Common use of Mergers and Dissolutions Clause in Contracts

Mergers and Dissolutions. (a) Enter into a transaction of merger or consolidation; provided that so long as no Default then exists or would result therefrom: (i) EWI and other members of the Consolidated Group that are Domestic Subsidiaries may merge or consolidate with other members of the Consolidated Group, provided that (A) if EWI is a party to the merger or consolidation, it shall be the surviving entity and (B) if the transaction of merger or consolidation involves both a Domestic Subsidiary that is a Credit Party and a Foreign Subsidiary, then the Domestic Subsidiary that is a Credit Party shall be the surviving entity; (ii) members of the Consolidated Group that are Foreign Subsidiaries may merge or consolidate with other members of the Consolidated Group, provided that (A) if EWI is a party to the merger or consolidation, it shall be the surviving entity and (B) if the transaction of merger or consolidation involves two or more Foreign Subsidiaries and one or more of the Foreign Subsidiaries are organized under the laws of an Approved Jurisdiction, then the surviving entity shall be a Foreign Subsidiary that is organized under the laws of an Approved Jurisdiction; and (iii) members of the Consolidated Group may merge or consolidate with Persons that are not members of the Consolidated Group, provided that (A) if EWI is a party to the merger or consolidation, it shall be the surviving entity and (B) if a Subsidiary of EWI that is a Borrower is a party to the merger or consolidation, the Subsidiary that is a Borrower will be the surviving entity. (b) Except for EWI and Subsidiaries that are Borrowers hereunder, members of the Consolidated Group may be dissolved, liquidated or otherwise have their existence terminated. 8.05 Dispositions. Make or permit Dispositions, except for Permitted Dispositions. 8.06

Mergers and Dissolutions. (a) Enter into Except as provided in this Section 9.11 and subject to Sections 8.10 and 9.8, a transaction of merger or consolidation; provided that so long as no Default then exists or would result therefrom: Restricted Company may not (i) EWI and other members acquire all or any substantial portion of the Consolidated Group that are Domestic Subsidiaries may capital stock (or other equity or voting interests) of any other Person, (ii) acquire all or any substantial portion of the assets of any other Person, (iii) merge or consolidate with any other members Person, or (iv) liquidate, wind up or dissolve (or suffer any liquidation or dissolution). Any Restricted Subsidiary may (i) acquire all or any substantial portion of the Consolidated Group, provided that capital stock (Aor other equity or voting interests) if EWI is a party to the merger or consolidation, it shall be the surviving entity and (B) if the transaction of merger or consolidation involves both a Domestic Subsidiary that is a Credit Party and a Foreign issued by any other Restricted Subsidiary, then the Domestic Subsidiary that is a Credit Party shall be the surviving entity; (ii) members acquire all or any substantial portion of the Consolidated Group that are Foreign Subsidiaries may assets of any other Restricted Subsidiary, and (iii) merge or consolidate with any other members Restricted Subsidiary (and, in the case of the Consolidated Group, provided that (A) if EWI is a party to the merger or consolidation, it shall be the surviving entity and (B) if the transaction of such merger or consolidation involves two or more Foreign Subsidiaries and one or more or, in the case of the Foreign Subsidiaries are organized under conveyance or distribution of such assets, the laws of an Approved Jurisdictionnon-surviving or selling entity, then as the surviving entity shall case may be, may be a Foreign Subsidiary that is organized under the laws of an Approved Jurisdiction; and (iii) members of the Consolidated Group may merge liquidated, wound up or consolidate with Persons that are not members of the Consolidated Groupdissolved), provided provided, that (A1) if EWI is a party to the merger or consolidation, it shall be the surviving entity and (B) if a Subsidiary of EWI that is a Borrower is a party to such merger or consolidation, then Borrower must be the surviving entity, (2) if Borrower is not a party to such merger or consolidation, and the surviving entity will own Closing Date Critical Assets, then a Wholly Owned Restricted Subsidiary of Borrower must be the surviving entity, (3) if Borrower is not a party to such merger or consolidation, and the surviving entity will own Future Critical Assets, then a Restricted Subsidiary of Borrower must be the surviving entity, so long as the conditions for the ownership of Future Critical Assets by Restricted Subsidiaries of Borrower set forth in Section 8.7(b) herein are satisfied, and (4) if Borrower is not a party to such merger or consolidation, and the surviving entity will not own Critical Assets, a Restricted Subsidiary must be the surviving entity. Subject to compliance with Section 8.10 herein, any Restricted Subsidiary may (i) acquire all or any substantial portion of the capital stock (or other equity or voting interests) issued by any other Person, (ii) acquire all or any substantial portion of the assets of any other Person, or (iii) merge or consolidate with any other Person (and, in the case of such merger or consolidation, the Subsidiary that is a Borrower will be the non-surviving entity. (b) Except for EWI and Subsidiaries that are Borrowers hereunder, members of the Consolidated Group entity may be liquidated, wound up or dissolved), liquidated or otherwise have their existence terminated. 8.05 Dispositions. Make or permit Dispositionsso long as, except for Permitted Dispositions. 8.06with respect to any transaction contemplated by items (i) through (iii) above:

Mergers and Dissolutions. (a) Enter into a transaction of merger or orSection 8.04. consolidation; provided that so long as no Default then exists or would result therefromthat: (i) EWI [Credit Agreement] the Borrower and other members of the Consolidated Group that are Domestic its Restricted Subsidiaries may merge or consolidate consolidate(a) with other members of the Consolidated Group, any Credit Party; provided that (Ai) if EWI the Borrower is a party to the merger or consolidation, it shall be the surviving entity and (Bii) if the transaction of Borrower is not a party to the merger or consolidation involves both a Domestic Subsidiary that is consolidation, then a Credit Party and a Foreign Subsidiary, then the Domestic Subsidiary that is a Credit Party thereto shall be the surviving entity; (ii) members a Restricted Subsidiary of the Consolidated Group Borrower that are Foreign is not a Credit Party may(b) merge or consolidate with any other Subsidiary that is not a Credit Party; or the Borrower and its Restricted Subsidiaries may merge or consolidate consolidate(c) with other members of the Consolidated Group, Persons that are not Credit Parties; provided that (Ai) if EWI the Borrower is a party to the merger or consolidation, it shall be the surviving entity and (Bii) if the transaction of merger or consolidation involves two or more Foreign Subsidiaries and one or more a Restricted Subsidiary of the Foreign Subsidiaries are organized under the laws of an Approved Jurisdiction, then the surviving entity shall be a Foreign Subsidiary Borrower that is organized under the laws of an Approved Jurisdiction; and (iii) members of the Consolidated Group may merge or consolidate with Persons that are not members of the Consolidated Group, provided that (A) if EWI a Credit Party is a party to the merger or consolidation, it shall be either (I) the surviving entity and (B) if a Subsidiary of EWI that is a Borrower is a party to the merger or consolidation, the Restricted Subsidiary that is a Borrower Credit Party will be the surviving entity. , or (bII) Except for EWI such transaction shall be an Investment permitted under Section 8.02; So long as no Default has occurred and Subsidiaries is continuing or would result(d) therefrom, the Borrower may merge or consolidate with any other Person; provided that are Borrowers hereunder(i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, members the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the Laws of the Consolidated Group United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guaranty shall apply to the Successor Company’s obligations under the Credit Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Credit Documents, (E) [reserved], and (F) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement; any Restricted Subsidiary may Dispose of all or substantially all of its(e) 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 Credit Party, then (i) the transferee must be dissolveda Credit Party or (ii) to the extent constituting an Investment, liquidated such Investment must be an Investment permitted by Section 8.02; Credit Parties (other than the Borrower) may (i) be dissolved or liquidated(f) into another Credit Party or (ii) otherwise have their existence terminated. 8.05 Dispositions. Make terminated to the extent that the assets of such Credit Party are distributed, upon such termination, to one or permit Dispositions, except for Permitted Dispositions. 8.06more Credit Parties or to a Restricted Subsidiary that is not a Credit Party so long as such transaction shall be an Investment permitted under Section 8.02; [Credit Agreement]

Mergers and Dissolutions. (a) Enter into a transaction of merger or consolidation; provided that so long as no Default then exists or would result therefromthat: (ia) EWI the Borrower and other members of the Consolidated Group that are Domestic its Restricted Subsidiaries may merge or consolidate with other members of the Consolidated Group, any Credit Party; provided that (Ai) if EWI the Borrower is a party to the merger or consolidation, it shall be the surviving entity and (Bii) if the transaction of Borrower is not a party to the merger or consolidation involves both a Domestic Subsidiary that is consolidation, then a Credit Party and a Foreign Subsidiary, then the Domestic Subsidiary that is a Credit Party thereto shall be the surviving entity; (iib) members a Restricted Subsidiary of the Consolidated Group Borrower that are Foreign is not a Credit Party may merge or consolidate with any other Subsidiary that is not a Credit Party; or (c) the Borrower and its Restricted Subsidiaries may merge or consolidate with other members of the Consolidated Group, Persons that are not Credit Parties; provided that (Ai) if EWI the Borrower is a party to the merger or consolidation, it shall be the surviving entity and (Bii) if the transaction of merger or consolidation involves two or more Foreign Subsidiaries and one or more a Restricted Subsidiary of the Foreign Subsidiaries are organized under the laws of an Approved Jurisdiction, then the surviving entity shall be a Foreign Subsidiary Borrower that is organized under the laws of an Approved Jurisdiction; and (iii) members of the Consolidated Group may merge or consolidate with Persons that are not members of the Consolidated Group, provided that (A) if EWI a Credit Party is a party to the merger or consolidation, it shall be either (I) the surviving entity and (B) if a Subsidiary of EWI that is a Borrower is a party to the merger or consolidation, the Restricted Subsidiary that is a Borrower Credit Party will be the surviving entity. , or (bII) Except for EWI such transaction shall be an Investment permitted under Section 8.02; (d) So long as no Default has occurred and Subsidiaries is continuing or would result therefrom, the Borrower may merge or consolidate with any other Person; provided that are Borrowers hereunder(i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, members the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the Laws of the Consolidated Group may be dissolvedUnited States, liquidated any state thereof, the District of Columbia or otherwise have their existence terminated. 8.05 Dispositions. Make or permit Dispositionsany territory thereof, except for Permitted Dispositions. 8.06(B) the Successor Company shall expressly assume all the obligations of the Borrower