Common use of Mergers, Consolidations Clause in Contracts

Mergers, Consolidations. Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or liquidate or dissolve, or sell, transfer, lease, issue or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of any Loan Party or any of the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except for (i) the purchase and sale by the Borrowers or any Subsidiary of inventory in the ordinary course of business, (ii) the sale or discount by the Borrowers or any Subsidiary in each case without recourse and in the ordinary course of business of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing transaction), and (iii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, (x) the merger or consolidation of any wholly owned Subsidiary into or with a Borrower in a transaction in which a Borrower is the surviving corporation, (y) the merger or consolidation of any wholly owned Subsidiary into or with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than a Borrower or a wholly owned Subsidiary receives any consideration.

Mergers, Consolidations. Sales of Assets and Acquisitions. (a) Merge Acquisition.Without the prior written consent of the Administrative Agent, the Parent and the Company will not, and will ensure that none of their Subsidiaries will merge into or consolidate with any other personPerson, or permit any other person Person to merge into or consolidate with it, or liquidate or dissolve, or sell, transfer, lease, issue lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the any substantial part of its assets (whether now owned or hereafter acquired) of any Loan Party or any of the Equity Interests capital stock of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other personPerson (each, an "Acquisition"), except for that (ia) the Company and any Subsidiary (other than WP) may purchase and sale by the Borrowers or any Subsidiary of sell inventory in the ordinary course of business, (ii) the sale or discount by the Borrowers or any Subsidiary in each case without recourse and in the ordinary course of business of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing transaction), and (iiib) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, continuing (xi) any Wholly Owned Subsidiary (other than WP) may merge into the merger or consolidation of any wholly owned Subsidiary into or with a Borrower Company in a transaction in which a Borrower the Company is the surviving corporation, corporation and (yii) the merger or consolidation of any wholly owned Wholly Owned Subsidiary (other than WP) may merge into or consolidate with any other wholly owned Subsidiary (other than WP) in a transaction in which the surviving entity is a wholly owned Subsidiary and no person Person other than a Borrower the Company or a wholly owned Subsidiary receives any consideration; (c) the Company of any of its Subsidiaries (other than WP) may consummate an Acquisition provided that (i) no Default or Event of Default shall, either before or after giving effect thereto, have occurred and be continuing and (ii) the aggregate consideration (in whatever form) for all Acquisitions (other than the Enertel Acquisition) consummated since the date hereof shall not exceed $2,500,000; (d) the Minority Shareholders may purchase 20% of the capital stock of the Dutch Holding Company pursuant to the Minority Shareholder Agreement and otherwise pursuant to the terms of this Agreement.

Mergers, Consolidations. Sales of Assets and Acquisitions. (a) Merge into or consolidate or amalgamate with any other person, or permit any other person to merge into or consolidate or amalgamate with it, or liquidate or dissolve, or otherwise sell, transfer, lease, issue lease or otherwise dispose (including to a Divided LLC pursuant to a Division) of (in one transaction or in a series of transactions) all or substantially all the any part of its assets (whether now owned or hereafter acquired) ), or issue, sell, transfer or otherwise dispose of any Loan Party or any of the Equity Interests of any Borrower or any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part substantially all of the assets of any other person or any division, unit or business of any person, except for that this Section shall not prohibit: (a) (i) the purchase and sale by the Borrowers or any Subsidiary of inventory in the ordinary course of businessbusiness by any Borrower or any Subsidiary, (ii) the sale acquisition or discount by the Borrowers or lease (pursuant to an operating lease) of any Subsidiary in each case without recourse and other asset in the ordinary course of business by any Borrower or any Subsidiary, (iii) the sale of overdue accounts receivable arising surplus, obsolete or worn out equipment or other property in the ordinary course of business by any Borrower or any Subsidiary or (iv) the sale of Permitted Investments in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice ; (and not as part of any bulk sale or financing transaction), and (iiib) if at the time thereof and immediately after giving effect thereto no Default or Event of Default or Default shall have occurred and be continuingcontinuing or would result therefrom, (xi) the merger merger, consolidation or consolidation amalgamation of any wholly owned Subsidiary with or into any Borrower or with a Borrower in a transaction in which a Borrower is the surviving corporation, (y) the merger or consolidation of any wholly owned Subsidiary into or with any other wholly owned Subsidiary Loan Party in a transaction in which the surviving or resulting entity is such Borrower or, if a wholly owned Borrower is not a party to such transaction, a Subsidiary Loan Party, and no person other than a Borrower or a wholly owned Subsidiary Loan Party receives any consideration.;, (ii) the merger, consolidation or amalgamation of any Subsidiary that is not a Subsidiary Loan Party into or with any Subsidiary that is not a Subsidiary Loan Party, 146 (iii) the liquidation or dissolution or change in form of entity of any Subsidiary if the applicable Borrower determines in good faith that such liquidation, dissolution or change in form is in the best interests of such Borrower and is not materially disadvantageous to the Lenders, (iv) any Subsidiary may merge, consolidate or amalgamate with or into any other person in order to effect an Investment permitted pursuant to Section 7.04 so long as the continuing or surviving person shall be a Subsidiary, which shall be a Loan Party if the merging, consolidating or amalgamating Subsidiary was a Loan Party and which together with each of its Subsidiaries shall have complied with the requirements of Section 6.10, or (v) the merger, consolidation or amalgamation of any Constellium Holding Company with or into any Borrower or any Subsidiary Loan Party in a transaction in which the surviving or resulting entity is such Borrower or, if a Borrower is not a party to such transaction, a Subsidiary Loan Party, and no person other than a Borrower or Subsidiary Loan Party receives any consideration. (c) sales, transfers, leases or other dispositions to a Borrower or a Subsidiary (upon voluntary liquidation or otherwise); provided that any sales, transfers, leases or other dispositions by a Loan Party to a Subsidiary that is not a Subsidiary Loan Party in reliance on this paragraph (c) shall be made in compliance with Section 7.07 and the aggregate gross proceeds of any such sales, transfers, leases or other dispositions plus the aggregate fair market value of any or all assets sold, transferred, leased, licensed or otherwise disposed of in reliance on clause (g) below, shall not exceed, in any fiscal year of the Borrowers, $5,000,000; (d) Sale and Lease Back Transactions permitted by Section 7.03; (e) Investments permitted by Section 7.04 and Permitted Liens and Restricted Payments permitted by Section 7.06; (f) the sale or other disposition of defaulted receivables and the compromise, settlement and collection of receivables in the ordinary course of business or in bankruptcy or other proceedings concerning the other account party thereon and not as part of an accounts receivables financing transaction; (g) sales, transfers, leases, licenses or other dispositions of assets not otherwise permitted by this Section 7.05 (or required to be included in this clause (g) pursuant to Section 7.05(c)); provided that (i) the aggregate gross proceeds (including non-cash proceeds) of any or all assets sold, transferred, leased, licensed or otherwise disposed of in reliance upon this clause (g) shall not exceed, in any fiscal year of the Borrowers, $10,000,000 and (ii) no Default or Event of Default exists or would result therefrom; (h) Permitted Business Acquisitions (including any merger, consolidation or amalgamation in order to effect a Permitted Business Acquisition); provided that following any such merger, consolidation or amalgamation (i) involving a Borrower, such Borrower is the surviving corporation or such merger, consolidation or amalgamation shall otherwise satisfy the requirements of subsection (b)(i) above and (ii) involving a Subsidiary Loan Party, the surviving or resulting entity shall be a Subsidiary Loan Party that is a Wholly Owned Subsidiary; (i) leases, licenses (on a non-exclusive basis with respect to intellectual property), or subleases or sublicenses (on a non-exclusive basis with respect to intellectual property) of any real or personal property in the ordinary course of business;

Mergers, Consolidations. Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or liquidate or dissolve, or sell, transfer, lease, issue lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the its assets (whether now owned or hereafter acquired) of any Loan Party or any of the Equity Interests of any Subsidiarysubsidiary owned by it, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except for (i) the purchase and sale by the Borrowers or any Subsidiary of inventory in the ordinary course of business, (ii) the sale or discount by the Borrowers or any Subsidiary in each case without recourse and in the ordinary course of business of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing transaction), and (iii) that if at the time thereof and immediately after giving effect thereto no Default or Event of Default or Default shall have occurred and be continuing, continuing (x) the merger or consolidation of any wholly wholly-owned Subsidiary (other than Corel Subsidiary) may transfer all or substantially all of its assets to or merge into or with a Borrower in a transaction in which a such Borrower is the surviving corporation, (y) the merger or consolidation of any wholly wholly-owned Subsidiary may transfer all or substantially all of its assets to or merge into or consolidate with any other wholly wholly-owned Subsidiary in a transaction in which the surviving entity is a wholly wholly-owned Subsidiary and no person other than a Borrower or a wholly wholly-owned Subsidiary receives any considerationconsideration (provided that if any party to any such transaction is a Grantor Loan Party or Loan Party, the surviving entity of such transaction shall be a Grantor Loan Party or Loan Party, respectively) and (z) the Borrowers and the Subsidiaries may make Permitted Acquisitions.