and Gas Properties subject only to Excepted Liens, Liens otherwise permitted by Section 6.02 and other Liens acceptable to the Required Lenders; or (ii) merging (after having given Agent thirty (30) days prior written notice) (a) any Active or Inactive Subsidiary into another Active Subsidiary or (b) any Guarantor into Borrower. Notwithstanding the preceding, any transaction pursuant to this Section 6.08 shall not be permitted unless at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenants set forth in Section Sections 6.12, 6.13 and Section 6.14 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements required by Sections 5.01(a) or (b), as the case may be have been delivered or for which comparable financial statements have been filed with the SEC, after giving pro forma effect to such transaction and to any other event occurring after the commencement of such period as to which pro forma recalculation is appropriate as if such transaction had occurred as of the first day of such period.