Common use of Prohibition of Certain Transfers Clause in Contracts

Prohibition of Certain Transfers. 5.3.1 Such Obligor shall not, and shall not permit any Significant Subsidiary to, liquidate or dissolve, or combine, consolidate or merge with or into another Person (other than any consolidation or mergers between or among any Obligors and any Significant Subsidiaries); provided that any Obligor or Significant Subsidiary may combine, consolidate or merge with another Person if (i) an Obligor or a Significant Subsidiary, as the case may be, is the surviving corporation of such merger, consolidation or combination; (ii) except with respect to a merger or consolidation involving Tampa Electric in which Tampa Electric is the surviving entity, after giving effect thereto, Company’s ratings for the Index Debt from Xxxxx’x and S&P are at least Baa2 and BBB-, respectively, or Baa3 and BBB, respectively; (iii) prior to such merger, consolidation or combination, and after giving effect thereto, no Inchoate Default or Event of Default shall have occurred and be continuing; (iv) Company shall have provided calculations to Administrative Agent demonstrating pro forma compliance with Section 5.11 after giving effect to such merger, consolidation or combination (the determination of such compliance to be calculated as at the end of and for the period of four fiscal quarters most recently ended prior thereto for which financial statements of Company shall have been furnished pursuant to Section 5.9); and (v) the Obligors’ rights and obligations, and Administrative Agent’s and the Lenders’ rights and remedies, under this Agreement and the other Credit Facility Documents shall not be diminished in any manner as a result of such merger, consolidation or combination.

Prohibition of Certain Transfers. 5.3.1 (a) Such Obligor shall not, and shall not permit any of its Significant Subsidiary Subsidiaries to, liquidate or dissolve, or combine, consolidate or merge with or into another Person (other than any consolidation or mergers between or among any Obligors Holdco Borrower, Company and any Significant Subsidiaries (other than Target Opco and its Subsidiaries)); provided that any Obligor or Significant Subsidiary may combine, consolidate or merge with another Person if (i) an Obligor or a Significant Subsidiary, as the case may be, is the surviving corporation of such merger, consolidation or combination; (ii) except with respect to a merger or consolidation involving Tampa Electric in which Tampa Electric is the surviving entity, after giving effect thereto, Company’s the ratings for the Index Debt from Xxxxx’x and S&P are at least Baa2 and BBB-, respectively, or Baa3 and BBB, respectively; (iii) prior to such merger, consolidation or combination, and after giving effect thereto, no Inchoate Default or Event of Default shall have occurred and be continuing; (iv) Company shall have provided calculations to Administrative Agent demonstrating pro forma compliance with Section 5.11 after giving effect to such merger, consolidation or combination (the determination of such compliance to be calculated as at the end of and for the period of four fiscal quarters most recently ended prior thereto for which financial statements of Company shall have been furnished pursuant to Section 5.9); and (v) the Obligors’ rights and obligations, and Administrative Agent’s and the Lenders’ rights and remedies, under this Agreement and the other Credit Facility Documents shall not be diminished in any manner as a result of such merger, consolidation or combination; provided further that notwithstanding the foregoing, Target Opco Borrower may not combine, consolidate or merge with Company and its Subsidiaries (other than Target and its Subsidiaries).

Prohibition of Certain Transfers. 5.3.1 Such Obligor shall not, and shall not permit any Significant Subsidiary to, liquidate or dissolve, or combine, consolidate or merge with or into another Person (other than any consolidation or mergers between or among any Obligors and any Significant Subsidiaries); provided that any Obligor or Significant Subsidiary may combine, consolidate or merge with another Person if (i) an Obligor or a Significant Subsidiary, as the case may be, is the surviving corporation of such merger, consolidation or combination; (ii) except with respect to a merger or consolidation involving Tampa Electric in which Tampa Electric is the surviving entity, after giving effect thereto, CompanyBorrower’s ratings for the Index Debt from Xxxxx’x and S&P are at least Baa2 and BBB-, respectively, or Baa3 and BBB, respectively; (iii) prior to such merger, consolidation or combination, and after giving effect thereto, no Inchoate Default or Event of Default shall have occurred and be continuing; (iv) Company Borrower shall have provided calculations to Administrative Agent demonstrating pro forma compliance with Section 5.11 after giving effect to such merger, consolidation or combination (the determination of such compliance to be calculated as at the end of and for the period of four fiscal quarters most recently ended prior thereto for which financial statements of Company Borrower shall have been furnished pursuant to Section 5.9); and (v) the Obligors’ or Pledgor’s rights and obligations, and Administrative Agent’s and the Lenders’ rights and remedies, under this Agreement and the other Credit Facility Documents shall not be diminished in any manner as a result of such merger, consolidation or combination. Borrower shall not permit any TECO Transport Entity to liquidate or dissolve, or combine, consolidate or merge with or into another Person (other than any consolidation or mergers between or among any TECO Transport Entities).

Prohibition of Certain Transfers. 5.3.1 Such Obligor shall not, and shall not permit any Significant Subsidiary to, liquidate or dissolve, or combine, consolidate or merge with or into another Person (other than any consolidation or mergers between or among any Obligors and any Significant Subsidiaries); provided that any Obligor or Significant Subsidiary may combine, consolidate or merge with another Person if (i) an Obligor or a Significant Subsidiary, as the case may be, is the surviving corporation of such merger, consolidation or combination; (ii) except with respect to a merger or consolidation involving Tampa Electric in which Tampa Electric is the surviving entity, after giving effect thereto, Company’s the ratings for the Index Debt from Xxxxx’x and S&P are at least Baa2 and BBB-, respectively, or Baa3 and BBB, respectively; (iii) prior to such merger, consolidation or combination, and after giving effect thereto, no Inchoate Default or Event of Default shall have occurred and be continuing; (iv) Company shall have provided calculations to Administrative Agent demonstrating pro forma compliance with Section 5.11 after giving effect to such merger, consolidation or combination (the determination of such compliance to be calculated as at the end of and for the period of four fiscal quarters most recently ended prior thereto for which financial statements of Company shall have been furnished pursuant to Section 5.9); and (v) the Obligors’ rights and obligations, and Administrative Agent’s and the Lenders’ rights and remedies, under this Agreement and the other Credit Facility Documents shall not be diminished in any manner as a result of such merger, consolidation or combination.

Prohibition of Certain Transfers. 5.3.1 Such Obligor Borrower shall not, and shall not permit TECO Coal or any Significant Subsidiary to, liquidate or dissolve, or combine, consolidate or merge with or into another Person (other than any consolidation or mergers between or among any Obligors Borrower, TECO Coal and any Significant Subsidiaries); provided that any Obligor Borrower, TECO Coal or Significant Subsidiary may combine, consolidate or merge with another Person if (i) an Obligor Borrower, TECO Coal or a Significant Subsidiary, as the case may be, is the surviving corporation of such merger, consolidation or combination; (ii) except with respect to a merger or consolidation involving Tampa Electric in which Tampa Electric is the surviving entity, after giving effect thereto, CompanyBorrower’s ratings for the Index Debt from Xxxxx’x and S&P are at least Baa2 and BBB-, respectively, or Baa3 and BBB, respectively; (iii) prior to such merger, consolidation or combination, and after giving effect thereto, no Inchoate Default or Event of Default shall have occurred and be continuing; (iv) Company Borrower shall have provided calculations to Administrative Agent demonstrating pro forma compliance with Section 5.11 after giving effect to such merger, consolidation or combination (the determination of such compliance to be calculated as at the end of and for the period of four fiscal quarters most recently ended prior thereto for which financial statements of Company Borrower shall have been furnished pursuant to Section 5.9); and (v) the Obligors’ Borrower’s rights and obligations, and Administrative Agent’s and the Lenders’ rights and remedies, under this Agreement and the other Credit Facility Loan Documents shall not be diminished in any manner as a result of such merger, consolidation or combination. Borrower shall not permit any TECO Transport Entity to liquidate or dissolve, or combine, consolidate or merge with or into another Person (other than any consolidation or mergers between or among any TECO Transport Entities).

Prohibition of Certain Transfers. 5.3.1 Such Obligor shall not, and shall not permit TECO Coal or any Significant Subsidiary to, liquidate or dissolve, or combine, consolidate or merge with or into another Person (other than any consolidation or mergers between or among any Obligors Obligors, TECO Coal and any Significant Subsidiaries); provided that any Obligor Obligor, TECO Coal or Significant Subsidiary may combine, consolidate or merge with another Person if (i) an Obligor Obligor, TECO Coal or a Significant Subsidiary, as the case may be, is the surviving corporation of such merger, consolidation or combination; (ii) except with respect to a merger or consolidation involving Tampa Electric in which Tampa Electric is the surviving entity, after giving effect thereto, CompanyBorrower’s ratings for the Index Debt from Xxxxx’x and S&P are at least Baa2 and BBB-, respectively, or Baa3 and BBB, respectively; (iii) prior to such merger, consolidation or combination, and after giving effect thereto, no Inchoate Default or Event of Default shall have occurred and be continuing; (iv) Company Borrower shall have provided calculations to Administrative Agent demonstrating pro forma compliance with Section 5.11 after giving effect to such merger, consolidation or combination (the determination of such compliance to be calculated as at the end of and for the period of four fiscal quarters most recently ended prior thereto for which financial statements of Company Borrower shall have been furnished pursuant to Section 5.9); and (v) the Obligors’ or Pledgor’s rights and obligations, and Administrative Agent’s and the Lenders’ rights and remedies, under this Agreement and the other Credit Facility Documents shall not be diminished in any manner as a result of such merger, consolidation or combination. Borrower shall not permit any TECO Transport Entity to liquidate or dissolve, or combine, consolidate or merge with or into another Person (other than any consolidation or mergers between or among any TECO Transport Entities).