Common use of Prohibition of Fundamental Changes Clause in Contracts

Prohibition of Fundamental Changes. Enter into any transaction of acquisition of, or merger or consolidation or amalgamation with, any other Person (including any Restricted Subsidiary or Affiliate of Parent or any of its Subsidiaries), or transfer all or substantially all of its assets to any Unrestricted Subsidiary or Foreign Subsidiary, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or engage in any business other than business conducted or proposed to be conducted by the Borrower and its Restricted Subsidiaries on the Closing Date or any business that is similar, reasonably related, incidental, complementary or ancillary thereto, including without limitation in broadcasting and other media businesses, except for (a) the transactions otherwise permitted pursuant to subsections 8.6 and 8.7; provided that the Borrower may not merge, consolidate or amalgamate with any Person unless the Borrower is the continuing or surviving Person, (b) the liquidation or dissolution of any Restricted Subsidiary if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (c)(i) any Restricted Subsidiary that is not a Subsidiary Guarantor may merge, amalgamate or consolidate with or into any other Restricted Subsidiary (provided that in any such transaction involving a Subsidiary Guarantor, a Subsidiary Guarantor must be the continuing or surviving Person) and (ii) any Restricted Subsidiary may change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders (it being understood that in the case of any change in legal form, a Subsidiary that is a Subsidiary Guarantor will remain a Subsidiary Guarantor unless such Subsidiary Guarantor is otherwise permitted to cease being a Subsidiary Guarantor hereunder) and (d) any Restricted Subsidiary may dispose of any or all of its assets to the Borrower or to another Restricted Subsidiary (upon voluntary liquidation or otherwise); provided that if the transferor in such a transaction is a Subsidiary Guarantor, then (i) the transferee or assignee must be a Subsidiary Guarantor or the Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor in accordance with subsections 8.2 and 8.7 respectively or pursuant to a disposition permitted by subsection 8.6.

Prohibition of Fundamental Changes. Enter into any transaction of acquisition of, or merger or consolidation or amalgamation with, any other Person (including any Restricted Subsidiary or Affiliate of Parent or any of its Subsidiaries), or transfer all or substantially all of its assets to any Unrestricted Subsidiary or Foreign Subsidiary, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or engage in any business other than business conducted or proposed to be conducted by the Borrower and its Restricted Subsidiaries on the Closing Restatement Effective Date or any business that is similar, reasonably related, incidental, complementary or ancillary thereto, including without limitation in broadcasting and other media businesses, except for (a) the transactions otherwise permitted pursuant to subsections 8.6 and 8.7; provided that the Borrower may not merge, consolidate or amalgamate with any Person unless the Borrower is the continuing or surviving Person, (b) the liquidation or dissolution of any Restricted Subsidiary if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (c)(i) any Restricted Subsidiary that is not a Subsidiary Guarantor may merge, amalgamate or consolidate with or into any other Restricted Subsidiary (provided that in any such transaction involving a Subsidiary Guarantor, a Subsidiary Guarantor must be the continuing or surviving Person) and (ii) the Borrower or any Restricted Subsidiary may change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders (it being understood that in the case of any change in legal form, a Subsidiary that is a Subsidiary Guarantor will remain a Subsidiary Guarantor unless such Subsidiary Guarantor is otherwise permitted to cease being a Subsidiary Guarantor hereunder) and (d) any Restricted Subsidiary may dispose of any or all of its assets to the Borrower or to another Restricted Subsidiary (upon voluntary liquidation or otherwise); provided that if the transferor in such a transaction is a Subsidiary Guarantor, then (i) the transferee or assignee must be a Subsidiary Guarantor or the Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor in accordance with subsections 8.2 and 8.7 respectively or pursuant to a disposition permitted by subsection 8.6.

Prohibition of Fundamental Changes. Enter into any transaction of acquisition of, or merger or consolidation or amalgamation with, any other Person (including any Restricted Subsidiary or Affiliate of Parent Intermediate Holdings or any of its Restricted Subsidiaries), or transfer all or substantially all of its assets to any Unrestricted Person that is not a Borrower or a Subsidiary or Foreign SubsidiaryGuarantor, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or engage in any business other than business conducted or proposed to be conducted by the Borrower New Holdings and its Restricted Subsidiaries on the Closing Effective Date or any business that is similar, reasonably related, incidental, complementary or ancillary thereto, including without limitation in broadcasting and other media businesses, except for (a) the transactions otherwise permitted pursuant to subsections 8.6 and 8.7; provided that the Borrower New Holdings may not merge, consolidate or amalgamate with any Person unless the Borrower New Holdings is the continuing or surviving Person, (b) the liquidation or dissolution of any Restricted Subsidiary if the Borrower New Holdings determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the Lenders, (c)(i) any Restricted Subsidiary that is not a Subsidiary Guarantor may merge, amalgamate or consolidate with or into any other Restricted Subsidiary (provided that in any such transaction involving a Borrower or Subsidiary Guarantor, a Borrower or Subsidiary Guarantor must be the continuing or surviving Person) and (ii) New Holdings or any Restricted Subsidiary may change its legal form if the Borrower New Holdings determines in good faith that such action is in the best interest of the Borrower New Holdings and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders (it being understood that in the case of any change in legal form, a Restricted Subsidiary that is a Borrower or Subsidiary Guarantor will remain a Borrower or Subsidiary Guarantor Guarantor, as applicable, unless such Borrower or Subsidiary Guarantor is otherwise permitted to cease being a Borrower or Subsidiary Guarantor Guarantor, as applicable, hereunder) ), and (d) any Restricted Subsidiary may transfer or dispose of any or all of its assets to the Borrower New Holdings or to another Restricted Subsidiary (upon voluntary liquidation or otherwise); provided that if the transferor in such a transaction is a Borrower or Subsidiary Guarantor, then (i) the transferee or assignee must be a Subsidiary Guarantor or the a Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor in accordance with subsections 8.2 and 8.7 respectively or pursuant to a disposition permitted by subsection 8.6.

Prohibition of Fundamental Changes. Enter into any transaction of acquisition of, or merger or consolidation or amalgamation with, any other Person (including any Restricted Subsidiary or Affiliate of Parent the Company or any of its Subsidiaries), or transfer all or substantially all of its assets to any Unrestricted Subsidiary or Foreign Subsidiary, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or engage in any material line of business other than business conducted or proposed to be of the same general type now conducted by the Borrower it and its Restricted Subsidiaries on the Closing Date or any business that is similar, reasonably businesses related, incidental, incidental or complementary or ancillary thereto, including without limitation in broadcasting and other media businesses, except for (a) the transactions otherwise permitted pursuant to subsections 8.6 and 8.7; provided that the Borrower Company may not merge, consolidate or amalgamate with any Person unless the Borrower Company is the continuing or surviving Person, (b) the liquidation or dissolution of any Restricted Subsidiary of the Company if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders, (c)(i) any Restricted Subsidiary that is not a Subsidiary Guarantor Credit Party may merge, amalgamate or consolidate with or into any other Restricted Subsidiary (provided that in any such transaction involving is not a Subsidiary Guarantor, a Subsidiary Guarantor must be the continuing or surviving Person) Credit Party and (ii) any Restricted Subsidiary may change its legal form if the Borrower Company determines in good faith that such action is in the best interest of the Borrower Company and its Restricted Subsidiaries and is if not materially disadvantageous to the Lenders (it being understood that in the case of any change in legal form, a Subsidiary that is a Subsidiary Guarantor will remain a Subsidiary Guarantor unless such Subsidiary Guarantor is otherwise permitted to cease being a Subsidiary Guarantor hereunder) and (d) any Restricted Subsidiary of the Company may dispose of any or all of its assets to the Borrower Company or to another Restricted Subsidiary (upon voluntary liquidation or otherwise); provided that if the transferor in such a transaction is a Subsidiary Guarantor, then (i) the transferee or assignee must be a Subsidiary Guarantor or the Borrower Company or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor Credit Party in accordance with subsections 8.2 and 8.7 respectively or pursuant to a disposition permitted by subsection 8.6.

Prohibition of Fundamental Changes. Enter into any transaction of acquisition of, or merger or consolidation or amalgamation with, any other Person (including any Restricted Subsidiary or Affiliate of Parent Intermediate Holdings or any of its Restricted Subsidiaries), or transfer all or substantially all of its assets to any Unrestricted Person that is not a Borrower or a Subsidiary or Foreign SubsidiaryGuarantor, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or engage in any business other than business conducted or proposed to be conducted by the Borrower and its Restricted Subsidiaries Group Members on the Closing Effective Date or any business that is similar, reasonably related, incidental, complementary or ancillary thereto, including without limitation in broadcasting and other media businesses, except for (a) the transactions otherwise permitted pursuant to subsections Sections 8.6 and 8.7; provided that the Borrower New Holdings may not merge, consolidate or amalgamate with any Person unless the Borrower New Holdings is the continuing or surviving Person, (b) the liquidation or dissolution of any Restricted Subsidiary if the Borrower New Holdings determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the Lenders, (c)(i) any Restricted Subsidiary that is not a Subsidiary Guarantor may merge, amalgamate or consolidate with or into any other Restricted Subsidiary (provided that in any such transaction involving a Borrower or Subsidiary Guarantor, a Borrower or Subsidiary Guarantor must be the continuing or surviving Person) and (ii) New Holdings or any Restricted Subsidiary may change its legal form if the Borrower New Holdings determines in good faith that such action is in the best interest of the Borrower and its Restricted Subsidiaries Group Members and is not materially disadvantageous to the Lenders (it being understood that in the case of any change in legal form, a Restricted Subsidiary that is a Borrower or Subsidiary Guarantor will remain a Borrower or Subsidiary Guarantor Guarantor, as applicable, unless such Borrower or Subsidiary Guarantor is otherwise permitted to cease being a Borrower or Subsidiary Guarantor Guarantor, as applicable, hereunder) ), and (d) any Restricted Subsidiary may transfer or dispose of any or all of its assets to the Borrower New Holdings or to another Restricted Subsidiary (upon voluntary liquidation or otherwise); provided that if the transferor in such a transaction is a Borrower or Subsidiary Guarantor, then (i) the transferee or assignee must be a Subsidiary Guarantor or the a Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor in accordance with subsections Sections 8.2 and 8.7 respectively or pursuant to a disposition permitted by subsection Section 8.6.. 115

Prohibition of Fundamental Changes. Enter into any transaction of acquisition of, or merger or consolidation or amalgamation with, any other Person (including any Restricted Subsidiary or Affiliate of Parent Intermediate Holdings or any of its Restricted Subsidiaries), or transfer all or substantially all of its assets to any Unrestricted Person that is not a Borrower or a Subsidiary or Foreign SubsidiaryGuarantor, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or engage in any business other than business conducted or proposed to be conducted by the Borrower and its Restricted Subsidiaries Group Members on the Closing Effective Date or any business that is similar, reasonably related, incidental, complementary or ancillary thereto, including without limitation in broadcasting and other media businesses, except for (a) the transactions otherwise permitted pursuant to subsections Sections 8.6 and 8.7; provided that the Borrower New Holdings may not merge, consolidate or amalgamate with any Person unless the Borrower New Holdings is the continuing or surviving Person, (b) the liquidation or dissolution of any Restricted Subsidiary if the Borrower New Holdings determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the Lenders, (c)(i) any Restricted Subsidiary that is not a Subsidiary Guarantor may merge, amalgamate or consolidate with or into any other Restricted Subsidiary (provided that in any such transaction involving a Borrower or Subsidiary Guarantor, a Borrower or Subsidiary Guarantor must be the continuing or surviving Person) and (ii) New Holdings or any Restricted Subsidiary may change its legal form if the Borrower New Holdings determines in good faith that such action is in the best interest of the Borrower and its Restricted Subsidiaries Group Members and is not materially disadvantageous to the Lenders (it being understood that in the case of any change in legal form, a Restricted Subsidiary that is a Borrower or Subsidiary Guarantor will remain a Borrower or Subsidiary Guarantor Guarantor, as applicable, unless such Borrower or Subsidiary Guarantor is otherwise permitted to cease being a Borrower or Subsidiary Guarantor Guarantor, as applicable, hereunder) ), and (d) any Restricted Subsidiary may transfer or dispose of any or all of its assets to the Borrower New Holdings or to another Restricted Subsidiary (upon voluntary liquidation or otherwise); provided that if the transferor in such a transaction is a Borrower or Subsidiary Guarantor, then (i) the transferee or assignee must be a Subsidiary Guarantor or the a Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor in accordance with subsections Sections 8.2 and 8.7 respectively or pursuant to a disposition permitted by subsection Section 8.6.

Prohibition of Fundamental Changes. Enter Neither the Borrower nor any Subsidiary Guarantor shall, at any time, directly or indirectly, enter into any transaction of acquisition ofmerger, or merger or consolidation or amalgamation with, any other Person (including any Restricted Subsidiary or Affiliate of Parent or any of its Subsidiaries), or transfer all or substantially all of its assets to any Unrestricted Subsidiary or Foreign Subsidiaryamalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation liquidation, winding up or dissolution), or engage in Dispose of all or substantially all of its Property without the Lender’s prior consent, provided that, any business other than business conducted Loan Party may merge with, consolidate with, amalgamate with, or proposed to be conducted by the Borrower Dispose of all or substantially all of its Property (and its Restricted Subsidiaries on the Closing Date thereafter wind up or any business that is similar, reasonably related, incidental, complementary or ancillary thereto, including without limitation in broadcasting and other media businesses, except for dissolve itself) to: (a) the transactions otherwise permitted pursuant to subsections 8.6 and 8.7; provided that the Borrower may not mergeanother Loan Party, consolidate or amalgamate with any Person unless the Borrower is the continuing or surviving Person, (b) any other Person pursuant to the liquidation or dissolution Transaction Documents, subject to the following conditions: (i) such action does not result in the material diminishment of the Collateral, taken as a whole, (ii) in the case of any Restricted Subsidiary if such Disposition by a Loan Party, the Borrower determines Net Cash Proceeds thereof are applied in good faith that such liquidation or dissolution is accordance with Section 2.07, and (iii) (A) in the best interests case of the Borrower and is not materially disadvantageous to the Lendersa merger, (c)(i) any Restricted Subsidiary that is not a Subsidiary Guarantor may merge, amalgamate consolidation or consolidate amalgamation with or into any other Restricted Subsidiary (provided that in any such transaction involving a Subsidiary Guarantorthe Borrower, a Subsidiary Guarantor must the Borrower shall be the continuing or surviving Person) and (ii) any Restricted Subsidiary may change its legal form if entity or, in the event that the Borrower determines in good faith that such action is in the best interest of the Borrower and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders (it being understood that continuing or surviving entity, or in the case of a Disposition of all or substantially all of the Borrower’s Property to any change other Person, (1) the continuing, surviving or acquiring entity (any of the foregoing, in the case of the Borrower, the “Replacement Borrower”) expressly assumes the obligations of the Borrower under the Loan Documents, (2) the Replacement Borrower is organized under the laws of a State in the United States, Canada or any province thereof, (3) the Replacement Borrower shall have delivered to the Lender such assumption and joinder agreements and related documents and instruments, due diligence information, lien searches, consents, certificates, organizational documents and resolutions, legal formopinions and waivers as the Lender may reasonably request, each in form and substance satisfactory to the Lender in its sole discretion, and (B) in the case of a Subsidiary merger, consolidation or amalgamation with or into any Guarantor, such Guarantor shall be the continuing or surviving entity or, in the event that is a Subsidiary Guarantor will remain a Subsidiary Guarantor unless such Subsidiary Guarantor is otherwise permitted not the continuing or surviving entity, (1) the continuing or surviving entity (a “Replacement Guarantor”) expressly assumes the obligations of such Guarantor under the Loan Documents or promptly after the consummation of such transaction, the Replacement Guarantor shall become a Guarantor, (2) the Replacement Guarantor is organized under the laws of a State in the United States, Canada or any province thereof, (3) the Replacement Guarantor shall have delivered to cease being a Subsidiary Guarantor hereunder) the Lender such assumption and joinder agreements and related documents and instruments, due diligence information, lien searches, consents, certificates, organizational documents and resolutions, legal opinions and waivers as the Lender may reasonably request, each in form and substance satisfactory to the Lender in its sole discretion, and (dC) any Restricted Subsidiary Guarantor may dispose otherwise merge, consolidate, amalgamate into or divest of any all or substantially all of its assets to the Borrower or Property only to another Restricted Subsidiary (upon voluntary liquidation Loan Party or otherwise); provided that if the transferor in such a transaction is a Subsidiary Guarantor, then (i) the transferee or assignee must be a Subsidiary Guarantor or the Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor in accordance with subsections 8.2 and 8.7 respectively or pursuant to a disposition permitted by subsection 8.6.”

Prohibition of Fundamental Changes. Enter into any transaction of acquisition of, or merger or consolidation or amalgamation with, any other Person (including any Restricted Subsidiary or Affiliate of Parent Intermediate Holdings or any of its Subsidiaries), or transfer all or substantially all of its assets to any Unrestricted Person that is not a Borrower or a Subsidiary or Foreign SubsidiaryGuarantor, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or engage in any business other than business conducted or proposed to be conducted by the Borrower New Holdings and its Restricted Subsidiaries on the Closing Effective Date or any business that is similar, reasonably related, incidental, complementary or ancillary thereto, including without limitation in broadcasting and other media businesses, except for (a) the transactions otherwise permitted pursuant to subsections Sections 8.6 and 8.7; provided that the Borrower New Holdings may not merge, consolidate or amalgamate with any Person unless the Borrower New Holdings is the continuing or surviving Person, (b) the liquidation or dissolution of any Restricted Subsidiary if the Borrower New Holdings determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the Lenders, (c)(i) any Restricted Subsidiary that is not a Subsidiary Guarantor may merge, amalgamate or consolidate with or into any other Restricted Subsidiary (provided that in any such transaction involving a Borrower or Subsidiary Guarantor, a Borrower or Subsidiary Guarantor must be the continuing or surviving Person) and (ii) New Holdings or any Restricted Subsidiary may change its legal form if the Borrower New Holdings determines in good faith that such action is in the best interest of the Borrower New Holdings and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders (it being understood that in the case of any change in legal form, a Subsidiary that is a Borrower or Subsidiary Guarantor will remain a Borrower or Subsidiary Guarantor Guarantor, as applicable, unless such Borrower or Subsidiary Guarantor is otherwise permitted to cease being a Borrower or Subsidiary Guarantor Guarantor, as applicable, hereunder) and ), (d) any Restricted Subsidiary may transfer or dispose of any or all of its assets to the Borrower New Holdings or to another Restricted Subsidiary (upon voluntary liquidation or otherwise); provided that if the transferor in such a transaction is a Borrower or Subsidiary Guarantor, then (i) the transferee or assignee must be a Subsidiary Guarantor or the a Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor in accordance with subsections Sections 8.2 and 8.7 respectively or pursuant to a disposition permitted by subsection 8.6Section 8.6 and (e) the Restructuring Transactions.

Prohibition of Fundamental Changes. Enter into any transaction of acquisition of, or merger or consolidation or amalgamation with, any other Person (including any Restricted Subsidiary or Affiliate of Parent Intermediate Holdings or any of its Subsidiaries), or transfer all or substantially all of its assets to any Unrestricted Person that is not a Borrower or a Subsidiary or Foreign SubsidiaryGuarantor, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or engage in any business other than business conducted or proposed to be conducted by the Borrower New Holdings and its Restricted Subsidiaries on the Closing Effective Date or any business that is similar, reasonably related, incidental, complementary or ancillary thereto, including without limitation in broadcasting and other media businesses, except for (a) the transactions otherwise permitted pursuant to subsections 8.6 and 8.7; provided that the Borrower New Holdings may not merge, consolidate or amalgamate with any Person unless the Borrower New Holdings is the continuing or surviving Person, (b) the liquidation or dissolution of any Restricted Subsidiary if the Borrower New Holdings determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the Lenders, (c)(i) any Restricted Subsidiary that is not a Subsidiary Guarantor may merge, amalgamate or consolidate with or into any other Restricted Subsidiary (provided that in any such transaction involving a Borrower or Subsidiary Guarantor, a Borrower or Subsidiary Guarantor must be the continuing or surviving Person) and (ii) New Holdings or any Restricted Subsidiary may change its legal form if the Borrower New Holdings determines in good faith that such action is in the best interest of the Borrower New Holdings and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders (it being understood that in the case of any change in legal form, a Subsidiary that is a Borrower or Subsidiary Guarantor will remain a Borrower or Subsidiary Guarantor Guarantor, as applicable, unless such Borrower or Subsidiary Guarantor is otherwise permitted to cease being a Borrower or Subsidiary Guarantor Guarantor, as applicable, hereunder) and ), (d) any Restricted Subsidiary may transfer or dispose of any or all of its assets to the Borrower New Holdings or to another Restricted Subsidiary (upon voluntary liquidation or otherwise); provided that if the transferor in such a transaction is a Borrower or Subsidiary Guarantor, then (i) the transferee or assignee must be a Subsidiary Guarantor or the a Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor in accordance with subsections 8.2 and 8.7 respectively or pursuant to a disposition permitted by subsection 8.68.6 and (e) the Restructuring Transactions.

Prohibition of Fundamental Changes. Enter (a) The Borrower shall not change its legal form, amend its Partnership Agreement (except any amendments in connection with permitted sales or transfers of ownership interests in the Borrower, provided, that the Borrower shall have delivered to the Agent a copy of such amendment together with a certificate of an Authorized Officer of the Borrower certifying that no changes have been made to the Partnership Agreement other than such changes as are necessary solely to reflect the change in ownership) or any other organizational document, merge into any transaction of acquisition ofor consolidate with, or merger acquire all or consolidation any substantial part of the assets or amalgamation withany class of stock of (or other equity interest in), any other Person and shall not liquidate or dissolve. The Borrower shall not convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, any assets in excess of $2,000,000 per year except: (including any i) sales of assets no longer used or useful in the Borrower’s business in the ordinary course of the Borrower’s business, (ii) sales, transfers or other dispositions of Permitted Investments, (iii) Restricted Subsidiary or Affiliate Payments made in accordance with the Financing Documents, (iv) sales of Parent or any Services in the ordinary course of its Subsidiaries), or transfer all or substantially all business and (v) sales of its assets to any Unrestricted Subsidiary or Foreign Subsidiary, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or engage in any business other than business conducted or proposed to be conducted surplus retained Gas obtained by the Borrower under the TUAs as well as LNG used for testing and its Restricted Subsidiaries on commissioning and the Closing Date Gas produced from said LNG. The Borrower shall not issue any equity interests (or enter into any business that is similaroption agreement, reasonably related, incidental, complementary subscription agreement or ancillary thereto, including without limitation other agreement for the issuance of any equity interests) in broadcasting and other media businessesthe Borrower to any Person, except for to (aA) the transactions otherwise permitted pursuant to subsections 8.6 and 8.7; provided that the Borrower may not merge, consolidate or amalgamate with any Person unless who shall be an Approved Transferee at the Borrower is the continuing time such equity interests are issued or surviving Person, (bB) the liquidation or dissolution of any Restricted Subsidiary if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous Person reasonably acceptable to the Lenders, (c)(i) any Restricted Subsidiary that is not who in either case has executed and delivered to the Collateral Agent a Subsidiary Guarantor may mergePledge Agreement substantially in the form of Exhibit E for the benefit of the Secured Parties and provided such other instruments as reasonably requested by the Agent; provided, amalgamate or consolidate with or into any other Restricted Subsidiary (provided that in any such transaction involving a Subsidiary Guarantor, a Subsidiary Guarantor must be the continuing or surviving Person) and (ii) any Restricted Subsidiary may change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders equity issuance under either clause (it being understood that in the case of any change in legal form, a Subsidiary that is a Subsidiary Guarantor will remain a Subsidiary Guarantor unless such Subsidiary Guarantor is otherwise permitted to cease being a Subsidiary Guarantor hereunderA) and (d) any Restricted Subsidiary may dispose of any or all of its assets to the Borrower or to another Restricted Subsidiary (upon voluntary liquidation or otherwise); provided that if the transferor in such a transaction is a Subsidiary Guarantor, then (i) the transferee or assignee must be a Subsidiary Guarantor or the Borrower or (iiB) to the extent constituting an Investmentshall not cause a Default, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor in accordance with subsections 8.2 and 8.7 respectively or pursuant to a disposition permitted by subsection 8.6including under Section 9.01(t).

Prohibition of Fundamental Changes. Enter into any transaction of acquisition of, or merger or consolidation or amalgamation with, any other Person (including any Restricted Subsidiary or Affiliate of Parent or any of its Subsidiaries), or transfer all or substantially all of its assets to any Unrestricted Subsidiary or Foreign Subsidiary, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or engage in any business other than business conducted or proposed to be conducted by the Borrower and its Restricted Subsidiaries on the Closing Date or any business that is similar, reasonably related, incidental, complementary or ancillary thereto, including without limitation in broadcasting and other media businesses, except for (a) the transactions otherwise permitted pursuant to subsections 8.6 and 8.7; provided that the Borrower may not merge, consolidate or amalgamate with any Person unless the Borrower is the continuing or surviving Person, (b) the liquidation or dissolution of any Restricted Subsidiary if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (c)(i) any Restricted Subsidiary that is not a Subsidiary Guarantor may merge, amalgamate or consolidate with or into any other Restricted Subsidiary (provided that in any such transaction involving a Subsidiary Guarantor, a Subsidiary Guarantor must be the continuing or surviving Person) and (ii) the Borrower or any Restricted Subsidiary may change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders (it being understood that in the case of any change in legal form, a Subsidiary that is a Subsidiary Guarantor will remain a Subsidiary Guarantor unless such Subsidiary Guarantor is otherwise permitted to cease being a Subsidiary Guarantor hereunder) and (d) any Restricted Subsidiary may dispose of any or all of its assets to the Borrower or to another Restricted Subsidiary (upon voluntary liquidation or otherwise); provided that if the transferor in such a transaction is a Subsidiary Guarantor, then (i) the transferee or assignee must be a Subsidiary Guarantor or the Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor in accordance with subsections 8.2 and 8.7 respectively or pursuant to a disposition permitted by subsection 8.6.