Common use of Mergers, Consolidations, Sales Clause in Contracts

Mergers, Consolidations, Sales. (a) Neither the Borrower nor any Subsidiary shall be a party to any merger, consolidation or exchange of stock unless the Borrower shall be the surviving entity with respect to any such transaction to which the Borrower is a party and the Guarantor shall be the survivor of any merger with any other Subsidiary or a Subsidiary shall be the surviving entity (and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the conditions set forth below are satisfied), or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any other Person except as otherwise provided in Section 8.3 or this Section 8.4. Notwithstanding the foregoing, the Borrower and its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or joint venture or other interest in, any Person if the following conditions have been met: (i) the proposed transaction will not otherwise create a Default or an Event of Default hereunder; and (ii) the business to be acquired predominantly involves (A) the collection, transfer, hauling, disposal or recycling of solid waste or thermal soil remediation, or (B) other lines of businesses currently engaged in, or related, associated, complementary or supplementary thereto, whether from an operational, business, financial, technical or administrative standpoint; provided that the Borrower or its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any Persons in unrelated businesses, not to exceed an aggregate amount of $100,000,000 during the first year following the Effective Date, and not to exceed a total aggregate amount of $200,000,000 during the term of this Agreement. Notwithstanding anything herein to the contrary, the ability of the Borrower and its Subsidiaries to incur any Indebtedness in connection with any transaction permitted pursuant to this Section 8.4 shall be governed by Section 8.1.

Mergers, Consolidations, Sales. (a) Neither the Borrower nor any Subsidiary shall be a party to any merger, consolidation or exchange of stock unless the Borrower shall be the surviving entity with respect to any such transaction to which the Borrower is a party and the a Guarantor shall be the survivor of any merger with any other Subsidiary which is not Guarantor or a Subsidiary shall be the surviving entity (and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the conditions set forth below are satisfied), or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any other Person except as otherwise provided in Section 8.3 or this Section 8.4. Notwithstanding the foregoing, the Borrower and its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or joint venture or other interest in, any Person if the following conditions have been met: (i) the proposed transaction will not otherwise create a Default or an Event of Default hereunder; and (ii) the business to be acquired predominantly involves (A) the collection, transfer, hauling, disposal or recycling of solid waste (excluding hazardous waste as that term is defined in RCRA) or thermal soil remediation, or (B) other lines of businesses currently engaged inin by Old WMI, including (1) on-site portable sanitation services, (2) industrial cleaning services, (3) chemical waste treatment, storage, disposal and related services, (4) on-site integrated hazardous waste management services, including hazardous waste identification, packaging, removal, and recycling services, (5) radioactive waste management services, (6) development and operation of waste-to-energy facilities and related services, (7) the treatment and management of biosolids, (8) design and installation of air pollution control systems and equipment, or related(9) environmental and infrastructure consulting and related services, associated, complementary or supplementary thereto, whether from an operational, business, financial, technical or administrative standpoint; provided that revenues from operations with respect to items (3), (4) and (5) shall not exceed ten percent (10%) of consolidated revenues without the Borrower or its Subsidiaries may purchase or otherwise acquire all or substantially all consent of the assets Majority Banks; (iii) the business to be acquired operates predominantly (A) in North America or stock of any class of(B) outside North America, or any partnershipPROVIDED, membership or joint venture or other interest in, any Persons in unrelated businesses, not to exceed an that the aggregate amount of $100,000,000 during such acquisitions under this clause (B) does not exceed fifteen percent (15%) of Consolidated Tangible Assets; and (iv) the first year following board of directors and (if required by applicable law) the Effective Dateshareholders, and not or the equivalent thereof, of the business to exceed a total aggregate amount of $200,000,000 during the term of this Agreementbe acquired has approved such acquisition. Notwithstanding anything herein to the contrary, the ability of the Borrower and its Subsidiaries to incur any Indebtedness in connection with any transaction permitted pursuant to this Section 8.4 shall be governed by Section 8.1. Notwithstanding the foregoing, the Borrower may effect the WMI Merger provided that such transaction will not otherwise create a Default or Event of Default hereunder.

Mergers, Consolidations, Sales. (a) Neither the Borrower nor any Subsidiary shall be a party to any merger, consolidation or exchange of stock unless the Borrower shall be the surviving entity with respect to any such transaction to which the Borrower is a party and the Guarantor shall be the survivor of any merger with any other Subsidiary or a Subsidiary shall be the surviving entity (and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the conditions set forth below are satisfied), or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any other Person except as otherwise provided in Section 8.3 9.3 or this Section 8.49.4. Notwithstanding the foregoing, the Borrower and its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or joint venture or other interest in, any Person if the following conditions have been met: (i) the proposed transaction will not otherwise create a Default or an Event of Default hereunder; and (ii) the business to be acquired predominantly involves (A) the collection, transfer, hauling, disposal or recycling of solid waste (excluding hazardous waste as that term is defined in RCRA) or thermal soil remediation, or (B) other lines of businesses currently engaged in, including (1) on-site portable sanitation services, (2) industrial cleaning services, (3) chemical waste treatment, storage, disposal and related services, (4) on-site integrated hazardous waste management services, including hazardous waste identification, packaging, removal, and recycling services, (5) radioactive waste management services, (6) development and operation of waste-to-energy facilities and related services, (7) the treatment and management of biosolids, (8) design and installation of air pollution control systems and equipment, or related(9) environmental and infrastructure consulting and related services, associated, complementary or supplementary thereto, whether from an operational, business, financial, technical or administrative standpoint; provided that revenues from operations with respect to items (3), (4) and (5) shall not exceed ten percent (10%) of consolidated revenues without the Borrower or its Subsidiaries may purchase or otherwise acquire all or substantially all consent of the assets Majority Banks; (iii) the business to be acquired operates predominantly (A) in North America or stock of any class of(B) outside North America, or any partnershipprovided, membership or joint venture or other interest in, any Persons in unrelated businesses, not to exceed an that the aggregate amount of $100,000,000 during such acquisitions under this clause (B) does not exceed fifteen percent (15%) of Consolidated Tangible Assets; and (iv) the first year following board of directors and (if required by applicable law) the Effective Dateshareholders, and not or the equivalent thereof, of the business to exceed a total aggregate amount of $200,000,000 during the term of this Agreementbe acquired has approved such acquisition. Notwithstanding anything herein to the contrary, the ability of the Borrower and its Subsidiaries to incur any Indebtedness in connection with any transaction permitted pursuant to this Section 8.4 9.4 shall be governed by Section 8.19.1.

Mergers, Consolidations, Sales. (a) Neither the Borrower nor any Subsidiary No Obligor shall be a party to any merger, consolidation or exchange of stock unless the Borrower WMI shall be the surviving entity with respect to any such transaction to which the Borrower WMI is a party and the Guarantor Waste Management Holdings, Inc. shall be the survivor of any merger with any other Subsidiary Obligor or a Subsidiary shall be the surviving entity (and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries Obligors is a party (and the conditions set forth below are satisfied), or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any other Person except as otherwise provided in Section 8.3 6.4(3) or this Section 8.46.4(4). Notwithstanding the foregoing, the Borrower and its Subsidiaries Obligor may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or joint venture or other interest in, any Person if the following conditions have been met: (i) the proposed transaction will not otherwise create a an Event of Default or an a Pending Event of Default hereunder; and (ii) the business to be acquired predominantly involves (A) the collection, transfer, hauling, disposal or recycling of solid waste or thermal soil remediation, or (B) other lines of businesses currently engaged in, or related, associated, complementary or supplementary thereto, whether from an operational, business, business financial, technical or administrative standpoint; provided that the Borrower or its Subsidiaries an Obligor may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any Persons in unrelated businesses, not to exceed an aggregate amount of $100,000,000 during the first year following the Effective Date, and not to exceed a total aggregate amount of $200,000,000 400,000,000 during the term of this Agreement. Notwithstanding anything herein to the contrary, the ability of the Borrower and its Subsidiaries of WMI to incur any Indebtedness Debt in connection with any transaction permitted pursuant to this Section 8.4 6.4(4) shall be governed by Section 8.16.4(1).

Mergers, Consolidations, Sales. (a) Neither the Borrower nor any Subsidiary shall be a party to any merger, consolidation or exchange of stock unless the Borrower shall be the surviving entity with respect to any such transaction to which the Borrower is a party and the Guarantor shall be the survivor of any merger with any other Subsidiary or a Subsidiary shall be the surviving entity (and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the conditions set forth below are satisfied), or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any other Person except as otherwise provided in Section 8.3 9.3 or this Section 8.49.4. Notwithstanding the -57- foregoing, the Borrower and its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or joint venture or other interest in, any Person if the following conditions have been met: (i) the proposed transaction will not otherwise create a Default or an Event of Default hereunder; and (ii) the business to be acquired predominantly involves (A) the collection, transfer, hauling, disposal or recycling of solid waste (excluding hazardous waste as that term is defined in RCRA) or thermal soil remediation, or (B) other lines of businesses currently engaged inin by Old WMI, including (1) on-site portable sanitation services, (2) industrial cleaning services, (3) chemical waste treatment, storage, disposal and related services, (4) on-site integrated hazardous waste management services, including hazardous waste identification, packaging, removal, and recycling services, (5) radioactive waste management services, (6) development and operation of waste-to-energy facilities and related services, (7) the treatment and management of biosolids, (8) design and installation of air pollution control systems and equipment, or related(9) environmental and infrastructure consulting and related services, associated, complementary or supplementary thereto, whether from an operational, business, financial, technical or administrative standpoint; provided that revenues from operations with respect to items (3), (4) and (5) shall not exceed ten percent (10%) of consolidated revenues without the Borrower or its Subsidiaries may purchase or otherwise acquire all or substantially all consent of the assets Majority Banks; (iii) the business to be acquired operates predominantly (A) in North America or stock of any class of(B) outside North America, or any partnershipPROVIDED, membership or joint venture or other interest in, any Persons in unrelated businesses, not to exceed an that the aggregate amount of $100,000,000 during such acquisitions under this clause (B) does not exceed fifteen percent (15%) of Consolidated Tangible Assets; and (iv) the first year following board of directors and (if required by applicable law) the Effective Dateshareholders, and not or the equivalent thereof, of the business to exceed a total aggregate amount of $200,000,000 during the term of this Agreementbe acquired has approved such acquisition. Notwithstanding anything herein to the contrary, the ability of the Borrower and its Subsidiaries to incur any Indebtedness in connection with any transaction permitted pursuant to this Section 8.4 9.4 shall be governed by Section 8.19.1. Notwithstanding the foregoing, the Borrower may effect the WMI Merger provided that such transaction will not otherwise create a Default or Event of Default hereunder.

Mergers, Consolidations, Sales. (a) Neither the Borrower Company nor any Subsidiary shall be a party to any merger, consolidation or exchange of stock unless the Borrower Company shall be the surviving entity with respect to any such transaction to which the Borrower Company is a party and the Guarantor shall be the survivor of any merger with any other Subsidiary or a Subsidiary shall be the surviving entity (and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the conditions set forth below are satisfied), or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership partnership or joint venture or other interest in, any other Person except as otherwise provided in Section 8.3 9.3 or this Section 8.49.4. Notwithstanding the foregoing, the Borrower Company and its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or joint venture or other interest in, any Person if the following conditions have been met: (ia) the proposed transaction will not otherwise create a Default or an Event of Default hereunder; and (iib) the business to be acquired predominantly involves (A) the collection, transfer, hauling, disposal or recycling of solid waste (excluding hazardous waste as that term is defined in RCRA) or thermal soil remediation, ; (c) the business to be acquired operates predominantly (i) in North America or (Bii) other lines of businesses currently engaged inoutside North America, or relatedprovided, associated, complementary or supplementary thereto, whether from an operational, business, financial, technical or administrative standpoint; provided that the Borrower or its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any Persons in unrelated businesses, not to exceed an aggregate amount of $100,000,000 during such acquisitions under this clause (ii) does not exceed five percent (5%) of Consolidated Tangible Assets; and (d) the first year following board of directors and (if required by applicable law) the Effective Dateshareholders, or the equivalent thereof, of the business to be acquired has approved such acquisition. Notwithstanding the foregoing, the Company may effect the Mid-American Acquisition and the Allied Acquisition provided that (a) such transactions will not otherwise create a Default or Event of Default hereunder, and not (b) the Banks shall have received as soon as is reasonably possible an environmental permit certificate from the CFO of the Company satisfactory to exceed a total aggregate amount the Banks concerning principal operating permits of $200,000,000 during Mid-American's and/or Allied's principal operating facilities to be acquired pursuant to the term of this AgreementMid-American Acquisition and/or the Allied Acquisition, as applicable. Notwithstanding anything herein to the contrary, the ability of the Borrower Company and its Subsidiaries to incur any Indebtedness in connection with any transaction permitted pursuant to this Section 8.4 9.4 shall be governed by Section 8.1.9.1. 83 -77-

Mergers, Consolidations, Sales. (a) Neither the Borrower nor any Subsidiary shall be a party to any merger, consolidation or exchange of stock unless the Borrower shall be the surviving entity with respect to any such transaction to which the Borrower is a party and the Guarantor shall be the survivor of any merger with any other Subsidiary or a Subsidiary shall be the surviving entity (and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the conditions set forth below are satisfied), or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any other Person except as otherwise provided in Section 8.3 9.3 or this Section 8.49.4. Notwithstanding the foregoing, the Borrower and its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or joint venture or other interest in, any Person if the following conditions have been met: (i) the proposed transaction will not otherwise create a Default or an Event of Default hereunder; and (ii) the business to be acquired predominantly involves (A) the collection, transfer, hauling, disposal or recycling of solid waste or thermal soil remediation, or (B) other lines of businesses currently engaged in, or related, associated, complementary or supplementary thereto, whether from an operational, business, financial, technical or administrative standpoint; provided that the Borrower or its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any Persons in unrelated businesses, not to exceed an aggregate amount of $100,000,000 during the first year following the Effective Date, and not to exceed a total aggregate amount of $200,000,000 during the term of this Agreement. Notwithstanding anything herein to the contrary, the ability of the Borrower and its Subsidiaries to incur any Indebtedness in connection with any transaction permitted pursuant to this Section 8.4 9.4 shall be governed by Section 8.19.1.

Mergers, Consolidations, Sales. (a) Neither the Borrower nor any Subsidiary shall be a party to any merger, consolidation or exchange of stock unless the Borrower shall be the surviving entity with respect to any such transaction to which the Borrower is a party and the a Guarantor shall be the survivor of any merger with any other Subsidiary which is not Guarantor or a Subsidiary shall be the surviving entity (and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the conditions set forth below are satisfied), or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any other Person except as otherwise provided in Section 8.3 or this Section 8.4. Notwithstanding the foregoing, the Borrower and its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or joint venture or other interest in, any Person if the following conditions have been met: (i) the proposed transaction will not otherwise create a Default or an Event of Default hereunder; and (ii) the business to be acquired predominantly involves (A) the collection, transfer, hauling, disposal or recycling of solid waste (excluding hazardous waste as that term is defined in RCRA) or thermal soil remediation, or (B) other lines of businesses currently engaged inin by WMH, including (1) on-site portable sanitation services, (2) industrial cleaning services, (3) chemical waste treatment, storage, disposal and related services, (4) on-site integrated hazardous waste management services, including hazardous waste identification, packaging, removal, and recycling services, (5) radioactive waste management services, (6) development and operation of waste-to-energy facilities and related services, (7) the treatment and management of biosolids, (8) design and installation of air pollution control systems and equipment, or related(9) environmental and infrastructure consulting and related services, associated, complementary or supplementary thereto, whether from an operational, business, financial, technical or administrative standpoint; provided that revenues from operations with respect to items (3), (4) and (5) shall not exceed ten percent (10%) of consolidated revenues without the Borrower or its Subsidiaries may purchase or otherwise acquire all or substantially all consent of the assets Majority Banks; (iii) the business to be acquired operates predominantly (A) in North America or stock of any class of(B) outside North America, or any partnershipprovided, membership or joint venture or other interest in, any Persons in unrelated businesses, not to exceed an that the aggregate amount of $100,000,000 during such acquisitions under this clause (B) does not exceed fifteen percent (15%) of Consolidated Tangible Assets; and (iv) the first year following board of directors and (if required by applicable law) the Effective Dateshareholders, and not or the equivalent thereof, of the business to exceed a total aggregate amount of $200,000,000 during the term of this Agreementbe acquired has approved such acquisition. Notwithstanding anything herein to the contrary, the ability of the Borrower and its Subsidiaries to incur any Indebtedness in connection with any transaction permitted pursuant to this Section 8.4 shall be governed by Section 8.1.

Mergers, Consolidations, Sales. (a) Neither the Borrower nor any Subsidiary shall be a party to any merger, consolidation or exchange of stock unless the Borrower shall be the surviving entity with respect to any such transaction to which the Borrower is a party and the Guarantor shall be the survivor of any merger with any other Subsidiary or a Subsidiary shall be the surviving entity (and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the conditions set forth below are satisfied), or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any other Person except as otherwise provided in Section 8.3 or this Section 8.4. Notwithstanding the foregoing, the Borrower and its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or joint venture or other interest in, any Person if the following conditions have been met: (i) the proposed transaction will not otherwise create a Default or an Event of Default hereunder; and (ii) the business to be acquired predominantly involves (A) the collection, transfer, hauling, disposal or recycling of solid waste or thermal soil remediation, or (B) other lines of businesses currently engaged in, or related, associated, complementary or supplementary thereto, whether from an operational, business, financial, technical or administrative standpoint; provided that the Borrower or its Subsidiaries may purchase or otherwise acquire all or 61 -55- substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any Persons in unrelated businesses, not to exceed an aggregate amount of $100,000,000 during the first year following the Effective Date, and not to exceed a total aggregate amount of $200,000,000 during the term of this Agreement. Notwithstanding anything herein to the contrary, the ability of the Borrower and its Subsidiaries to incur any Indebtedness in connection with any transaction permitted pursuant to this Section 8.4 shall be governed by Section 8.1.

Mergers, Consolidations, Sales. (a) Neither the Borrower nor any Subsidiary No Obligor shall be a party to any merger, consolidation or exchange of stock unless the Borrower WMI shall be the surviving entity with respect to any such transaction to which the Borrower WMI is a party and the Guarantor Waste Management Holdings, Inc. shall be the survivor of any merger with any other Subsidiary Obligor or a Subsidiary shall be the surviving entity (and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries Obligors is a party (and the conditions set forth below are satisfied), or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any other Person except as otherwise provided in Section 8.3 6.4(3) or this Section 8.46.4(4). Notwithstanding the foregoing, the Borrower and its Subsidiaries Obligor may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or joint venture or other interest in, any Person if the following conditions have been met: (i) the proposed transaction will not otherwise create a an Event of Default or an a Pending Event of Default hereunder; and (ii) the business to be acquired predominantly involves (A) the collection, transfer, hauling, disposal or recycling of solid waste or thermal soil remediation, or (B) other lines of businesses currently engaged in, or related, associated, complementary or supplementary thereto, whether from an operational, business, business financial, technical or administrative standpoint; provided that the Borrower or its Subsidiaries an Obligor may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any Persons in unrelated businesses, not to exceed an aggregate amount of $100,000,000 during the first year following the Effective Date, and not to exceed a total aggregate amount of $200,000,000 400,000,000 during the term of this Agreement. Notwithstanding anything herein to the contrary, the ability of the Borrower and its Subsidiaries of WMI to incur any Indebtedness Debt in connection with any transaction permitted pursuant to this Section 8.4 6.4(4) shall be governed by Section 8.16.4(1). For the avoidance of doubt, this section shall not restrict the Transaction, and no portion of the Transaction shall apply against the total aggregate cap of $400,000,000 set forth above.