Fundamental Changes. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity, (ii) any Guarantor may merge into or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution.
Appears in 9 contracts
Samples: Credit Agreement (Lamb Weston Holdings, Inc.), Credit Agreement (Lamb Weston Holdings, Inc.), Credit Agreement (Lamb Weston Holdings, Inc.)
Fundamental Changes. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the Borrower or any Subsidiary may merge into with a Loan Party in Person if the Borrower (or such Subsidiary if the Borrower is not a transaction in which party to such Loan Party merger) is the surviving entityPerson, (ii) any Guarantor Subsidiary may merge into or consolidate with another Subsidiary; provided, that if any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall not be permitted unless also permitted by Section 8.04the surviving Person, (iii) any Restricted Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Guarantor Subsidiary Loan Party and (iv) any Subsidiary (other than a Subsidiary Loan Party) may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party)Lenders; provided, provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution7.4.
Appears in 7 contracts
Samples: Term Loan Agreement (Ram Energy Resources Inc), Revolving Credit Agreement (Ram Energy Resources Inc), Credit Agreement (Piper Jaffray Companies)
Fundamental Changes. Except in connection with an Excluded Disposition, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.13, (a) The the Borrower will notmay merge or consolidate with any of its Subsidiaries provided that the Borrower shall be the continuing or surviving Person, and will not permit (b) any Restricted Subsidiary to, Loan Party other than the Borrower may merge into or consolidate with any other PersonLoan Party or the Borrower, (c) any Consolidated Party which is not a Loan Party may be merged or permit consolidated with or into any Loan Party provided that the continuing or surviving Person shall be a Loan Party, (d) any Consolidated Party which is not a Loan Party may be merged or consolidated with or into any other Person to merge into or consolidate with itConsolidated Party which is not a Loan Party, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (ie) any Restricted Subsidiary of the Borrower may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity, (ii) any Guarantor may merge into or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be Loan Party in connection with a Disposition permitted unless also permitted by under Section 8.048.05, (iiif) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests any Subsidiary of the Borrower and is not materially disadvantageous to the Lenders or (y) may merge or consolidate with any other Person (other than a Loan PartyConsolidated Party with which it could not merge under any of clauses (a) through (e), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted AcquisitionAcquisition provided that, provided that (x) if such transaction involves the Borrower is a party to such transactionBorrower, the Borrower is shall be the continuing or surviving corporation and corporation, (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (vg) any permitted sale Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidationwind up its affairs at any time provided that such dissolution, liquidation or dissolutionwinding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and (h) Cincinnati Xxxx Entertainment, Inc. (f/k/a XxxxXxxx.xxx Inc.) may merge with CBT or any CBT Subsidiary.
Appears in 5 contracts
Samples: Credit Agreement (Cincinnati Bell Inc), Credit Agreement (Cincinnati Bell Inc), Credit Agreement (Cincinnati Bell Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided, that, notwithstanding the foregoing provisions of this Section 8.04, but subject to the terms of Sections 7.13 and 7.14, (a) The the Borrower will not, and will not permit any Restricted Subsidiary to, may merge into or consolidate with any other Personof its Subsidiaries; provided, that the Borrower shall be the continuing or permit any other Person to merge into or consolidate with itsurviving corporation, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (ib) any Restricted Subsidiary of Loan Party other than the Borrower or the Parent may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity, (ii) any Guarantor may merge into or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person Loan Party or the Borrower or the Parent, as applicable, (c) any Consolidated Party which is not a Loan Party may be merged or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Loan Party may be merged or consolidated with or into any other than Consolidated Party which is not a Loan Party), provided that including any merger of such non Loan Party into an acquisition target, (1) a Restricted Subsidiary is the surviving Person and (2e) any such merger or consolidation involving a Subsidiary of the Parent may merge with any Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person Loan Party in connection with a Permitted AcquisitionDisposition permitted under Section 8.05, and (f) any Wholly Owned Subsidiary of the Parent that is not a Loan Party may Dispose of all or substantially all of its assets (whether now owned or hereafter acquired), dissolve, liquidate or wind up its affairs at any time provided that (x) if such Disposition, dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything contained or implied herein to the Borrower is a party contrary, this provision shall not, in any case, be construed to such transaction, the Borrower is the continuing or surviving corporation and limit (y) if a Guarantor is a party to such transactionthe transfer, such Guarantor is the surviving Person; and (v) any permitted sale or other disposition under Section 8.05 may be effectuated pursuant by a non-Loan Party Subsidiary of the Parent of any of its assets (whether a portion of or all or substantially all of its assets) to the Parent or any other Subsidiary of the Parent or (z) the transfer, sale or other disposition by a merger, consolidation, liquidation Loan Party Subsidiary of the Parent of any of its assets (whether a portion of or dissolutionall or substantially all of its assets) to any other Loan Party.
Appears in 5 contracts
Samples: Security Agreement (Ryman Hospitality Properties, Inc.), Security Agreement (Ryman Hospitality Properties, Inc.), Credit Agreement (Ryman Hospitality Properties, Inc.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided, that, notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) The the Borrower will notmay merge or consolidate with any of its Subsidiaries, provided, that, the Borrower shall be the continuing or surviving Person, (b) any Loan Party (other than the Borrower) may merge or consolidate with any other Loan Party (other than the Borrower), (c) any Subsidiary that is not a Loan Party may be merged or consolidated with or into any Loan Party, provided, that, the continuing or surviving Person shall be such Loan Party or concurrently therewith become a Loan Party, (d) any Subsidiary that is not a Loan Party may be merged or consolidated with or into any other Subsidiary that is not a Loan Party, (e) any Subsidiary may dissolve, liquidate or wind up its affairs at any time, provided, that, such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and will all of its assets and business are transferred to a Loan Party or solely in the case of a Subsidiary that is not permit a Loan Party, another Subsidiary that is not a Loan Party prior to or concurrently with such dissolution, liquidation or winding up, (f) in connection with any Restricted Permitted Acquisition or other Investment permitted under Section 8.02 (other than by reference to this Section 8.04 (or any sub-clause hereof)) the Borrower or any Subsidiary to, may merge into or consolidate with any other Person, Person or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: so long as (i) the Person surviving such merger with any Restricted Subsidiary of the Borrower may merge into shall be a Loan Party in direct or indirect Wholly Owned Subsidiary (and, if such Subsidiary is a transaction in which such Loan Party is the surviving entityDomestic Subsidiary, a Wholly Owned Domestic Subsidiary), (ii) in the case of any Guarantor such merger to which the Borrower is a party, the Borrower is the surviving Person, and (iii) in the case of any such merger to which a Loan Party (other than the Borrower) is a party, the surviving Person is such Loan Party or concurrently therewith becomes a Loan Party, and (g) in connection with any Disposition permitted under Section 8.05 (other than by reference to this Section 8.04 (or any sub-clause hereof)) any Subsidiary that is not a Loan Party may merge into or consolidate with any other Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that permit any such merger or consolidation involving a other Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge into or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any it to consummate such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolutionDisposition.
Appears in 5 contracts
Samples: Credit Agreement (Societal CDMO, Inc.), Credit Agreement (Societal CDMO, Inc.), Credit Agreement (Recro Pharma, Inc.)
Fundamental Changes. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets of the Borrower and its Subsidiaries when taken as a whole, or all or substantially all of the stock of its Subsidiaries when taken as a whole (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of Person may merge into, or consolidate with, the Borrower may merge into a Loan Party in a transaction in which such Loan Party the Borrower is the surviving entitycorporation, (ii) any Guarantor Person not a Credit Party may merge into into, or consolidate with with, any Person Subsidiary in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04Subsidiary, (iii) any Restricted Subsidiary that is not a Guarantor Credit Party may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (xiv) any Subsidiary not a Credit Party may liquidate or dissolve 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 or Lenders, (yv) any Subsidiary which is a Credit Party may merge into (or consolidate with with) or liquidate or dissolve into, any other Person Subsidiary which is a Credit Party, and (vi) any Subsidiary which is a Credit Party may sell, transfer, lease or otherwise dispose of its assets to Borrower or to any other than Subsidiary which is a Loan Credit Party), ; provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution6.03.
Appears in 5 contracts
Samples: Credit Agreement (Weingarten Realty Investors /Tx/), Credit Agreement (Weingarten Realty Investors /Tx/), Credit Agreement (Weingarten Realty Investors /Tx/)
Fundamental Changes. (a) The None of Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or they permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party the Parent Borrower in a transaction in which such Loan Party the Parent Borrower is the surviving entitycorporation, (ii) any Guarantor Subsidiary may merge into or consolidate with any Person Subsidiary in a transaction in which the surviving entity is or becomes a Guarantor; provided that Subsidiary and (if any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall not be permitted unless also permitted by Section 8.04a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Restricted Subsidiary that is not (other than a Guarantor Subsidiary Loan Party) may (x) liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders or (y) merge or consolidate with any other Person (other than a Loan Party), Lenders; provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) 6.04. Notwithstanding the Borrower or foregoing, this Section 6.03 shall not prohibit any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution.
Appears in 5 contracts
Samples: Credit Agreement (Trimas Corp), Credit Agreement (Trimas Corp), Credit Agreement (Trimas Corp)
Fundamental Changes. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or Dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the Borrower Person may merge into a Loan Party the Borrower in a transaction in which such Loan Party the Borrower is the surviving entitycorporation, (ii) any Guarantor Person (other than the Borrower) may merge into or consolidate with or into any Person Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be or which is permitted unless also permitted by as a Disposition under Section 8.046.04, (iii) any Restricted Subsidiary that may Dispose of its assets and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries to the Borrower or to another Restricted Subsidiary or in a transaction which is not permitted as a Guarantor Disposition under Section 6.04 and (iv) any Restricted Subsidiary may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), Lenders; provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving which is in the nature of a sale of a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution6.04.
Appears in 5 contracts
Samples: Credit Agreement (QVC Inc), Credit Agreement (Starz, LLC), Credit Agreement (Affiliate Investment, Inc.)
Fundamental Changes. (a) The Borrower will not, and will not permit any Restricted Subsidiary other Loan Party to, merge merge, amalgamate into or consolidate with any other Person, or permit any other Person to merge merge, amalgamate into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing: continuing or would arise therefrom, (i) any Restricted Subsidiary of may merge, consolidate or amalgamate into the Borrower may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity, (ii) any Guarantor may merge into or consolidate with any Person in a transaction in which the Borrower is the surviving entity corporation, (ii) any Subsidiary that is not the Borrower may merge, consolidate or becomes amalgamate into any Subsidiary that is not the Borrower, (iii) Permitted Acquisitions and asset dispositions permitted pursuant to SECTION 6.05 hereof and Permitted Investments of the type described in clauses (p) and/or (q) of the definition of “Permitted Investment” may be consummated in the form of a Guarantor; merger, consolidation or amalgamation, as long as, in the event of a Permitted Acquisition, the surviving Person is, or as and to the extent required by SECTION 5.12 becomes, a Loan Party, provided that any such merger merger, consolidation or consolidation amalgamation involving a Person that is not a Restricted wholly owned Subsidiary immediately prior to such merger merger, consolidation or amalgamation shall not be permitted unless also permitted by Section 8.04SECTION 6.04, (iiiiv) any Restricted Subsidiary that is not a Facility Guarantor may consummate a dissolution or liquidation, the purpose of which is to effect an asset disposition permitted pursuant to SECTION 6.05, and (xv) any Facility Guarantor may liquidate or dissolve 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 adverse to the Lenders Lenders. To the extent that any Facility Guarantor is merged, consolidated or (y) merge amalgamated with or consolidate with into any other Loan Party (or any Person in a transaction permitted under clause (other than a Loan Partyiii) above) or liquidated or dissolved, in each case, as permitted under this clause (a), provided that (1) a Restricted Subsidiary is the surviving Person and (2) such Facility Guarantor shall be released from its obligations under any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior Facility Guarantee to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower which it is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolutionparty.
Appears in 5 contracts
Samples: Credit Agreement (Pier 1 Imports Inc/De), Credit Agreement (Pier 1 Imports Inc/De), Credit Agreement (Pier 1 Imports Inc/De)
Fundamental Changes. Merge, dissolve, liquidate, consolidate or amalgamate with or into another Person, except that, (a) The Borrower will not, and will not permit any Restricted Subsidiary to, the Parent may merge into or consolidate with any of its Restricted Subsidiaries (other Personthan either Borrower) provided that the Parent is the continuing or surviving corporation, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at (b) the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (i) any Restricted Subsidiary of the Borrower Company may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity, (ii) any Guarantor may merge into or consolidate with any Person in a transaction in which of its Restricted Subsidiaries (other than the surviving entity is or becomes a Guarantor; Designated Borrowers) provided that any such merger the Company is the continuing or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04surviving corporation, (iiic) the Merger and the Post-Closing Reorganization may each be consummated, (d) any Designated Borrower may merge or consolidate with any of its Restricted Subsidiary that is not a Guarantor may Subsidiaries (xother than another Designated Borrower) liquidate or dissolve if the Borrower determines in good faith provided that such liquidation Designated Borrower is the continuing or dissolution is in the best interests surviving corporation, (e) any Domestic Subsidiary of the Borrower and is not materially disadvantageous to the Lenders or (y) Company may merge or consolidate with any other Domestic Subsidiary of the Company provided that if a Domestic Guarantor is a party to such transaction, the continuing or surviving Person is (or shall, simultaneously upon consummation of such transaction, become) a Domestic Guarantor, (f) any Foreign Subsidiary (other than a Loan Party), Designated Borrower) of the Company may merge or consolidate with any other Foreign Subsidiary (other than a Designated Borrower) of the Company provided that if a Foreign Guarantor is a party to such transaction, the continuing or surviving Person is (1or shall, simultaneously upon consummation of such transaction, become) a Restricted Subsidiary is the surviving Person and Foreign Guarantor, (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (ivg) the Borrower Parent or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (xi) if the Parent is a party to such transaction, the Parent is the continuing or surviving corporation, (ii) if the Company is a party to such transaction, the Company is the continuing or surviving corporation, (iii) if a Designated Borrower is a party to such transaction, the such Designated Borrower is the continuing or surviving corporation and (yiv) if a Guarantor any other Loan Party is a party to such transaction, the continuing or surviving Person is (or, if not already a Loan Party, shall, substantially concurrently with the consummation of such Guarantor is the surviving Person; and transaction, become) a Loan Party, (vh) any permitted sale Restricted Subsidiary (other than a Borrower) may dissolve, liquidate or disposition under Section 8.05 may be effectuated pursuant to a mergerwind up its affairs at any time, consolidationprovided that such dissolution, liquidation or dissolutionwinding up, as applicable, could not reasonably be expected to have a Material Adverse Effect, (i) any Restricted Subsidiary (other than a Borrower) may merge or consolidate with or into another Person, or dissolve or liquidate, in each case, solely for the purpose of effecting a Disposition expressly permitted pursuant to Section 8.05 and (j) any Restricted Subsidiary may merge or consolidate with any other Person in order to effectuate an Investment expressly permitted pursuant to Section 8.02 provided that (i) if such Restricted Subsidiary is (x) a Domestic Loan Party, the continuing or surviving Person is or shall become a Domestic Loan Party (and if such Subsidiary is the Company, the Company shall be the continuing or surviving Person) or (y) a Foreign Loan Party, the continuing or surviving Person is or shall become a Loan Party (and if such Subsidiary is a Designated Borrower, such Designated Borrower shall be the continuing or surviving Person), and (ii) if the continuing or surviving Person shall be a Restricted Subsidiary (other than an Immaterial Subsidiary), such Person, together with each of its Restricted Subsidiaries (if any), shall have complied with Section 7.12 within the timeframes specified therein.
Appears in 4 contracts
Samples: Credit Agreement (SS&C Technologies Holdings Inc), Credit Agreement (SS&C Technologies Holdings Inc), Credit Agreement (SS&C Technologies Holdings Inc)
Fundamental Changes. (a) The No Borrower will notshall, and will not nor shall it permit any Restricted Subsidiary of its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (i) continuing any Restricted Subsidiary of the a Borrower (a) may merge into a Loan Party such Borrower in a transaction in which such Loan Party Borrower is the surviving entitycorporation, (iib) any Guarantor may merge into or consolidate with any Person Credit Party in a transaction in which the surviving entity is or a Credit Party, (c) that is not a Credit Party may merge into any Subsidiary that is not a Credit Party, (d) may merge into any other Person that becomes a GuarantorCredit Party in connection with a Permitted Acquisition, (e) may liquidate or dissolve if Company determines in good faith that such liquidation or dissolution is in the best interests of Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a Restricted Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.048.7, and (iiif) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve if the Borrower determines merge with another Person in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders or (y) connection with an Asset Disposition permitted under Section 8.4. No Permitted MTBE Joint Venture may merge or consolidate with any other Person (other than Borrower or any of their Subsidiaries except in a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person transaction that is a Permitted Acquisition. Notwithstanding the foregoing, at any time that no Unmatured Event of Default or Event of Default exists, upon not less than thirty (30) days’ prior written notice to Administrative Agent and Collateral Agent, Company may merge with and into a Restricted newly formed Wholly-Owned Subsidiary immediately prior of Holdings GP (“NewCo”) that is organized in the State of Delaware or the State of Texas solely for purposes of reforming Company as a limited liability company or corporation; provided, that on or before the date of such merger, Company delivers the following documents to Administrative Agent, each of which shall be in form and substance acceptable to Administrative Agent and Collateral Agent: (i) an assumption agreement pursuant to which NewCo assumes the obligations of Company under this Agreement and the other Loan Documents to which Company is party, (ii) such merger shall not financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate to continue the security interest of the Collateral Agent for the benefit of the Secured Creditors a Lien (subject only to Permitted Liens and perfected to the extent required by the Security Documents) in the Collateral owned by Company and NewCo, (iii) such modifications to any Mortgages and Mortgage Policies as may be permitted unless also permitted required by Section 8.04; Collateral Agent with respect to the Mortgaged Properties owned by Company, (iv) the Borrower or any Restricted Subsidiary may merge an opinion of counsel to Company with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party respect to such transactionmatters as Administrative Agent or Collateral Agent may request, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale the documents that would have been required to have been delivered by NewCo on the date hereof had NewCo been a borrower hereunder on such date under Sections 5.1(b), 5.1(c)(i) - (iii), and 5.1(c)(v) and (vi) such other documentation as Administrative Agent or disposition under Section 8.05 Collateral Agent may be effectuated pursuant to a merger, consolidation, liquidation or dissolutionrequest.
Appears in 4 contracts
Samples: Security Agreement (Texas Petrochemicals Inc.), Revolving Credit Agreement (Texas Petrochemicals Inc.), Revolving Credit Agreement (Texas Petrochemicals Inc.)
Fundamental Changes. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the Borrower or any Subsidiary may merge into with a Loan Party in Person if the Borrower (or such Subsidiary if the Borrower is not a transaction in which party to such Loan Party merger) is the surviving entityPerson or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10, (ii) any Guarantor Subsidiary may merge into or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantoranother Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall not be permitted unless also permitted by Section 8.04the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Restricted Subsidiary that is not may be converted into a Guarantor limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party and (xvi) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party)Lenders; provided, provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution7.4.
Appears in 4 contracts
Samples: Credit and Term Loan Agreement (Tivity Health, Inc.), Credit and Term Loan Agreement (Healthways, Inc), Revolving Credit and Term Loan Agreement (Healthways, Inc)
Fundamental Changes. (a) The Borrower None of the Company or any Subsidiary will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: , (i) any Restricted Subsidiary of Person (other than the Borrower Company) may merge into a Loan Party or consolidate with any Borrower in a transaction in which such Loan Party a Borrower (including, for the avoidance of doubt, the Company) is the surviving entity, (ii) any Guarantor Person (other than the Company) may merge into or consolidate with any Person Subsidiary in a transaction in which the surviving entity is or becomes a Guarantor; provided that Subsidiary (and, if any party to such merger or consolidation involving is a Person that Subsidiary Loan Party, is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04Loan Party), (iii) any Restricted Subsidiary that may merge into or consolidate with any Person (other than the Company) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Guarantor Subsidiary; provided that if such Subsidiary is a Borrowing Subsidiary, such Subsidiary shall prior to or simultaneously with such merger or consolidation enter into a Borrowing Subsidiary Termination, (iv) any Subsidiary may merge, consolidate or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 6.04; provided that if such Subsidiary is a Subsidiary Loan Party the continuing or surviving Person shall be a Subsidiary Loan Party and (xv) any Subsidiary (other than the Company or any Subsidiary Loan Party) may liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), Lenders; provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted wholly-owned Subsidiary immediately prior to such merger thereto shall not be permitted unless it is also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation 6.04 or dissolution6.05.
Appears in 4 contracts
Samples: Credit Agreement (Minerals Technologies Inc), Credit Agreement (Minerals Technologies Inc), Credit Agreement (Minerals Technologies Inc)
Fundamental Changes. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the Borrower Person may merge into a Loan Party or consolidate with the Borrower in a transaction in which (x) the Borrower is the surviving entity or (y) the other party is the surviving entity of such merger (in such event, such surviving entity shall be the “Successor Borrower”) so long as (A) the Successor Borrower is organized under the laws of the United States, (B) the Successor Borrower expressly assumes the Borrower’s obligations under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto, as applicable, in form and substance reasonably satisfactory to the Administrative Agent and (C) each Subsidiary Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to the Collateral Agreement and, if reasonably requested by the Administrative Agent, each other Security Document to which such Subsidiary Loan Party is a party confirmed that its obligations thereunder shall apply to the surviving entitySuccessor Borrower’s obligations under this Agreement (it being understood that, if the foregoing conditions in clauses (A) through (C) are satisfied, then the Successor Borrower will automatically succeed to, and be substituted for, the Borrower under this Agreement), (ii) any Guarantor Person (other than the Borrower) may merge into or consolidate with any Person Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Subsidiary Loan Party, the surviving entity is or becomes a GuarantorSubsidiary Loan Party, (iii) any Restricted Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, and (iv) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Borrower determines in good faith that such liquidation or dissolution or change in legal form is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution6.04.
Appears in 4 contracts
Samples: Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.)
Fundamental Changes. (a) The Borrower Company will not, and nor will not it permit any Restricted Subsidiary of its Material Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (x) that any Subsidiary (other than a Receivables Subsidiary) (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party into, amalgamate or consolidate with Company in a transaction in which such Loan Party Company is the surviving entitycorporation, (ii) any Guarantor may merge into into, amalgamate or consolidate with any Person Credit Party in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person Credit Party, (iii) that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04Credit Party may merge into, (iii) amalgamate or consolidate with any Restricted Subsidiary that is not a Guarantor Credit Party or any Person that becomes a Credit Party simultaneously with or promptly following such merger and (iv) may (x) liquidate or dissolve 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 or (y) merge into, amalgamate or consolidate with any other Person (other than that in accordance with the terms hereof becomes a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person Credit Party in connection with a Permitted Acquisition, ; provided that (x) if the Borrower such Subsidiary is a party Material Subsidiary the surviving entity shall be a Material Subsidiary; provided, further, that if any Person acquired in a Permitted Acquisition is not a Wholly-Owned Domestic Subsidiary, it shall not be required to such transactionbe a Credit Party, the Borrower is the continuing or surviving corporation and (y) if any Subsidiary may merge into, amalgamate or consolidate with Target in connection with the Target Acquisition and (z) any Subsidiary may merge into, amalgamate or consolidate into another Person in connection with the consummation of a Guarantor transaction permitted by Section 8.4. No Unrestricted Entity shall enter into any merger or consolidation into or with Company or any of its Subsidiaries; provided that a Permitted Aerospace JV may merge, amalgamate or consolidate with Company or any Subsidiary in a transaction that is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolutionPermitted Acquisition.
Appears in 3 contracts
Samples: Bridge Loan Agreement (Ball Corp), Bridge Loan Agreement (Ball Corp), Bridge Loan Agreement (Ball Corp)
Fundamental Changes. (a) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and or be continuing: continuing (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity, (iiother than Holdings) any Guarantor or Subsidiary thereof may merge into or consolidate with any Person a Loan Party (other than Holdings) (so long as, in the case of a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Loan Party, a Loan Party shall be the surviving entity of such merger or consolidation); (ii) any Loan Party (other than Holdings or any Borrower) or Subsidiary of the Borrowers may liquidate or dissolve into a Loan Party; (iii) any Subsidiary of a Loan Party may merge into or consolidate with a Person that is not a Restricted Subsidiary immediately prior to Loan Party (so long as in the case of a merger or consolidation involving a Loan Party, a Loan Party shall be the surviving entity of such merger shall not be permitted unless also permitted by Section 8.04, or consolidation); and (iiiiv) any Restricted Subsidiary that is not a Guarantor Loan Party may (x) liquidate or dissolve if the Borrower Loan Party which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests interest of the Borrower Loan Party and is not materially disadvantageous to the Lenders or (y) merge or consolidate with any other Person (other than a Loan Party)Lenders; provided, provided that (1) a Restricted Subsidiary is the surviving Person and (2x) any such merger or consolidation hereunder involving a Person that is not a Restricted wholly owned Subsidiary immediately prior to such merger or consolidation shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition6.04, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if any such merger or consolidation hereunder involving a Guarantor Borrower in respect of which such Borrower is not the surviving entity shall not be permitted unless (1) the surviving entity is another Borrower or (2) the surviving entity shall have (A) executed and delivered to the Administrative Agent its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and each other Loan Document to which any Borrower not surviving such transaction was a party to such transaction, such Guarantor is the surviving Person; and (vB) caused to be delivered to the Administrative Agent an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Administrative Agent, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, and (z) immediately after giving effect to any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a such merger, consolidationconsolidation or other transaction hereunder, liquidation or dissolutionat least one (1) Borrower shall continue to remain in existence.
Appears in 3 contracts
Samples: Credit Agreement (Chefs' Warehouse, Inc.), Credit Agreement (Chefs' Warehouse, Inc.), Credit Agreement (Chefs' Warehouse, Inc.)
Fundamental Changes. (a) The Except as permitted by Section 11.5 or Section 11.6, neither the Parent nor the Borrower will, nor will not, and will not they permit any Restricted Consolidated Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have or Event of Default has occurred and be is continuing, or would result after giving effect thereto: (i) any Restricted Consolidated Subsidiary of the Borrower may merge into a Loan Party in a transaction in which such Loan Party the Borrower so long as the Borrower is the surviving entity, and any Person may merge into or consolidate with a Consolidated Subsidiary in connection with a Permitted Acquisition so long as the surviving entity is a Consolidated Subsidiary and (if any party to such merger or consolidation is a Subsidiary Loan Party) the surviving entity is a Subsidiary Loan Party, (ii) any Guarantor Consolidated Subsidiary may merge into or consolidate with any Person in other Consolidated Subsidiary and, if either such Consolidated Subsidiary is a transaction in which Subsidiary Loan Party, the surviving entity is a Subsidiary Loan Party, (iii) Permitted Acquisitions may be consummated so long as the surviving Person is the Borrower or becomes a Guarantor; Subsidiary Loan Party, (iv) any Consolidated Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it in any sale or other disposition permitted under Section 11.7 (whether or not such Consolidated Subsidiary is the surviving entity), provided that that, any such merger or consolidation involving a Person that is not a Restricted Wholly Owned Subsidiary immediately prior to such merger or consolidation shall not be permitted unless also permitted by Section 8.04Sections 11.5 and 11.9, (iiiv) any Restricted Consolidated Subsidiary that is not a Guarantor may (x) liquidate or dissolve if the Borrower or Parent determines in its good faith business judgment that such liquidation or dissolution is in the best interests of the Borrower or Parent and is not materially disadvantageous to the Lenders Lenders, (vi) the Merger may be consummated and (vii) Holdings may merge into or consolidate with the Parent so long as (x) the Parent is the surviving entity and, (y) merge or consolidate with the Parent has pledged 100% of all the Equity Interests of the Cayman Distributor and Wireco WorldGroup Sales (Cayman) Ltd. and any other Person Consolidated Subsidiary to be directly owned by the Parent (other than a Loan Party), provided that any Consolidated Subsidiary organized and/or incorporated under the laws of the European Union or any member state thereof or any other European jurisdiction) (1) a Restricted Subsidiary is after giving effect to the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution).
Appears in 3 contracts
Samples: Loan and Security Agreement (WireCo WorldGroup Poland Holdings Sp. z.o.o.), Loan and Security Agreement (1295728 Alberta ULC), Loan and Security Agreement (1295728 Alberta ULC)
Fundamental Changes. (a) The Holdings and the Borrower will not, and will not permit any Restricted Subsidiary of their respective Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing: , (i) any Restricted Subsidiary of the Borrower or any Subsidiary may merge into with a Loan Party in Person if the Borrower (or such Subsidiary if the Borrower is not a transaction in which party to such Loan Party merger) is the surviving entityPerson; provided that a Subsidiary Loan Party shall be the surviving Person in a merger between a Subsidiary Loan Party and a Subsidiary that is not a Subsidiary Loan Party, (ii) any Guarantor Subsidiary may merge into or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantor; another Subsidiary, provided that if any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall not be permitted unless also permitted by Section 8.04the surviving Person, (iii) any Restricted Subsidiary that is not may sell, transfer, lease, dissolve into or otherwise dispose of all or substantially all of its assets to the Borrower or to a Guarantor Subsidiary Loan Party and (iv) any Subsidiary (other than a Subsidiary Loan Party) may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party)Lenders; provided, provided further, that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution7.4.
Appears in 3 contracts
Samples: Term Loan Agreement (Root, Inc.), Term Loan Agreement (Root Stockholdings, Inc.), Term Loan Agreement (Root, Inc.)
Fundamental Changes. (a) The Borrower Company will not, and nor will not it permit any Restricted Subsidiary of its Material Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (x) that any Subsidiary (other than a Receivables Subsidiary) (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party into, amalgamate or consolidate with Company in a transaction in which such Loan Party Company is the surviving entitycorporation, (ii) any Guarantor may merge into into, amalgamate or consolidate with any Person Credit Party in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person Credit Party, (iii) that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04Credit Party may merge into, (iii) amalgamate or consolidate with any Restricted Subsidiary that is not a Guarantor Credit Party or any Person that becomes a Credit Party simultaneously with or promptly following such merger and (iv) may (x) liquidate or dissolve 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 or (y) merge into, amalgamate or consolidate with any other Person (other than that in accordance with the terms hereof 121 becomes a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person Credit Party in connection with a Permitted Acquisition, ; provided that (x) if the Borrower such Subsidiary is a party Material Subsidiary the surviving entity shall be a Material Subsidiary; provided, further, that if any Person acquired in a Permitted Acquisition is not a Wholly-Owned Domestic Subsidiary, it shall not be required to such transactionbe a Credit Party, the Borrower is the continuing or surviving corporation and (y) if any Subsidiary may merge into, amalgamate or consolidate with Target in connection with the Target Acquisition and (z) any Subsidiary may merge into, amalgamate or consolidate into another Person in connection with the consummation of a Guarantor transaction permitted by Section 8.4. No Unrestricted Entity shall enter into any merger or consolidation into or with Company or any of its Subsidiaries; provided that a Permitted Aerospace JV may merge, amalgamate or consolidate with Company or any Subsidiary in a transaction that is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolutionPermitted Acquisition.
Appears in 3 contracts
Samples: Credit Agreement (Ball Corp), Credit Agreement (Ball Corp), Credit Agreement (Ball Corp)
Fundamental Changes. (a) The Neither Holdings nor the Borrower will, nor will not, and will not they permit any of their Restricted Subsidiary Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: , (i) any Restricted Subsidiary of the Borrower Person may merge into a Loan Party or consolidate with the Borrower in a transaction in which such Loan Party the Borrower is the surviving entityentity or the surviving entity (the “Successor Borrower”) (A) is organized under the laws of the United States of America, (B) expressly assumes the Borrower’s obligations under this Agreement and the other Loan 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 Subsidiary Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to the Collateral Agreement (and, if reasonably requested by the Administrative Agent, each other applicable Security Document) confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement and (D) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement; provided that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement, (ii) any Guarantor Person (other than Holdings and the Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party, (iii) any Restricted Subsidiary other than the Borrower may merge into or consolidate with any Person in a transaction permitted under Section 6.05 in which which, after giving effect to such transaction, the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04Subsidiary, (iiiiv) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), Lenders; provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 8.04; 6.04, and (ivv) the Borrower or any Restricted Subsidiary may merge with any other Person engage in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation dissolution or dissolutionliquidation, the purpose of which is to effect a disposition permitted pursuant to Section 6.05.
Appears in 3 contracts
Samples: Credit Agreement (Vectrus, Inc.), Credit Agreement (Vectrus, Inc.), Credit Agreement (Vectrus, Inc.)
Fundamental Changes. (a) The Borrower will not, and will ------------------- not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party the Borrower in a transaction in which such Loan Party the Borrower is the surviving entitycorporation, (ii) any Guarantor Subsidiary may merge into or consolidate with any Person Restricted Subsidiary in a transaction in which the surviving entity is or becomes a GuarantorRestricted Subsidiary; provided that any such merger or consolidation -------- involving a Person that is not a Restricted wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.046.06, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Restricted Subsidiary, (iv) any Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2v) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person or may sell, transfer, lease or otherwise dispose of its assets in connection with a Permitted Acquisition, transaction in which a Restricted Subsidiary is not the surviving entity or the transferee provided that (x) if such transaction is permitted under Section 6.06 or Section 6.10. Borrower will not, and will not permit any of its Restricted Subsidiaries to, permit any material change in the character of the business of the Borrower is and the Restricted Subsidiaries taken as a party to such transactionwhole, as carried on at the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transactiondate hereof, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 except as may be effectuated permitted pursuant to a merger, consolidation, liquidation or dissolutionthis Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Pure Resources Inc), Credit Agreement (Pure Resources Inc), Credit Agreement (Pure Resources Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided, that, notwithstanding the foregoing provisions of this Section 7.04 but subject to the terms of Sections 6.13 and/or 6.14, (a) The the Borrower will not, and will not permit any Restricted Subsidiary to, may merge into or consolidate with any other Personof its Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (ib) any Restricted Subsidiary of Loan Party other than the Borrower may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity, (ii) any Guarantor may merge into or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (Loan Party other than a Loan Party)the Borrower, provided that (1) a Restricted Subsidiary is the surviving Person and (2c) any such merger or consolidation involving a Person Subsidiary that is not a Restricted Loan Party may be merged or consolidated with or into any Loan Party provided that the continuing or surviving corporation is such Loan Party (or shall be a Person organized under the Laws of the United Sates and shall become a Loan Party hereunder), (d) any Subsidiary immediately prior to such merger shall that is not a Loan Party may be permitted unless also permitted by Section 8.04; merged or consolidated with or into any other Subsidiary that is not a Loan Party, (ive) the Borrower or any Restricted Subsidiary may merge or consolidate with a Target or any other Person Subsidiary of a Target in connection with a Permitted Acquisitionan Investment permitted pursuant to Section 7.03; provided, provided that that, (xi) if the Borrower is a party to such transactionmerger or consolidation, the Borrower shall be the continuing or surviving corporation, and (ii) if a Loan Party other than the Borrower is a party to such merger or consolidation, the continuing or surviving corporation shall be a Loan Party (or shall be a Person organized under the Laws of the United Sates and shall become a Loan Party hereunder), (f) the Borrower and any Subsidiary may engage in a Permitted Transfer, an Investment permitted by Section 7.03 or make a Restricted Payment permitted by Section 7.06 (in each case other than by reference to this Section 7.04 (or any clause hereof)), and (yg) any Subsidiary of the Borrower may be dissolved or liquidated so long as (i) such dissolution or liquidation, as applicable, could not reasonably be expected to have a Material Adverse Effect and (ii) the residual assets of such Subsidiary shall be transferred to its parent company (provided, that, if a Guarantor the transferor thereof is a party to such transactionLoan Party, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may transferee thereof shall be effectuated pursuant to a merger, consolidation, liquidation or dissolutionLoan Party).
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement (Houlihan Lokey, Inc.), Credit Agreement (Houlihan Lokey, Inc.)
Fundamental Changes. Merge, dissolve, liquidate or consolidate with or into another Person, except that so long as no Event of Default exists or would result therefrom, (a) The the Parent Borrower will not, and will not permit any Restricted Subsidiary to, may merge into or consolidate with any of its Subsidiaries (other than the Subsidiary Borrower) provided that the Parent Borrower is the continuing or surviving Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (ib) any Restricted Subsidiary of the Borrower may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity, (ii) any Guarantor may merge into or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), Subsidiary provided that (1i) if the Subsidiary Borrower is a Restricted party thereto then the Subsidiary is Borrower shall be the continuing or surviving Person and (2ii) any such merger or consolidation involving a Person that if the Subsidiary Borrower is not a Restricted Subsidiary immediately prior to such merger party thereto and a Guarantor is a party thereto then a Guarantor shall not be permitted unless also permitted by Section 8.04; the continuing or surviving Person, (ivc) the Parent Borrower or any Restricted Subsidiary may merge or consolidate with any other Person in connection with a Permitted Acquisition, Acquisition provided that (x) if the a Borrower is a party to such transaction, the merger or consolidation then such Borrower is the continuing or surviving corporation Person, (d) any Subsidiary that is not a Guarantor may merge or consolidate with any other Subsidiary that is not a Guarantor and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (ve) any permitted sale Subsidiary may dissolve, liquidate or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidationwind up its affairs at any time provided that such dissolution, liquidation or dissolutionwinding up, as applicable, could not reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Forward Air Corp), Credit Agreement (Forward Air Corp), Credit Agreement (Forward Air Corp)
Fundamental Changes. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the Borrower or any Subsidiary may merge into with a Loan Party in Person if the Borrower (or such Subsidiary if the Borrower is not a transaction in which party to such Loan Party merger) is the surviving entityPerson, (ii) any Guarantor Subsidiary may merge into or consolidate with another Subsidiary; provided, that if any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall not be permitted unless also permitted by the surviving Person or the Subsidiary into whom the Subsidiary Loan Party is merged into must expressly assume all obligations under the Subsidiary Guarantee and become a Subsidiary Loan Party (and deliver to the Administrative Agent all appropriate documents, opinions and certificates referenced in Section 8.045.10), (iii) any Restricted Subsidiary may merge into another Person in order to consummate a Permitted Acquisition; provided, that if any party to such merger is not a Guarantor Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person or the Person into whom the Subsidiary Loan Party is merged into must expressly assume all obligations under the Subsidiary Guarantee and become a Subsidiary Loan Party (and deliver to the Administrative Agent all appropriate documents, opinions and certificates referenced in Section 5.10), (iv) any Subsidiary (other than a Subsidiary Loan Party) may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale Subsidiary Loan Party may liquidate or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation dissolve provided that the assets of such Subsidiary Loan Party are transferred or dissolutionliquidated into the Borrower or any other Subsidiary Loan Party.
Appears in 3 contracts
Samples: Credit Agreement (Harland John H Co), Revolving Credit Agreement (Harland John H Co), Credit Agreement (Harland John H Co)
Fundamental Changes. (a) The Borrower No Loan Party will, nor will not, and will not it permit any of its Restricted Subsidiary Subsidiaries to, amalgamate with, merge into or consolidate with any other Person, or permit any other Person to amalgamate with, merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the Borrower Person (other than a Borrower) may merge or amalgamate into a Loan Party Borrower in a transaction in which such Loan Party Borrower is the surviving entitycorporation, (ii) any Guarantor Person (other than a Borrower) may merge or amalgamate into or consolidate with (A) any Person Loan Party in a transaction in which the surviving entity is a Loan Party or becomes (B) any other Restricted Subsidiary in a Guarantortransaction in which the surviving entity is a Restricted Subsidiary; (iii) any Restricted Subsidiary of the Company may transfer its assets to a Loan Party (other than any member of the Cott Mexican Group unless the transferor is also a member of the Cott Mexican Group) (or if such Subsidiary is a Borrower, then to another Borrower) and may then be liquidated or dissolved; (iv) any Borrower may be merged, amalgamated or consolidated with or into another Borrower; provided that (x) if Cott Beverages is a party to any such merger, amalgamation or consolidation, Cott Beverages is the surviving entity and (y) if the Canadian Borrower merges, amalgamates or consolidates with the UK Borrower, the Canadian Borrower is the surviving entity; (v) any wholly-owned Subsidiary of the Company (other than a Borrower) may merge with or into or amalgamate with any Person acquired in connection with a Permitted Acquisition; provided that (x) the Company and its Restricted Subsidiaries shall comply with Section 5.13 and (y) the surviving Person is a wholly-owned Subsidiary; (vi) any Restricted Subsidiary may merge or amalgamate or combine with any Person pursuant to a disposition permitted by Section 6.05; provided that any such merger or consolidation amalgamation involving a Person that is not a Restricted wholly owned Subsidiary immediately prior to such merger or amalgamation shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution6.04.
Appears in 3 contracts
Samples: Desktop Appraisal (Cott Corp /Cn/), Desktop Appraisal (Cott Corp /Cn/), Credit Agreement (Cott Corp /Cn/)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, notwithstanding the foregoing provisions of this Section 9.4 but subject to the terms of Section 8.12, (a) The the Borrower will not, and will not permit any Restricted Subsidiary to, may merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (i) any Restricted Subsidiary of Subsidiary; provided that the Borrower may merge into a Loan Party in a transaction in which such Loan Party is shall be the continuing or surviving entity, (iib) any Guarantor Domestic Subsidiary may merge into or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person Domestic Subsidiary; provided that if a Credit Party is a party thereto then a Credit Party shall be the continuing or surviving entity or the surviving entity shall become a Credit Party immediately upon the consummation of such transaction, (other than c) any Foreign Subsidiary may merge or consolidate with any Domestic Subsidiary; provided that a Loan PartyDomestic Subsidiary shall be the continuing or surviving entity (and if a Credit Party is a party thereto then a Credit Party shall be the continuing or surviving entity), provided that (1) a Restricted Subsidiary is the surviving Person and (2d) any such merger Foreign Subsidiary may be merged or consolidation involving a consolidated with or into any other Foreign Subsidiary, (e) any Subsidiary may merge with any Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person Credit Party in connection with a Permitted AcquisitionDisposition permitted under Section 9.5 or an Acquisition or Investment permitted pursuant to Section 9.2; provided that, provided that if such transaction (xA) if involves the Borrower is a party to such transactionBorrower, the Borrower is shall be the continuing or surviving corporation and (yB) if involves a Guarantor is Credit Party (other than the Borrower), such Credit Party shall be the continuing or surviving corporation or the surviving entity or shall become a party to Credit Party immediately upon the consummation of such transaction, such Guarantor is the surviving Person; and (vf) any permitted sale Subsidiary may dissolve, liquidate or disposition under Section 8.05 may be effectuated pursuant to wind up its affairs at any time if such Subsidiary (i) is not a merger, consolidationCredit Party or (ii) does not own any assets or engage in any business at the time of such dissolution, liquidation or wind up provided that, in each case, such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Orbital Sciences Corp /De/), Credit Agreement (Orbital Sciences Corp /De/), Credit Agreement (Orbital Sciences Corp /De/)
Fundamental Changes. Except in connection with a Permitted Acquisition, the Borrower shall not, and shall not permit any of its Subsidiaries to, (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except (provided that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: exists (i) any Restricted Wholly-Owned Subsidiary of the Borrower may merge into a Loan Party in a transaction in which such Loan Party the Borrower so long as the Borrower is the surviving entitycompany, (ii) any Guarantor Subsidiary may merge into or consolidate with any Person other Subsidiary in a transaction in which the surviving entity is a Subsidiary and no Person other than the Borrower or becomes a Guarantor; Subsidiary receives any consideration (provided that if any party to any such merger transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (iii) any Subsidiary of the Borrower may merge with another Person in a transaction constituting an Asset Sale permitted hereunder), (b) acquire all or consolidation involving substantially all of the Stock or Stock Equivalents of any Person (other than the acquisition of the Stock or Stock Equivalents of a Person that is a Subsidiary of the Borrower prior to such acquisition, provided that if the acquired Subsidiary is a Loan Party, the acquiring Subsidiary must be either the Borrower or a Wholly-Owned Domestic Subsidiary that will comply with Sections 6.22 and 6.23), (c) acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting what is known by the Borrower to be the business of a division, branch or other unit operation of any Person (other than an Asset Sale permitted by Section 7.04(h)), (d) enter into any joint venture or partnership with any Person that is not a Restricted Loan Party other than any Joint Venture or (e) acquire or create any Subsidiary immediately prior unless, after giving effect to such merger shall not be permitted unless also permitted by Section 8.04acquisition or creation, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (ivi) the Borrower or any Restricted Subsidiary may merge is in compliance with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation Sections 6.22 and 6.23 and (yii) if a Guarantor the Investment in such Subsidiary is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution7.03.
Appears in 3 contracts
Samples: Credit Agreement (Babcock & Wilcox Co), Credit Agreement (Babcock & Wilcox Co), Credit Agreement (McDermott International Inc)
Fundamental Changes. (a) The Prior to the Acquisition Closing Date, the Borrower will not, and will not permit any Restricted Subsidiary, and, after the Acquisition Closing Date, Parent will not, and will not permit any Restricted Subsidiary to, 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, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (i) any Restricted Subsidiary of (other than, following the Borrower Acquisition Closing Date, Holdco and the Borrower) may merge into a or consolidate or amalgamate with the Parent or the Borrower as long as the Parent or the Borrower, as the case may be, is the surviving entity or such surviving Person shall assume the obligations of the Parent or the Borrower hereunder (and if such Subsidiary is an Unrestricted Subsidiary, any Indebtedness of or Lien granted on the assets of such Subsidiary is permitted by Section 6.01 or 6.02), (ii) any Subsidiary (other than, following the Acquisition Closing Date, Holdco and the Borrower) may merge into or consolidate or amalgamate with any Loan Party in a transaction in which (as long as (A) such Loan Party is the surviving entity, (iiB) any Guarantor may merge into or consolidate with any Person in a transaction in which the such surviving entity is or becomes a Guarantor; provided that any Loan Party substantially concurrently with the consummation of such merger transaction and complies with Section 5.11 and Section 5.12, (C) if such Subsidiary is an Unrestricted Subsidiary, and Indebtedness of or consolidation involving a Person that Lien granted on the assets of such Subsidiary is not a Restricted permitted by Section 6.01 or 6.02 and (D) the disposition of such Loan Party would otherwise be permitted under Section 6.05 (other than Section 6.05(l)) or such Loan Party would otherwise be permitted to be to redesignated as an Excluded Subsidiary immediately prior to such merger transaction (and shall not be permitted unless also permitted by Section 8.04deemed to be so disposed or redesignated), (iii) any Restricted Subsidiary that is not a Guarantor Loan Party may merge into or consolidate or amalgamate with (xA) liquidate or dissolve if the Borrower determines in good faith any other Restricted Subsidiary that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders a Loan Party or (yB) merge any Loan Party, (iv) the Borrower, Parent or consolidate with any other Person Restricted Subsidiary may consummate any Investment permitted by Section 6.04 (other than Section 6.04(aa)) (whether through a Loan Partymerger, consolidation, amalgamation or otherwise), provided that (1A) a Restricted Subsidiary is the surviving Person entity shall be subject to the requirements of Section 5.11 and Section 5.12 (to the extent applicable) and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (xB) if the Parent, Holdco or the Borrower is a party to such transaction, the Borrower is Parent, Holdco or the continuing or surviving corporation and (y) if a Guarantor is a party to such transactionBorrower, such Guarantor is as the case may be, shall be the surviving Person; and entity or such surviving Person shall assume the obligations of the Parent, Holdco or the Borrower, as the case may be, hereunder, (v) any Restricted Subsidiary (other than, following the Acquisition Date, Holdco or the Borrower) may consummate any sale, transfer or other disposition permitted sale or disposition under Section 8.05 may be effectuated pursuant to Section 6.05 (other than Section 6.05(l)) (whether through a merger, consolidation, liquidation amalgamation or dissolutionotherwise), provided that the surviving entity shall be subject to the requirements of Section 5.11 and Section 5.12 (to the extent applicable), (vi) the Parent and the Restricted Subsidiaries may effect the Permitted Tax Restructuring; provided that the Borrower shall remain an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (vii) any Person may merge into, consolidate or amalgamate with the Borrower, the Miami Borrower or any of their Subsidiaries in connection with the Transactions and (viii) in each of the preceding clauses (i), (ii) or (iv) of this Section 6.03(a), in the case of any merger, consolidation or amalgamation involving the Parent, Holdco or the Borrower, if the Person surviving such merger, consolidation or amalgamation is not the Parent, Holdco or the Borrower (any such Person, the “Successor Company”), no Default and Event of Default shall have occurred and be continuing and (A) in the case of a merger, consolidation or amalgamation involving the Borrower, the Successor Company shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) in the case of a merger, consolidation or amalgamation involving the Parent or Holdco, the Successor Company shall be an entity organized or existing under the laws of the United States or the United Kingdom (unless otherwise agreed to by the Administrative Agent) and the security interests of the Collateral Agent in the Collateral shall not be materially impaired, (C) the Successor Company shall expressly assume all the obligations of the Parent, Holdco or the Borrower, as applicable, under this Agreement and the other Loan Documents to which the Parent, Holdco or the Borrower is a party, (D) each Guarantor of the Obligations of the Borrower, unless it is the other party to such merger, consolidation or amalgamation, shall have confirmed that its Guaranty shall apply to the Successor Company’s obligations under the Loan Documents, (E) each Guarantor of the Obligations of the Borrower, unless it is the other party to such merger, consolidation or amalgamation, shall have by a supplement to applicable Security Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (F) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guaranty as reaffirmed pursuant to clause (C) and (F) the Successor Company shall have delivered to the Administrative Agent an officer’s certificate stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents; provided, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Parent, Holdco or the Borrower, as the case may be, under this Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Seattle SpinCo, Inc.), Credit Agreement (Micro Focus International PLC), Credit Agreement (Micro Focus International PLC)
Fundamental Changes. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole (whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party any other Person in a transaction in which such Loan Party the Borrower is the surviving entitycorporation, (ii) any Guarantor Subsidiary may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation, (iii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iv) any Subsidiary may merge into any other Person in a transaction in which the surviving entity is a Subsidiary or becomes in a Guarantor; provided that any such merger or consolidation involving a transaction permitted by Section 6.09 and in which the surviving Person that is not a Restricted Subsidiary, (v) any Subsidiary immediately prior may sell, transfer, lease or otherwise dispose of its assets to such merger shall the Borrower or to another Subsidiary or in a transaction not be permitted unless also constituting all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole and which is permitted by Section 8.046.08, (iiivi) Acquisition Sub may consummate the Merger, (vii) subject to Section 10.01, the Borrower and its Subsidiaries may consummate the Reorganization and (viii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), Lenders; provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution6.04.
Appears in 3 contracts
Samples: Credit Agreement (Delhaize America Inc), Credit Agreement (Delhaize America Inc), Credit Agreement (Delhaize America Inc)
Fundamental Changes. (a) The Borrower No Loan Party will, or will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with itit or any such Subsidiary, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing: continuing or would arise therefrom, (i) any Restricted Subsidiary of the Borrower Loan Party may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity, (ii) any Guarantor may merge into or consolidate with any Person or into the Borrower in a transaction in which the Borrower is the surviving entity corporation, (ii) any Subsidiary may merge or consolidate with or into any other Subsidiary that is a Facility Guarantor in a transaction in which a Facility Guarantor Subsidiary is the Surviving Person, (iii) any Foreign Subsidiary may merge or becomes consolidate with or into any other Foreign Subsidiary, (iv) any Subsidiary of Borrower which is a Facility Guarantor may merge or consolidate with or into any other Subsidiary of Borrower which is a Facility Guarantor, (v) liquidations and dissolutions of Subsidiaries shall be permitted if (x) the Borrower determines in good faith that any such liquidation or dissolution is in the best interests of the Borrower and not materially disadvantageous to the Lenders and (y) to the extent such Subsidiary is a Loan Party, any assets, or business not otherwise disposed of in accordance with Section 6.04 or 6.05, or in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, another Loan Party after giving effect to such liquidation or dissolution and payment of liabilities of such Subsidiary, and (vi) Permitted Acquisitions and asset dispositions permitted pursuant to Section 6.05 hereof may be consummated in the form of a merger, as long as, in the event of a Permitted Acquisition, a Loan Party is the surviving Person; provided that any such merger or consolidation in connection with a Permitted Acquisition involving a Person that is not a Restricted wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution6.04.
Appears in 3 contracts
Samples: Credit Agreement (American Apparel, Inc), Credit Agreement (American Apparel, Inc), Credit Agreement (American Apparel, Inc)
Fundamental Changes. (a) The Without limiting the restrictions on Business Acquisitions set forth in Section 6.04, the Borrower will not, and will not permit any Restricted Subsidiary Loan Party to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (in the case of clause (iii) below) no Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of Person may merge or consolidate into the Borrower in a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Collateral, (ii) any Person may merge into or consolidate with a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving entity, (ii) any Guarantor may merge into Person or consolidate with any Person in a transaction in which the surviving entity Person is or becomes a Guarantor; provided that any promptly following such merger or consolidation becomes a Subsidiary Loan Party, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders, provided that at the time of such liquidation or dissolution, no assets of such Subsidiary Loan Party shall be included in the determination of the ABL Borrowing Base Amount or the FILO Borrowing Base Amount, (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a Restricted wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 8.04, 6.04 and (iiiB) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03, to the Lenders or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolutionextent applicable.
Appears in 3 contracts
Samples: Credit Agreement (Rite Aid Corp), Credit Agreement (Rite Aid Corp), Credit Agreement (Rite Aid Corp)
Fundamental Changes. (a) The Parent Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party the Parent Borrower in a transaction in which such Loan Party the Parent Borrower is the surviving entitycorporation, (ii) any Guarantor Subsidiary (other than a Foreign Borrower or a Foreign Subsidiary Guarantor) may merge into or consolidate with any Person Subsidiary Loan Party in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04Loan Party, (iii) any Restricted Foreign Subsidiary may merge into any other Foreign Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Foreign Borrower) a Foreign Borrower or (if any such party to such merger is a Foreign Subsidiary Guarantor and no party to such merger is a Foreign Borrower) a Foreign Subsidiary Guarantor, (iv) any Subsidiary (other than a Foreign Borrower) may merge into any other Person that is not becomes a Guarantor Subsidiary Loan Party in connection with a Permitted Acquisition and (v) any Subsidiary (other than a Subsidiary Loan Party, a Foreign Borrower or a Foreign Subsidiary Guarantor) may (x) liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders or (y) merge or consolidate with any other Person (other than a Loan Party)Lenders, provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution6.04.
Appears in 3 contracts
Samples: Credit Agreement (Knowles Electronics LLC), Credit Agreement (Knowles Electronics LLC), Credit Agreement (Knowles Electronics LLC)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) The any Loan Party may merge or consolidate with any other Loan Party, provided that, if such transaction involves the Borrower, the Borrower will notis the surviving entity, (b) any Subsidiary that is not a Loan Party may merge or consolidate with any Loan Party or with any other Wholly Owned Subsidiary that is not a Loan Party, provided that, if such transaction involves a Loan Party, the surviving Person shall be or become a Loan Party, (c) any Loan Party may merge with any Person that is not a Loan Party or Dispose of all or substantially all of its assets in connection with a Disposition permitted under Section 8.05, (d) any Loan Party or any Subsidiary may merge with any Person that is not a Loan Party in connection with a Permitted Acquisition provided that, if such transaction involves the Borrower or Guarantor, the Borrower or Guarantor, as applicable, shall be the continuing or surviving entity, (e) any Loan Party may Dispose of all or substantially all of its assets (upon dissolution, liquidation or winding up its affairs or otherwise in accordance with the terms hereof) to the Borrower or to another Loan Party, (f) any Subsidiary that is not a Loan Party may Dispose of all or substantially all its assets (upon dissolution, liquidation or winding up its affairs or otherwise in accordance with the terms hereof) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party, or (g) so long as no Event of Default has occurred and will not permit is continuing or would result therefrom, any Restricted Subsidiary to, of the Borrower may merge into or consolidate with any other Person, Person or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity, (ii) any Guarantor may merge into or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior it pursuant to such merger shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Providence Service Corp), Credit and Guaranty Agreement (Providence Service Corp)
Fundamental Changes. (a) The Borrower Loan Parties will not, and will not permit any Restricted Subsidiary of their Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of the assets of the REIT Guarantor and its Subsidiaries, taken as a whole (in each case, whether now owned or hereafter acquired) (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing: , (ia) the REIT Guarantor may merge or consolidate with any Restricted Subsidiary of (other than the Borrower) if the REIT Guarantor is the surviving Person; (b) the Borrower may merge into or consolidate with any Subsidiary if the Borrower is the surviving Person; (c) any Subsidiary may merge or consolidate with any other Subsidiary, provided that if any Subsidiary party to such merger or consolidation is a Loan Party in Party, then either a transaction in which such Loan Party is the surviving entity, Person or the surviving Person immediately becomes a Loan Party; (iid) any Guarantor Subsidiary may merge into sell, transfer, lease or consolidate with any Person in a transaction in which otherwise dispose of all or substantially all of its assets to the surviving entity is Borrower or becomes a Guarantorto another Subsidiary; provided that any such merger if the transferor Subsidiary is a Loan Party, then the transferee must be the Borrower or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04, Loan Party; (iiie) any Restricted Subsidiary that is not (other than a Guarantor Loan Party) may (x) liquidate or dissolve 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 or Lenders; (yf) any Subsidiary may merge or consolidate in connection with the consummation of any Acquisition or other Person (other than Investment permitted by Section 7.4 or a Disposition permitted by Section 7.6; provided that if such Subsidiary is a Loan Party), provided that (1) then, unless such merger or consolidation is in connection with a Restricted Subsidiary permitted Disposition, either a Loan Party is the surviving Person or the surviving Person immediately becomes a Loan Party and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (ivg) the REIT Guarantor, Borrower or any Restricted Subsidiary may merge with make any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing Investment or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any Disposition otherwise permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger7.4 or Section 7.6, consolidation, liquidation or dissolutionas applicable.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (CareTrust REIT, Inc.), Credit and Guaranty Agreement (CareTrust REIT, Inc.)
Fundamental Changes. (a) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, dissolve except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuingexists: (ia) any Restricted Subsidiary of the Borrower may merge into a Loan Party Borrower in a transaction in which such Loan Party Borrower is the surviving entity, (iib) any Guarantor Loan Party (other than a Borrower) may merge into or consolidate with any Person other Loan Party in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04Loan Party, (iiic) any Restricted Borrower may merge into any other Borrower in a transaction in which the surviving entity is a Borrower, so long as such surviving entity assumes all obligations of such Borrower under the Loan Documents and all of the other Secured Obligations, (d) any Non-Loan Party may merge into any other Subsidiary that is not a Guarantor Loan Party in which the surviving entity is a Loan Party, (e) any Subsidiary may (x) liquidate or dissolve if the CSW Borrower determines in good faith that such liquidation or dissolution is in the best interests of the CSW Borrower and is not materially disadvantageous to the Lenders or and, if such Subsidiary is a Loan Party, its assets are transferred to a Loan Party, (yf) any Loan Party and any Subsidiary may merge or consolidate with any other Person acquired pursuant to an acquisition permitted under Section 6.04(l) as long (other than a i) as such Loan Party), provided that (1) a Restricted Party or such Subsidiary is the surviving entity or (ii) the Person so acquired becomes a Loan Party in accordance with the provisions of this Agreement and (2) the other Loan Documents, including, without limitation, Section 5.12 hereof; provided that any such merger or consolidation involving a Person that is not a Restricted wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; 6.04 and (ivg) the Borrower or any Restricted Subsidiary may merge with any other Person similar intercompany transaction consented to in connection with advance by the Administrative Agent that is not materially adverse to the Lenders (from the perspective of a Permitted Acquisitionsecured lender). No Loan Party will, provided nor will it permit any Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by the Loan Parties and the Subsidiaries on the date of execution of this Agreement and businesses that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolutionare reasonably related thereto.
Appears in 2 contracts
Samples: Credit Agreement (CSW Industrials, Inc.), Credit Agreement (CSW Industrials, Inc.)
Fundamental Changes. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: , (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party the Borrower in a transaction in which such Loan Party the Borrower is the surviving entitycorporation, (ii) any Guarantor Subsidiary may merge into or consolidate with any Person Loan Party in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04Loan Party, (iii) any Restricted Subsidiary that is not a Guarantor Loan Party may (x) merge into the Borrower or any of its Subsidiaries or liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), Lenders; provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; 6.04 and (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (xi) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation Person and (yii) if a Guarantor Loan Party is a party to such transaction, such Guarantor Loan Party is the surviving Person; and (v) . Notwithstanding the foregoing provisions of this Section 6.03, if after giving effect to any permitted sale or disposition under Section 8.05 of the succeeding transactions, no Default will exist hereunder, any Subsidiary of the Borrower may be effectuated pursuant to a mergermerged or consolidated with or into any other Subsidiary; provided that when any Restricted Subsidiary is merging or consolidating with or into an Unrestricted Subsidiary and the Restricted Subsidiary is not the continuing or surviving Person, consolidation, liquidation or dissolutionthe Borrower shall have complied with the requirements of Section 5.10.
Appears in 2 contracts
Samples: Credit Agreement (Dean Foods Co), Credit Agreement (Dean Foods Co)
Fundamental Changes. Merge, amalgamate, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (i) any Restricted Subsidiary of the Borrower PRA may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity, (ii) any Guarantor may merge into or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), of its Subsidiaries provided that PRA shall be the continuing or surviving corporation, (1b) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (ivi) the Designated Borrower or any Restricted Subsidiary may merge or consolidate with any other Person in connection with a Permitted Acquisition, of its Foreign Subsidiaries provided that (x) if the Designated Borrower is a party to such transaction, the Borrower is shall be the continuing or surviving corporation and (yii) the Canadian Borrower may amalgamate or consolidate with any of its Foreign Subsidiaries provided that the Canadian Borrower shall be the continuing or surviving corporation, (c) any Loan Party other than a Borrower or a Canadian Guarantor may merge or consolidate with any other Loan Party other than a Borrower or Canadian Guarantor, (d) any Foreign Subsidiary (other than the Designated Borrower, the Canadian Borrower or a Canadian Guarantor) may be merged, amalgamated or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, (e) any Foreign Subsidiary may be merged, amalgamated or consolidated with or into any other Foreign Subsidiary; provided, that, (i) if the Designated Borrower is involved in such transaction, the Designated Borrower must be the continuing or surviving corporation, (ii) if the Canadian Borrower is involved in such transaction, the Canadian Borrower must be the continuing or surviving corporation and (iii) if a Canadian Guarantor is a party to involved in such transaction, another Canadian Guarantor or the Canadian Borrower must be the continuing or surviving corporation, (f) any Loan Party or any Subsidiary may make dispositions of property not prohibited by Section 8.05, (g) any Loan Party or any Subsidiary may enter into any Permitted Acquisition, (h) any immaterial Subsidiary may be dissolved, wound up or liquidated; provided that the assets of such immaterial Subsidiary are transferred to a Loan Party prior to any such dissolution, wind up or liquidation; provided, that, (i) if the immaterial Subsidiary is a Domestic Subsidiary, PRA or a Subsidiary Guarantor is must be the surviving Person; transferee and (vii) if the immaterial Subsidiary is a Canadian Guarantor, the Canadian Borrower or a Canadian Guarantor must be the transferee and (i) any Subsidiary may Dispose of all or substantially all of its assets (whether as a contribution to capital, dividend, upon voluntary liquidation or otherwise) to PRA or to a Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then the transferee must either be PRA or another Loan Party (other than the Designated Borrower, the Canadian Borrower or a Canadian Guarantor) unless the transaction is otherwise permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution8.05.
Appears in 2 contracts
Samples: Credit Agreement (Pra Group Inc), Credit Agreement (Pra Group Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate or amalgamate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division); provided that, notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of the Additional Guarantor Provisions and the Additional Collateral Requirements, (a) The Borrower will notthe Company may merge or consolidate with any of its Restricted Subsidiaries; provided that the Company shall be the continuing or surviving Person, and will not permit (b) any Restricted Subsidiary to, Domestic Loan Party other than the Company may merge into or consolidate with any other Domestic Loan Party other than the Company, (c) any Foreign Subsidiary that is a Restricted Subsidiary which is not a corporation incorporated under the Laws of Canada or a province or territory thereof may be merged or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving Person, (d) any Foreign Subsidiary that is a Restricted Subsidiary which is not a corporation incorporated under the Laws of Canada or permit a province or territory thereof may be merged or consolidated with or into any other Foreign Subsidiary that is a Restricted Subsidiary; provided that if any such Person to merge into is a Designated Borrower, a Designated Borrower shall be the continuing or consolidate with itsurviving Person, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (ie) any Restricted Subsidiary of the Borrower Company may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity, (ii) any Guarantor may merge into or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Loan Party in connection with a Disposition permitted under Section 8.05 or a Permitted Acquisition; provided that, if such transaction involves any Designated Borrower, such Designated Borrower, as applicable, shall be the continuing or surviving Person, (f) any Wholly Owned Subsidiary of the Company that is a Restricted Subsidiary immediately prior (other than any Designated Borrower) may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to such merger shall not be permitted unless also permitted by Section 8.04have a Material Adverse Effect, (iiig) any Restricted Foreign Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary (except a Designated Borrower) which is a corporation incorporated under the surviving Person Laws of Canada or a province or territory thereof may amalgamate with another Loan Party; provided that the corporation resulting from such amalgamation assumes by operation of law all obligations of such Loan Party and provides confirmation of such assumption of obligations as is reasonably required by the Administrative Agent, and (2h) any such merger or consolidation involving a Person Foreign Subsidiary that is not a Restricted Subsidiary immediately prior which is a corporation incorporated under the Laws of Canada or a province or territory thereof may amalgamate with another Foreign Subsidiary that is a Restricted Subsidiary; provided that if any such Person is a Designated Borrower, the corporation resulting from such amalgamation assumes by operation of law all obligations of such Designated Borrower and provides confirmation of such assumption to such merger shall not be permitted unless also permitted the obligations as is reasonably required by Section 8.04; (iv) the Borrower or Administrative Agent. Notwithstanding the foregoing, the Company and/or any Restricted Subsidiary may merge with any other Person in connection with effect transactions not otherwise permitted under this Section 8.04 as part of a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolutionRestructuring.
Appears in 2 contracts
Samples: Credit Agreement (Fti Consulting, Inc), Credit Agreement (Fti Consulting Inc)
Fundamental Changes. (a) The No Borrower will not, and nor will not permit any Restricted Subsidiary of its Subsidiaries to, merge into into, amalgamate or consolidate with any other Person, or permit any other Person to merge into into, amalgamate or consolidate with it, or liquidate liquidate, wind-up or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: , the Company may amalgamate with or merge with any Person in a transaction where the Company is the surviving corporation and any Subsidiary (iother than a Receivables Subsidiary, Insurance Subsidiary or Timber SPV) any Restricted Subsidiary of the Borrower (a) may amalgamate with or merge into a Loan Party the Company in a transaction in which such Loan Party the Company is the surviving entitycorporation, (iib) any Guarantor may amalgamate with or merge into or consolidate with any Person Loan Party in a transaction in which the surviving entity is a Loan Party or that becomes a GuarantorLoan Party simultaneously with such merger in connection with a Permitted Acquisition and pursuant to which such surviving Loan Party assumes all of the Obligations of the Person so amalgamated or merged, (c) that is not a Loan Party may amalgamate with or merge into any Subsidiary that is not a Loan Party or any Person that becomes a Loan Party or a Subsidiary simultaneously with such merger, (d) may merge into any other Person that becomes a Loan Party in connection with a Permitted Acquisition, and (e) may liquidate, wind-up or dissolve if the Company determines in good faith that such liquidation, winding-up or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that (i) any such amalgamation or merger or consolidation involving a Person that is not a Restricted Controlled Subsidiary immediately prior to such amalgamation or merger shall not be permitted unless also permitted by Section 8.04, 7.07 and (iiiii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests none of the Borrower foregoing shall prevent or otherwise restrict the Company and is not materially disadvantageous to its Subsidiaries from consummating the Lenders or (y) merge or consolidate Project Peach Acquisition on the Restatement Effective Date in accordance with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is applicable Law and the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolutionProject Peach Acquisition Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Greif, Inc), Credit Agreement (Greif Inc)
Fundamental Changes. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party the Borrower in a transaction in which such Loan Party the Borrower is the surviving entitycorporation, (ii) any Guarantor Loan Party (other than the Borrower) may merge into or consolidate with any Person Loan Party in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04Loan Party, (iii) any Restricted Subsidiary that is not a Guarantor Loan Party may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), Lenders; provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; 6.04 and (iv) the Borrower and its Subsidiaries may consummate Permitted Acquisitions. Notwithstanding the foregoing provisions of this Section 6.03, if after giving effect to any of the succeeding transactions, no Default or Event of Default will exist hereunder, any Subsidiary of the Borrower may be merged or consolidated with or into any other Subsidiary; provided that when any Restricted Subsidiary may merge is merging or consolidating with any other Person in connection with a Permitted Acquisition, provided that (x) if or into an Unrestricted Subsidiary and the Borrower Restricted Subsidiary is a party to such transaction, the Borrower is not the continuing or surviving corporation and (y) if a Guarantor is a party to such transactionPerson, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Borrower shall have complied with the requirements of Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution5.10(e).
Appears in 2 contracts
Samples: Credit Agreement (Dean Foods Co), Credit Agreement (Dean Foods Co)
Fundamental Changes. (a) The Borrower will notCombine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions; except, (i) any wholly-owned Subsidiary of any Obligor (other than any Borrower) may merge with and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Personwholly-owned Subsidiary of any Obligor (other than any Borrower), or permit (ii) any other Person to Borrower may merge with and into or consolidate with itany other Borrower and any Guarantor may merge with and into or consolidate with a Borrower or any other Guarantor; provided that in any merger involving a Borrower and a Guarantor, such Borrower shall be the continuing or liquidate surviving Person, (iii) mergers or dissolveconsolidations of any Person with or into Borrower or any Subsidiary if the acquisition of the Equity Interest in such Person by Borrower or such Subsidiary would have been permitted pursuant to Section 10.2.5 (so long as (x) in the case of a merger or consolidation involving a Borrower, except thata Borrower shall be the continuing or surviving Person, (y) if at a Subsidiary is not the time thereof surviving or continuing Person, the surviving Person becomes a Subsidiary and immediately after giving effect thereto complies with the provisions of Section 10.1.9 and there is compliance with all financial covenants in Section 10.3 on a Pro Forma Basis, and (z) no Event of Default shall have occurred and be continuing: continuing after giving effect thereto), (iv) mergers, combinations, or consolidations of any Subsidiary with any Person to consummate a Permitted Asset Disposition with respect to the Equity Interests of such Subsidiary concurrently with such consummation, (v) mergers, combinations, or consolidations of any Subsidiary with any Person to consummate a Permitted Asset Disposition with respect to the Equity Interests of such Subsidiary concurrently with such consummation, or (vi) any CFC or CFC Holding Company that is not an Obligor may merge into any CFC or CFC Holding Company that is not an Obligor, (b) for any Obligor, without providing thirty (30) days’ prior written notice to Agent of the same, change its (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party in a transaction in which such Loan Party is the surviving entitytax, charter or other organizational identification number, (ii) any Guarantor may merge into name, or consolidate with any Person in a transaction in which the surviving entity is (iii) form or becomes a Guarantorstate of organization; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger at all times each Obligor shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is maintain its state of organization in the best interests of the Borrower and is not materially disadvantageous to the Lenders or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolutionUnited States.
Appears in 2 contracts
Samples: First Lien Loan and Security Agreement (Duckhorn Portfolio, Inc.), First Lien Loan and Security Agreement (Duckhorn Portfolio, Inc.)
Fundamental Changes. (a) The Borrower Company will not, not and will not permit any Restricted Subsidiary of its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: continuing any Subsidiary (iother than a Receivables Subsidiary) any Restricted Subsidiary of the Borrower Company (a) may merge into a Loan Party Company in a transaction in which such Loan Party Company is the surviving entitycorporation, (iib) any Guarantor may merge into or consolidate with any Person Credit Party in a transaction in which the surviving entity is or a Credit Party, (c) that is not a Credit Party may merge into any Subsidiary that is not a Credit Party, (d) may merge into any other Person that becomes a GuarantorCredit Party in connection with a Permitted Acquisition, (e) may liquidate or dissolve if Company determines in good faith that such liquidation or dissolution is in the best interests of Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a Restricted Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.048.7, and (f) may merge with another Person in connection with an Asset Disposition permitted under Section 8.4. No Permitted MTBE Joint Venture may merge or consolidate with Company or any of its Subsidiaries except in a transaction that is a Permitted Acquisition. Notwithstanding the foregoing, at any time that no Unmatured Event of Default or Event of Default exists, upon not less than thirty (30) days’ prior written notice to Administrative Agent and Collateral Agent, Company may merge with and into a newly formed Wholly-Owned Subsidiary of Holdings GP (“NewCo”) that is organized in the State of Delaware or the State of Texas solely for purposes of reforming Company as a limited liability company or corporation; provided, that on or before the date of such merger, Company delivers the following documents to Administrative Agent, each of which shall be in form and substance acceptable to Administrative Agent and Collateral Agent: (i) an assumption agreement pursuant to which NewCo assumes the obligations of Company under this Agreement and the other Loan Documents to which Company is party, (ii) such financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate to continue the security interest of the Collateral Agent for the benefit of the Secured Creditors a Lien (subject only to Permitted Liens and perfected to the extent required by the Security Documents) in the Collateral owned by Company and NewCo, (iii) such modifications to any Restricted Subsidiary that is not a Guarantor Mortgages and Mortgage Policies as may (x) liquidate or dissolve 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 be required by Collateral Agent with respect to the Lenders or (y) merge or consolidate with any other Person (other than a Loan Party)Mortgaged Properties owned by Company, provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge an opinion of counsel to Company with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party respect to such transactionmatters as Administrative Agent or Collateral Agent may request, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale the documents that would have been required to have been delivered by NewCo on the date hereof had NewCo been the borrower hereunder on such date under Sections 5.2, 5.3(a) - (c), and (e)(ii) and (vi) such other documentation as Administrative Agent or disposition under Section 8.05 Collateral Agent may be effectuated pursuant to a merger, consolidation, liquidation or dissolutionrequest.
Appears in 2 contracts
Samples: Security Agreement (Texas Petrochemicals Inc.), Term Loan Agreement (Texas Petrochemicals Inc.)
Fundamental Changes. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (a) (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity, (iiA) any Guarantor Person may merge into merge, amalgamate or consolidate with any Person or into the Borrower in a transaction in which the Borrower is the surviving entity is or becomes a Guarantor; provided that (B) if the Person formed by or surviving any such merger or consolidation involving is not the Borrower (any such Person, which shall not be an operating company, and shall not hold any Equity Interests directly or indirectly in any operating company, the “Successor Borrower”), including, in each case, pursuant to a Delaware LLC Division, (v) no Event of Default shall exist or result therefrom, (w) the Successor Borrower shall deliver to the Administrative Agent all information as may be reasonably requested by the Administrative Agent to satisfy any applicable “know your customer” requirements, (x) the Borrower shall be an entity organized or existing under the law of the United States, any state thereof or the District of Columbia, (y) the Successor Borrower shall expressly assume the Obligations of the Borrower in a manner reasonably satisfactory to the Administrative Agent and (z) except as the Administrative Agent may otherwise agree, each Guarantor, unless it is the other party to such merger or consolidation, shall have executed and delivered a customary reaffirmation agreement with respect to its obligations under the Loan Documents; it being understood and agreed that if the foregoing conditions under clauses (w) through (z) are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement and the other Loan Documents, (ii) any Restricted Subsidiary may effect a merger, amalgamation, dissolution, winding up, liquidation, or consolidation into any Person in order to consummate an Investment or asset Disposition permitted by Section 7.02 or Section 7.05, respectively; provided that when any Restricted Subsidiary that is a Loan Party is merging with a Person that is not a Restricted Subsidiary immediately prior Loan Party, to the extent such merger other Person is required to become a Guarantor, it shall not deliver all information as may be permitted unless also permitted reasonably requested by Section 8.04the Administrative Agent to satisfy any applicable “know your customer” requirements, and (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge merge, amalgamate or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) into the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, Subsidiary; provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) when any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution.Restricted Subsidiary 155
Appears in 2 contracts
Samples: Credit Agreement (Dun & Bradstreet Holdings, Inc.), Credit Agreement (Dun & Bradstreet Holdings, Inc.)
Fundamental Changes. (a) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvedissolve (including, in each case, pursuant to a division as set forth in Section 1.07), except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary of the Borrower may merge into the Borrower or any Loan Party that is a Subsidiary of the Borrower in a transaction in which the surviving entity is a Loan Party, (iii) any Person may merge into or consolidate with any Loan Party or any of its Subsidiaries in a transaction so long as, in the case of a merger or consolidation involving any Loan Party or Material Foreign Subsidiary, any such Loan Party or Material Foreign Subsidiary party to such merger or consolidation is the surviving entity, (iiiv) any Guarantor Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Restricted Subsidiary, (v) any Restricted Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Restricted Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party and is not materially disadvantageous to the Lenders, (vi) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person in a transaction permitted under Section 6.05 in which which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary and (vii) any Restricted Subsidiary may liquidate or becomes dissolve if in connection with such liquidation or dissolution, substantially all the assets of such Restricted Subsidiary are transferred to a GuarantorLoan Party (to the extent such Restricted Subsidiary being liquidated or dissolved is a Loan Party); provided provided, that any such merger or consolidation involving a Person that is not a Restricted wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.046.04 (if applicable). Notwithstanding anything to the contrary in the foregoing, (iii) each Loan Party and each of its Restricted Subsidiaries shall be permitted to enter into an agreement to effect any Restricted Subsidiary transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a Guarantor may future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) Payment in Full; provided, further, that such agreement shall (x) liquidate not contain any provision imposing fees or dissolve if damages on any Loan Party or its Subsidiary for failure to meet 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 or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if a Guarantor is a party to the conditions described in the preceding proviso have not been satisfied by such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolutiontime.
Appears in 2 contracts
Samples: Credit Agreement (Datto Holding Corp.), Credit Agreement (Jamf Holding Corp.)
Fundamental Changes. (a) The Borrower Holdings will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired and including, in each case, pursuant to a Delaware LLC Division) or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except thatthat (i) any Inactive Subsidiary may (A) liquidate into its immediate parent company or dissolve, (B) merge into any other Inactive Subsidiary or (C) merge into the Sponsor or any other Restricted Subsidiary that is a Credit Party; provided that the Sponsor or such Restricted Subsidiary that is a Credit Party is the survivor of such merger, and (ii) if at the time thereof and immediately after giving effect thereto thereto, no Default Credit Event shall have occurred and be continuing: continuing (iA) the Sponsor or any Restricted Subsidiary may merge with a Person (other than Holdings); provided, that (x) if the Sponsor is a party to such merger, the Sponsor shall be the surviving Person and (y) if the Sponsor is not a party to such merger, such Restricted Subsidiary or, in connection with a Permitted Acquisition, such Person if upon such merger such Person becomes a Restricted Subsidiary, is the surviving Person, (B) any Restricted Subsidiary of the Borrower may merge into another Restricted Subsidiary or the Sponsor; provided, however, that if the Sponsor is a Loan Party in a transaction in which party to such Loan Party is merger, the Sponsor shall be the surviving entityPerson; provided, further, that if any Restricted Subsidiary to such merger is a Guarantor, the Guarantor shall be the surviving Person, (iiC) any Guarantor Restricted Subsidiary may merge into sell, transfer, lease or consolidate with any Person in a transaction in which otherwise dispose of all or substantially all of its assets to the surviving entity is Sponsor or becomes to a Guarantor, and (D) any other Restricted Subsidiary may liquidate or dissolve if the Sponsor determines in good faith that such liquidation or dissolution is in the best interests of the Sponsor, is not materially disadvantageous to the Participants, and such Restricted Subsidiary dissolves into another Guarantor or the Sponsor; provided provided, that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution8.4.
Appears in 2 contracts
Samples: Loan Facility Agreement and Guaranty (Aaron's Company, Inc.), Loan Facility Agreement and Guaranty (Aaron's Company, Inc.)
Fundamental Changes. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the Capital Stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, (i) that if at the time thereof and immediately after giving effect thereto thereto, no Event of Default shall have occurred and be continuing: (i) continuing or would result therefrom, the Borrower or any Restricted Subsidiary of may merge with or consolidated with a Person if the surviving Person is (x) the Borrower may merge into or (y) if the Borrower is not a Loan Party in party to such merger, is (or will become simultaneously with such merger) a transaction in which such Loan Party is the surviving entityRestricted Subsidiary, (ii) any Guarantor Restricted Subsidiary may merge into or consolidate consolidated with another Restricted Subsidiary; provided, that if any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior party to such merger is a Loan Party, the surviving Person shall not be permitted unless also permitted by Section 8.04(or shall become simultaneously with such merger) a Loan Party, (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise Dispose of all or substantially all of its assets to the Borrower or to another Restricted Subsidiary; provided that if the Restricted Subsidiary Disposing of such assets is not a Guarantor may Loan Party, then either (x) the Restricted Subsidiary to which such assets are transferred shall be (or shall become simultaneously with such transfer) a Loan Party or (y) the Investment resulting from such Disposition is permitted under Section 7.6, (iv) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and and, in the case of a Restricted Subsidiary that is a Loan Party, is not materially disadvantageous to the Lenders or Lenders, (yv) merge or consolidate with any other Person (other than a Loan Party), provided that (1) the Capital Stock of a Restricted Subsidiary may be sold so long as such sale is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by under Section 8.047.6; (ivvi) EVO Payment Systems, LLC may dissolve, (vii) the Borrower or any and the Restricted Subsidiary Subsidiaries may merge with any other Person in connection with a Permitted Acquisition, provided that consummate the Sterling Acquisition and the related transactions contemplated by the Sterling Purchase Agreement (xand documents related thereto) if and (viii) the Borrower is a party and the Restricted Subsidiaries may take such action necessary to such transaction, the Borrower is the continuing or surviving corporation and consummate (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (vA) any permitted sale acquisition or disposition under Section 8.05 may be effectuated pursuant to a mergerother permitted Investment, consolidationincluding any Investments made with the Available Additional Basket or the Available Equity Basket, liquidation or dissolution(B) any Permitted Reorganization and (C) any IPO Reorganization Transaction.
Appears in 2 contracts
Samples: First Lien Credit Agreement (EVO Payments, Inc.), Second Lien Credit Agreement (EVO Payments, Inc.)
Fundamental Changes. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the Borrower or any Subsidiary may merge into with a Loan Party in a transaction in which such Loan Party Person if (x) the Borrower is the surviving entityPerson or (y) if the Borrower is not a party to such merger, such Subsidiary is the surviving Person or the surviving Person shall become a Subsidiary Loan Party pursuant to Section 5.11, (ii) any Guarantor Subsidiary may merge into or consolidate with another Subsidiary; provided, that if any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall not be permitted unless also permitted by the surviving Person or the surviving Person shall become a Subsidiary Loan Party pursuant to Section 8.045.11, (iii) any Restricted Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Guarantor Subsidiary Loan Party or in connection with a Disposition permitted pursuant to Section 7.6 and (iv) PEI (subject to the provisions of Section 5.11 regarding Investments) and any other Subsidiary (other than a Subsidiary Loan Party, subject to the following proviso) may (x) liquidate or dissolve 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 Lenders; provided, that ELP may liquidate or dissolve if (x) 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, (y) merge the Borrower determines in good faith that ELP is no longer required or consolidate with any other Person necessary for the conduct of the business of the Borrower and (other than z) either (I) upon dissolution, the assets of ELP become those of a Loan Party)Party or (II) prior to dissolution, provided the assets of ELP are subject to a Disposition permitted by Section 7.6; and provided, further, that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation permitted pursuant to this Section 7.3 involving a Person that is not a Restricted wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution7.4.
Appears in 2 contracts
Samples: Pledge Agreement (Strayer Education Inc), Revolving Credit Agreement (Strayer Education Inc)
Fundamental Changes. (a) The Borrower No Loan Party will, nor will not, and will not it permit any of its Restricted Subsidiary Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: continuing or would arise therefrom, (i) any Restricted Subsidiary may liquidate, dissolve, consolidate, or merge, including by means of a “plan of division” under the Borrower may merge Delaware Limited Liability Company Act or any comparable transaction under any similar law into a Loan Party in a transaction in which such a Loan Party is the surviving entitycorporation (or, in the case of a “plan of division” or comparable transaction, the surviving Person, or any division or series thereof, shall be a Restricted Subsidiary and, solely to the extent required under SECTION 5.12 after giving effect to such transaction, such Person, or such division or series thereof, shall be or become a Loan Party within the period required by SECTION 5.12), (ii) any Guarantor may merge into or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor Loan Party may (x) liquidate liquidate, dissolve, consolidate, or dissolve if merge, including by means of a “plan of division” under the Borrower determines in good faith that such liquidation Delaware Limited Liability Company Act or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders or (y) merge or consolidate with any other Person (other than a Loan Party)comparable transaction under any similar law, provided that (1) a into any Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; Loan Party (iv) or, in the Borrower case of a “plan of division” or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such comparable transaction, the Borrower is surviving Person, or any division or series thereof, shall be a Restricted Subsidiary and, solely to the continuing or surviving corporation and (y) if a Guarantor is a party extent required under SECTION 5.12 after giving effect to such transaction, such Guarantor is Person, or such division or series thereof, shall be or become a Loan Party within the surviving Person; period required by SECTION 5.12), (iii) any Loan Party may merge with or into any other Loan Party, (iv) the Loan Parties and their Restricted Subsidiaries may dispose of Capital Stock of their respective Restricted Subsidiaries in a transaction permitted by SECTION 6.05, and (v) any Permitted Acquisitions and other Permitted Investments and transactions permitted sale or disposition under Section 8.05 pursuant to SECTION 6.05 and SECTION 6.04 may be effectuated pursuant to consummated in the form of a merger, merger or consolidation, liquidation or dissolution.
Appears in 2 contracts
Samples: Credit Agreement (Burlington Stores, Inc.), Credit Agreement (Burlington Stores, Inc.)
Fundamental Changes. (a) The Borrower No Loan Party will, nor will not, and will not it permit any of its Restricted Subsidiary Subsidiaries to, amalgamate with, merge into or consolidate with any other Person, or permit any other Person to amalgamate with, merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the Borrower Person (other than a Borrower) may merge or amalgamate into a Loan Party Borrower in a transaction in which such Loan Party Borrower is the surviving entitycorporation, (ii) any Guarantor Person (other than a Borrower) may merge or amalgamate into or consolidate with (A) any Person Loan Party in a transaction in which the surviving entity is a Loan Party or becomes (B) any other Restricted Subsidiary in a Guarantortransaction in which the surviving entity is a Restricted Subsidiary; (iii) any Restricted Subsidiary of the Company may transfer its assets to a Loan Party (other than any member of the Cott Mexican Group unless the transferor is also a member of the Cott Mexican Group) (or if such Subsidiary is a Borrower, then to another Borrower) and may then be liquidated or dissolved; (iv) any Borrower may be merged, amalgamated or consolidated with or into another Borrower; provided that (x) if the U.S. Borrower is a party to any such merger, amalgamation or consolidation, the U.S. Borrower is the surviving entity and (y) if the Canadian Borrower merges, amalgamates or consolidates with the UK Borrower, the Canadian Borrower is the surviving entity; (v) any wholly-owned Subsidiary of the Company (other than a Borrower) may merge with or into or amalgamate with any Person acquired in connection with a Permitted Acquisition; provided that (x) the Company and its Restricted Subsidiaries shall comply with Section 5.13 and (y) the surviving Person is a wholly-owned Subsidiary; (vi) any Restricted Subsidiary may merge or amalgamate or combine with any Person pursuant to a disposition permitted by Section 6.05; provided that any such merger or consolidation amalgamation involving a Person that is not a Restricted wholly owned Subsidiary immediately prior to such merger or amalgamation shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution6.04.
Appears in 2 contracts
Samples: Credit Agreement (Cott Corp /Cn/), Credit Agreement (Cott Corp /Cn/)
Fundamental Changes. No Loan Party shall, nor shall they permit any Subsidiary to, directly or indirectly, merge, dissolve, liquidate or consolidate with or into another Person, except that so long as no Default or Event of Default exists or would result therefrom, (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity, (ii) any Guarantor may merge into or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), of its Subsidiaries provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and Person, (yb) the Parent Guarantor may merge or consolidate with or transfer all or substantially all of its assets (other than assets which constitute Equity Interests in any Subsidiary (including the Borrower) or any Unconsolidated Joint Venture) to any of its Subsidiaries (other than the Borrower); provided that in the case of any such merger or consolidation the Parent Guarantor is the continuing or surviving Person, (c) any Subsidiary may merge or consolidate with any other Subsidiary; provided that if a Guarantor Loan Party is a party to such transaction, such Guarantor Loan Party is the surviving Person (provided that if the Borrower is one of such Loan Parties, the Borrower shall be the surviving Person; ), and (vd) any permitted sale Subsidiary that is not a Loan Party or disposition under Section 8.05 a UAP Subsidiary may be effectuated pursuant to a mergerdissolve, consolidationliquidate or wind up its affairs at any time provided that such dissolution, liquidation or dissolutionwinding up, as applicable, could not have a Material Adverse Effect. Notwithstanding the above, the Parent Guarantor may, subject to the consent of the Administrative Agent (not to be unreasonably withheld), take such action as is necessary to change its jurisdiction of organization to the State of Maryland, including by means of merger or consolidation with any wholly-owned Subsidiary of the Parent Guarantor; provided that any such transaction shall be subject to documentation in form, content and scope reasonably satisfactory to the Administrative Agent, including, without limitation, documentation necessary to join any successor entity resulting from a merger or consolidation as the parent guarantor hereunder and any related organization documents, resolutions and opinions related thereto.
Appears in 2 contracts
Samples: Term Loan Agreement (Retail Opportunity Investments Partnership, LP), Credit Agreement (Retail Opportunity Investments Partnership, LP)
Fundamental Changes. (a) The Neither Holdings nor the Borrower will, nor will not, and will not they permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: , (i) any Restricted Subsidiary of the Borrower Person may merge into a Loan Party or consolidate with the Borrower in a transaction in which such Loan Party the Borrower is the surviving entityentity or the surviving entity (the “Successor Borrower”) (A) is organized under the laws of the United States, (B) expressly assumes the Borrower’s obligations under this Agreement and the other Loan 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 Subsidiary Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee shall apply to the Successor Borrower’s obligations under this Agreement, (D) each Subsidiary Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to the Collateral Agreement confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement and (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement; provided, further, that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement, (ii) any Guarantor Person (other than the Borrower) may merge into or consolidate with any Person Subsidiary in a transaction in which the surviving entity is or becomes a Guarantor; provided that Subsidiary and, if any party to such merger or consolidation involving is a Person that Subsidiary Loan Party, is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04Loan Party, (iii) any Restricted Subsidiary that may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Guarantor Subsidiary, (iv) any Subsidiary may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), Lenders; provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted wholly owned Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 8.04; 6.04 and (ivv) Holdings, the Borrower or any Restricted Subsidiary may merge with any other Person engage in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation dissolution or dissolutionliquidation, the purpose of which is to effect a disposition permitted pursuant to Section 6.05.
Appears in 2 contracts
Samples: Credit Agreement (Affinia Group Intermediate Holdings Inc.), Credit Agreement (Affinia Group Intermediate Holdings Inc.)
Fundamental Changes. (a) The Borrower No Loan Party will, or will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing: continuing or would arise therefrom, (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party Borrower in a transaction in which such a Borrower is the surviving corporation, (ii) any Subsidiary that is not a Borrower may merge into any Subsidiary that is not a Borrower, and (iii) Permitted Acquisitions and asset dispositions permitted pursuant to SECTION 6.05 hereof may be consummated in the form of a merger, as long as, in the event of a Permitted Acquisition, a Loan Party is the surviving entityPerson, (ii) any Guarantor may merge into or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04SECTION 6.04, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary SPAC Transaction may merge be consummated in accordance with any other Person in connection with a Permitted Acquisitionthe terms of the Merger Agreement and applicable law, provided that (x) if in connection therewith the Borrower is a party to such transactionLoan Parties, the Borrower is Merger Subsidiary and Endeavor shall execute and deliver to the continuing or surviving corporation Administrative Agent such documents, instruments and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 agreements as may be effectuated pursuant reasonably required by the Administrative Agent, including, without limitation, an assumption/joinder agreement by the Merger Subsidiary, and a guaranty by Endeavor of the Obligations of the Borrowers, to be secured by a mergerpledge agreement by Endeavor pledging to the Collateral Agent for the benefit of the Lenders, consolidationits ownership of the Capital Stock of each of the Loan Parties, liquidation provided further, that any such assumption/joinder, guaranty or dissolutionpledge agreement shall become effective immediately following the effectiveness of the merger between Lead Borrower and Merger Subsidiary.
Appears in 2 contracts
Samples: Credit Agreement (Endeavor Acquisition Corp.), Credit Agreement (American Apparel, Inc)
Fundamental Changes. (a) The Borrower Company will not, not and will not permit any Restricted Subsidiary of its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: continuing any Subsidiary (iother than a Receivables Subsidiary) any Restricted Subsidiary of the Borrower Company (a) may merge into a Loan Party Company in a transaction in which such Loan Party Company is the surviving entitycorporation, (iib) any Guarantor may merge into or consolidate with any Person Credit Party in a transaction in which the surviving entity is or a Credit Party, (c) that is not a Credit Party may merge into any Subsidiary that is not a Credit Party, (d) may merge into any other Person that becomes a GuarantorCredit Party in connection with a Permitted Acquisition, (e) may liquidate or dissolve if Company determines in good faith that such liquidation or dissolution is in the best interests of Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a Restricted Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.048.7, and (f) may merge with another Person in connection with an Asset Disposition permitted under Section 8.4. No Permitted MTBE Joint Venture may merge or consolidate with Company or any of its Subsidiaries except in a transaction that is a Permitted Acquisition. Notwithstanding the foregoing, at any time that no Unmatured Event of Default or Event of Default exists, upon not less than thirty (30) days’ prior written notice to Administrative Agent and Collateral Agent, Company may merge with and into a newly formed Wholly-Owned Subsidiary of Holdings GP (“NewCo”) that is organized in the State of Delaware or the State of Texas solely for purposes of reforming Company as a limited liability company or corporation; provided, that on or before the date of such merger, Company delivers the following documents to Administrative Agent, each of which shall be in form and substance acceptable to Administrative Agent and Collateral Agent: (i) an assumption agreement pursuant to which NewCo assumes the obligations of Company under this Agreement and the other Loan Documents to which Company is party, (ii) such financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate to continue the security interest of the Collateral Agent for the benefit of the Secured Creditors a Lien (subject only to Permitted Liens and perfected to the extent required by the Security Documents) in the Collateral owned by Company and NewCo, (iii) such modifications to any Restricted Subsidiary that is not a Guarantor Mortgages and Mortgage Policies as may (x) liquidate or dissolve 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 be required by Collateral Agent with respect to the Lenders or (y) merge or consolidate with any other Person (other than a Loan Party)Mortgaged Properties owned by Company, provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge an opinion of counsel to Company with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party respect to such transactionmatters as Administrative Agent or Collateral Agent may request, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale the documents that would have been required to have been delivered by NewCo on the date hereof 100 had NewCo been the borrower hereunder on such date under Sections 5.2, 5.3(a) - (c), and (e)(ii) and (vi) such other documentation as Administrative Agent or disposition under Section 8.05 Collateral Agent may be effectuated pursuant to a merger, consolidation, liquidation or dissolutionrequest.
Appears in 2 contracts
Samples: Term Loan Agreement (Texas Petrochemicals Inc.), Term Loan Agreement (Texas Petrochemicals Inc.)
Fundamental Changes. (a) The Borrower will notMerge, and will not permit any Restricted Subsidiary to, merge into combine or consolidate with any other Person, or permit any other Person to merge into liquidate, wind up its affairs or consolidate with itdissolve itself, in each case whether in a single transaction or liquidate or dissolvein a series of related transactions, except thatfor (i) mergers, consolidations, liquidations or dissolutions of an Immaterial Subsidiary with or into another Subsidiary (so long as (x) to the extent such Subsidiary is a Borrowing Base Guarantor, the Borrowing Base Guarantor is the surviving entity or (y) to the extent such Subsidiary is a Guarantor, the Guarantor is the surviving entity or the surviving entity becomes a Guarantor) or into Borrower (so long as the surviving entity is Borrower), (ii) mergers, consolidations, liquidations or dissolutions of a Material Subsidiary with or into another Material Subsidiary (so long as (x) to the extent either such Material Subsidiary is a Borrowing Base Guarantor, the Borrowing Base Guarantor is the surviving entity or (y) to the extent such Material Subsidiary is a Guarantor, the Guarantor is the surviving entity) or Borrower (so long as the surviving entity is Borrower), (iii) mergers, consolidations, liquidations or dissolutions of other Subsidiaries with or into other Subsidiaries (so long as (x) in the case of a Subsidiary that is a Borrowing Base Guarantor, such surviving or continuing Subsidiary remains a Borrowing Base Guarantor or becomes a Borrowing Base Guarantor or (y) in the case of a Subsidiary that is a Guarantor, such surviving or continuing Subsidiary remains a Guarantor or becomes a Guarantor), (iv) mergers or consolidations of any Person with or into Borrower or any Subsidiary if at the time thereof acquisition of the Equity Interest in such Person by Borrower or such Subsidiary would have been permitted pursuant to Section 10.2.5 (so long as (x) in the case of Borrower, Borrower shall be the continuing or surviving Person, and immediately after giving effect thereto in the case of a Borrowing Base Guarantor, such Borrowing Base Guarantor is the surviving entity, (y) if a Subsidiary is not the surviving or continuing Person, the surviving Person becomes a Subsidiary and complies with the provisions of Section 10.1.9 and (z) no Default or Event of Default shall have occurred and be continuing: continuing after giving effect thereto) or (iv) mergers, combinations, or consolidations of any Restricted Subsidiary of the Borrower may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity, (ii) any Guarantor may merge into or consolidate with any Person in to consummate a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 Permitted Asset Disposition with respect to the Lenders or (y) merge or consolidate Equity Interests of such Subsidiary concurrently with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04consummation; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution.or
Appears in 2 contracts
Samples: Loan and Security Agreement (Ak Steel Holding Corp), Loan and Security Agreement (Ak Steel Holding Corp)
Fundamental Changes. Except as contemplated by the Transactions on or prior to the Closing Date, no Credit Party shall merge, dissolve, liquidate, consolidate with or into another Person; except that so long as no Default or Event of Default exists or would result therefrom, (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity, (ii) any Guarantor may merge into or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person Borrower, (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2b) any such merger or consolidation involving a Person that Consolidated Party (including any Unrestricted Subsidiary) which is not a Restricted Subsidiary immediately prior to such merger shall not Credit Party may be permitted unless also permitted by Section 8.04; (iv) the Borrower merged or consolidated with or into any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, Credit Party provided that (x) if the Borrower is a party to either such transaction, the Borrower is Credit Party shall be the continuing or surviving corporation or the continuing or surviving corporation shall become a Credit Party as herein provided, (c) any Subsidiary Guarantor may be merged or consolidated with or into any other Subsidiary Guarantor and (d) any Subsidiary Guarantor may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing or anything else in this Agreement to the contrary, no provision of this Agreement shall prohibit the REIT Guarantor, the LP Guarantor or any other direct or indirect owner of the Parent Borrower (other than a Borrower) from (i) consummating a public offering of the Capital Stock of such entity, including through the issuance of additional Capital Stock of such entity, or (ii) otherwise becoming a publicly traded entity, and no such actions shall constitute a Default or an Event of Default hereunder; provided, that (x) such public offering would not result in a Change of Control and (y) if a Guarantor is a party the Borrowers are otherwise in compliance with the applicable terms of this Agreement. Further, notwithstanding the foregoing or anything else in this Agreement to such transactionthe contrary, such Guarantor is the surviving Person; and (v) no Borrower may consummate any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation consolidation or dissolutionother corporate reorganization which would have the effect of making such Borrower a Person organized outside the United States.
Appears in 2 contracts
Samples: Credit Agreement (Aviv Reit, Inc.), Credit Agreement (Aviv Reit, Inc.)
Fundamental Changes. (a) The Borrower will notNo Borrowing Base Covenant Subsidiary shall, and will not nor shall it permit any Restricted Subsidiary of its Subsidiaries (other than an Unrestricted Real Property Subsidiary) to, merge into directly or indirectly, merge, dissolve, liquidate, consolidate with any other or into another Person, or permit Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person to merge into Person, except that (1) this Section 7.04(a) shall not restrict or prohibit any Disposition permitted under Section 7.05(a) or any Restricted Payment permitted under Section 7.06, and (2) so long as no Default exists or would result therefrom, any Secured Guarantor or Subsidiary thereof may merge, liquidate or dissolve into, or consolidate with itwith, or liquidate Dispose of assets to, any one or dissolve, except more other Subsidiaries of the Borrower; provided that, if at in the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: case of this clause (2), (i) if any Restricted Secured Guarantor is merging with, liquidating into or consolidating with another Subsidiary of the Borrower may merge into that is not a Loan Party in a transaction in which Secured Guarantor, such Loan Party is Secured Guarantor shall be the continuing or surviving entityPerson, (ii) if any Secured Guarantor may merge is Disposing of assets to another Subsidiary of the Borrower, such other Subsidiary is also a Secured Guarantor, (iii) if any Borrowing Base Subsidiary is merging with, liquidating into or consolidate consolidating with any Person in a transaction in which another Subsidiary of the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person Borrower that is not a Restricted Borrowing Base Subsidiary, such Borrowing Base Subsidiary immediately shall be the continuing or surviving Person, (iv) if any Borrowing Base Subsidiary is Disposing of assets to another Subsidiary of the Borrower, such other Subsidiary is also a Borrowing Base Subsidiary, (v) if the Equity Interests of any Person involved in such merger, liquidation or consolidation are Collateral under the Security Agreement, then the Equity Interests of the survivor of such merger or consolidation, or Equity Interests of the Person to whom the other Subsidiary has liquidated into, as applicable, shall be pledged as Collateral under the Security Agreement (to the same extent pledged prior to such merger shall not be permitted unless also permitted by Section 8.04transaction), (iiivi) any Restricted after giving effect to such transaction or series of transactions, 100% of the Equity Interests (or, in the case of a Borrowing Base Subsidiary that is not an Excluded Foreign Subsidiary, 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests) of each Borrowing Base Subsidiary involved in or affected by such transaction or series of transactions (other than any Encumbered Real Property Borrowing Base Subsidiary) and of each Encumbered Real Property Pledged Subsidiary are subject to a perfected first priority Lien (subject to Permitted Equity Encumbrances) in favor of the Administrative Agent for the benefit of the Secured Parties and each such Secured Guarantor may (x) liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution and Borrowing Base Subsidiary is in the best interests a Wholly Owned Subsidiary of the Borrower and (vii) such transaction is not materially disadvantageous to the Lenders or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution2.15.
Appears in 2 contracts
Samples: Credit Agreement (Starwood Property Trust, Inc.), Credit Agreement (Starwood Property Trust, Inc.)
Fundamental Changes. (a) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, consummate a Division as the Dividing Person, or otherwise sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party the Borrower in a transaction in which such Loan Party the Borrower is the surviving entitycorporation, (ii) any Guarantor Subsidiary may merge into or consolidate with any Person Loan Party in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04Loan Party, (iii) any Restricted Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition or any Investment permitted under Section 6.04 so long as, in the case of a merger involving any Loan Party, such Loan Party is the surviving entity (or the surviving entity becomes a Loan Party in accordance with this Agreement), (iv) the Borrower or any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to a Loan Party, (v) any Subsidiary that is not a Guarantor Loan Party may merge into any other Subsidiary that is not a Loan Party, (xvi) any Subsidiary that is a Loan Party may consummate a Division as the Dividing Person if, immediately upon the consummation of the Division, the assets of the applicable Dividing Person are held by one or more Loan Parties at such time and the applicable parties shall have complied with the obligations set forth in Section 5.09 and each of the other further assurances obligations set forth in the Loan Documents and (vii) any Subsidiary may liquidate or dissolve if the Borrower reasonably determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and its Subsidiaries, and is not materially disadvantageous to the Lenders or (y) merge or consolidate with any other Person (other than and, in the case of a Loan Party), provided its assets are transferred to another Loan Party; provided, that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.046.04. Notwithstanding the foregoing, any Disposition permitted by Section 6.05 shall be permitted under this Section 6.03 (including any Disposition by way of merger or consolidation of a Subsidiary into another Person). Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (ivi) obtaining requisite approvals permitting the Borrower respective transaction (and any related financing or any Restricted Subsidiary may merge other transactions) in accordance with any other Person the requirements of Section 9.02 or (ii) Payment in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolutionFull.
Appears in 2 contracts
Samples: Credit Agreement (Flywire Corp), Credit Agreement (Flywire Corp)
Fundamental Changes. (a) The Neither the Borrower will not, and will not permit nor any Restricted Subsidiary to, will merge into or consolidate with any other Person, or liquidate or dissolve, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: continuing (and the Borrower shall be in compliance with Sections 6.11 and 6.12 after giving Pro Forma Effect thereto), (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party the Borrower in a transaction in which such Loan Party the Borrower is the surviving entity, (ii) any Guarantor Restricted Subsidiary may merge into or consolidate with any Person Subsidiary in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior and (if any party to such merger shall not be permitted unless also permitted by Section 8.04is a Guarantor) is a Guarantor, (iii) any Restricted Subsidiary that is not (except a Guarantor Guarantor) may (x) liquidate or dissolve 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 or and (yiv) the Borrower may merge or consolidate with Holdings in a transaction in which the Borrower is the surviving entity; provided that, if any other Person such merger (other than a Loan Partythe merger referred to in clause (iv), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving involves a Person that is not a Restricted wholly owned Subsidiary immediately prior to before such merger, such merger shall not be permitted unless also permitted by Section 8.04; (iv) 6.04. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, and at all times the Borrower or any and its Restricted Subsidiary may merge with any other Person Subsidiaries, determined as a whole, shall be principally engaged in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolutionBusinesses.
Appears in 2 contracts
Samples: Credit Agreement (Cloud Peak Energy Resources LLC), Credit Agreement (Cloud Peak Energy Resources LLC)
Fundamental Changes. (a) The Other than the Transactions, neither Superholdings, Alamosa Delaware nor the Borrower will, nor will not, and will not they permit APCS or any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the Borrower Person (other than any Special Purpose Subsidiary) may merge into a Loan Party the Borrower or Superholdings in a transaction in which such Loan Party the Borrower or Superholdings, as the case may be, is the surviving entitycorporation, (ii) any Guarantor Person may merge into or consolidate with any Person Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior and (if any party to such merger shall not be permitted unless also permitted by Section 8.04, is a Subsidiary Loan Party) is a Subsidiary Loan Party and (iii) any Restricted Subsidiary that is not a Guarantor (other than the Borrower and any Special Purpose Subsidiary) may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), Lenders; provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.046.04; (iv) provided, further, that so long any Xxxxxxx Term Loans remain outstanding Xxxxxxx will not, so long as any WOW Term Loans remain outstanding WOW will not, and so long as any Southwest Term Loans remain outstanding none of the Borrower Southwest Entities will, be permitted to merge into or any Restricted Subsidiary may merge consolidate with any other Person (other than, in connection with the case of Xxxxxxx, WOW or Southwest, any of its respective subsidiaries that is not a Permitted AcquisitionSpecial Purpose Subsidiary), provided or permit any other Person (other than, in the case of Xxxxxxx, WOW or Southwest, any of its respective subsidiaries that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation Restricted Subsidiary and (y) if is not a Guarantor is a party Special Purpose Subsidiary) to such transactionmerge into or consolidate with it, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation liquidate or dissolutiondissolve.
Appears in 2 contracts
Samples: Credit Agreement (Alamosa Properties Lp), Credit Agreement (Alamosa Properties Lp)
Fundamental Changes. Merge, dissolve, liquidate, amalgamate or consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided, that, notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) The the Borrower will notmay merge or consolidate with any of its Subsidiaries, and will not permit provided, that, the Borrower shall be the continuing or surviving corporation, (b) any Restricted Subsidiary toQualified Loan Party (other than the Borrower) may merge, merge into amalgamate or consolidate with any other PersonQualified Loan Party (other than the Borrower), or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (ic) any Restricted Subsidiary of the Borrower may merge into a Loan Party in that is not a transaction in which such Qualified Loan Party is the surviving entitymay merge, (ii) any Guarantor may merge into amalgamate or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person Loan Party (other than a Loan Partythe Borrower), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisitionprovided, provided that (x) if the Borrower is a party to such transactionthat, the Borrower is the continuing or surviving corporation and (y) if a Guarantor Qualified Loan Party is a party to such transaction, such Guarantor is Qualified Loan Party shall be the continuing or surviving Person; , (d) any Subsidiary that is not a Loan Party may be merged or consolidated with or into any Loan Party, provided, that, such Loan Party shall be the continuing or surviving Person, (e) any Subsidiary that is not a Loan Party may be merged or consolidated with or into any other Subsidiary that is not a Loan Party, (f) any Subsidiary that is not a Loan Party may dissolve, liquidate or wind up its affairs at any time, provided, that, such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of its assets and business are transferred to a Loan Party prior to or concurrently with such dissolution, liquidation or winding up and (vg) any permitted sale or disposition under the Borrower and its Subsidiaries may consummate Permitted Acquisitions and Approved Strategic Investments, provided, that, (x) to the extent applicable, such transaction complies with clauses (a) through (f) of the first proviso in this Section 8.05 may be effectuated pursuant 8.04 and (y) to the extent such transaction involves a merger, consolidationamalgamation or consolidation with a Person other than the Borrower or any Subsidiary, liquidation either (A) the Borrower or dissolutionsuch Subsidiary shall be the continuing or surviving Person or (B) the continuing or surviving Person shall comply with the requirements of Section 7.12 and Section 7.14.
Appears in 2 contracts
Samples: Credit Agreement (Establishment Labs Holdings Inc.), Credit Agreement (Establishment Labs Holdings Inc.)
Fundamental Changes. (a) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party the Borrower in a transaction in which such Loan Party the Borrower is the surviving entitycorporation, (ii) any Guarantor Subsidiary may merge into or consolidate with any Person Loan Party in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04Loan Party, (iii) any Restricted Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition or any Investment permitted under Section 6.04 so long as, in the case of a merger involving any Loan Party, such Loan Party is the surviving entity (or the surviving entity becomes a Loan Party in accordance with this Agreement), (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (v) any Subsidiary that is not a Guarantor Loan Party may merge into any other Subsidiary that is not a Loan Party and (xvi) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and its Subsidiaries, and is not materially disadvantageous to the Lenders or (y) merge or consolidate with any other Person (other than a Loan Party)Lenders; provided, provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.046.04. Notwithstanding the foregoing, any Disposition permitted by Section 6.05 shall be permitted under this Section 6.03 (including any Disposition by way of merger or consolidation of a Subsidiary into another Person). Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (ivi) obtaining requisite approvals permitting the Borrower respective transaction (and any related financing or any Restricted Subsidiary may merge other transactions) in accordance with any other Person the requirements of Section 9.02 or (ii) Payment in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolutionFull.
Appears in 2 contracts
Samples: Credit Agreement (Etsy Inc), Credit Agreement (Etsy Inc)
Fundamental Changes. (a) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party the Borrower in a transaction in which such Loan Party the Borrower is the surviving entitycorporation, (ii) any Guarantor Subsidiary may merge into or consolidate with any Person Loan Party in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04Loan Party, (iii) any Restricted Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition or any Investment permitted under Section 6.04 so long as, in the case of a merger involving any Loan Party, such Loan Party is the surviving entity (or the surviving entity becomes a Loan Party in accordance with this Agreement), (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (v) any Subsidiary that is not a Guarantor Loan Party may merge into any other Subsidiary that is not a Loan Party; (xvi) any Subsidiary may liquidate or dissolve if the Borrower reasonably determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and its Subsidiaries, and is not materially disadvantageous to the Lenders or (y) merge or consolidate with any other Person (other than a Loan Party)Lenders; provided, provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation 6.04 and (yvii) if a Guarantor is a party to such transactionMedifast Franchise Systems, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 Inc. may be effectuated pursuant to a merger, consolidation, liquidation dissolved or dissolutionliquidated.
Appears in 2 contracts
Samples: Credit Agreement (Medifast Inc), Credit Agreement (Medifast Inc)
Fundamental Changes. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, or form any Subsidiary that is not, immediately upon the creation thereof, a Subsidiary Guarantor by joinder to the Guaranty Agreement and the Security Agreement pursuant to documentation acceptable to Administrative Agent, and with its Equity Interests being pledged as part of the Collateral by joinder to the Pledge of Equity Interests of the Obligor owning the Equity Interests of such Subsidiary except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party the Borrower in a transaction in which such Loan Party the Borrower is the surviving entitycorporation, (ii) any Guarantor Subsidiary may merge into or consolidate with any Person Subsidiary Guarantor in a transaction in which the surviving entity is or becomes a Subsidiary Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary Guarantor and (xiv) any Subsidiary may liquidate or dissolve 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 Lenders, and Administrative Agent is given notice of the intention to effect such liquidation or dissolution not less than ten (y10) merge or consolidate with any other Person (other than a Loan Party), Business Days prior to the commencement thereof; provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution6.04.
Appears in 2 contracts
Samples: Credit Agreement (Almost Family Inc), Credit Agreement (Almost Family Inc)
Fundamental Changes. (a) The Borrower will notNo Credit Party shall, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, no Credit Party shall suffer or permit any other Person to merge into or of its Restricted Subsidiaries to, merge, consolidate with itor into, or liquidate convey, transfer, lease or dissolveotherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity, (ii) any Guarantor may merge into or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person in connection with Permitted Acquisitions and other Investments permitted hereunder, (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) including, without limitation, the Borrower Borrowers or any Restricted Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Person in connection with a Permitted Acquisition, Credit Party (other than Parents); provided that (x) if the any Borrower is a party to such transaction, such Borrower shall be the Borrower is the surviving or continuing or surviving corporation entity of such transaction, and (y6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Guarantor Parent is a party to such transaction, such Guarantor is either the Charah Parent or the Allied Parent shall be the surviving Person; or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (vy) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any permitted sale or disposition under of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 8.05 may be effectuated pursuant 5.14, then the Borrowers shall provide notice to a merger, consolidation, liquidation or dissolutionthe Agent within the time period specified in Section 5.14.
Appears in 2 contracts
Samples: Credit Agreement (Charah Solutions, Inc.), Credit Agreement (Charah Solutions, Inc.)
Fundamental Changes. (a) The Borrower No Loan Party will, nor will not, and will not it permit any of its Restricted Subsidiary Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: continuing or would arise therefrom, (i) any Restricted Subsidiary may liquidate, dissolve, consolidate, or merge, including by means of a “plan of division” under the Borrower may merge Delaware Limited Liability Company Act or any comparable transaction under any similar law into a Loan Party in a transaction in which such a Loan Party is the surviving entitycorporation (or, in the case of a “plan of division” or comparable transaction, the surviving Person, or any division or series thereof, shall be a Restricted Subsidiary and, solely to the extent required under Section 5.12 after giving effect to such transaction, such Person, or such division or series thereof, shall be or become a Loan Party within the period required by Section 5.12), (ii) any Guarantor may merge into or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor Loan Party may (x) liquidate liquidate, dissolve, consolidate, or dissolve if merge, including by means of a “plan of division” under the Borrower determines in good faith that such liquidation Delaware Limited Liability Company Act or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders or (y) merge or consolidate with any other Person (other than a Loan Party)comparable transaction under any similar law, provided that (1) a into any Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; Loan Party (iv) or, in the Borrower case of a “plan of division” or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such comparable transaction, the Borrower is surviving Person, or any division or series thereof, shall be a Restricted Subsidiary and, solely to the continuing or surviving corporation and (y) if a Guarantor is a party extent required under Section 5.12 after giving effect to such transaction, such Guarantor is Person, or such division or series thereof, shall be or become a Loan Party within the surviving Person; period required by Section 5.12), (iii) any Loan Party may merge with or into any other Loan Party, (iv) the Loan Parties and their Restricted Subsidiaries may dispose of Capital Stock of their respective Restricted Subsidiaries in a transaction permitted by Section 6.05, and (v) any Permitted Acquisitions and other Permitted Investments and transactions permitted sale or disposition under pursuant to Section 8.05 6.05 and Section 6.04 may be effectuated pursuant to consummated in the form of a merger, merger or consolidation, liquidation or dissolution.
Appears in 2 contracts
Samples: Credit Agreement (Burlington Stores, Inc.), Credit Agreement (Burlington Stores, Inc.)
Fundamental Changes. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party the Borrower in a transaction in which such Loan Party the Borrower is the surviving entitycorporation, (ii) any Subsidiary that is not a Guarantor may merge into or consolidate with any Person Subsidiary in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04Subsidiary, (iii) any Restricted Guarantor may be dissolved, liquidated or merged into another Subsidiary, so long as such dissolution, liquidation or merger results in all assets of such Guarantor being owned by the Borrower or another Guarantor, (iv) any Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 and so long as such liquidation or dissolution results in all assets of such Subsidiary being owned by the Borrower or another Subsidiary, and (yv) any Person that is not a Subsidiary may merge or consolidate with any other Person (other than into the Borrower in a Loan Party), provided that (1) a Restricted Subsidiary transaction in which the Borrower is the surviving Person and (2) corporation or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided that any such merger or consolidation involving a Person that is not a Restricted wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless (x) such merger is also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation 8.04 and (y) if such merger does not result in and is not part of a Guarantor is transaction or series of transactions that result in a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolutionChange in Control.
Appears in 2 contracts
Samples: Credit Agreement (Pegasus Solutions Inc), Credit Agreement (Pegasus Systems Inc)
Fundamental Changes. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the Borrower or any Subsidiary may merge into or consolidate with a Loan Party in a transaction in which such Loan Party Person if (x) the Borrower is the surviving entityPerson or (y) if the Borrower is not a party to such merger or consolidation, such Subsidiary is the surviving Person or the surviving Person is a Subsidiary and to extent required by Section 5.11, shall become a Subsidiary Loan Party pursuant to Section 5.11 at the time required therein, (ii) any Guarantor Subsidiary may merge into or consolidate with into another Subsidiary; provided, that if any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall not be permitted unless also permitted by the surviving Person or the surviving Person shall become a Subsidiary Loan Party pursuant to Section 8.045.11, (iii) any Restricted Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Guarantor Subsidiary Loan Party or in connection with a Disposition permitted pursuant to Section 7.6 (including any mergers or consolidations to effect such Disposition), (iv) the Borrower or any Subsidiary may sell, lease, transfer or otherwise dispose all or substantially all of the stock of any of its Subsidiaries in connection with a Disposition permitted pursuant to Section 7.6 (xincluding any mergers or consolidations to effect such Disposition) and (v) any Subsidiary may liquidate or dissolve 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 and in the case of any liquidation or (y) merge or consolidate with any other Person (other than dissolution of a Subsidiary Loan Party), provided all of its assets are transferred to, and all of its liabilities and obligations are assumed by, the Borrower or another Subsidiary Loan Party upon giving effect to such liquidation or dissolution; provided, that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation permitted pursuant to this Section 7.3 involving a Person that is not a Restricted wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution7.4.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Strategic Education, Inc.), Revolving Credit and Term Loan Agreement (Strategic Education, Inc.)
Fundamental Changes. (a) The Borrower will Borrowers shall not, and will shall not permit any Restricted Subsidiary other Loan Party to, merge liquidate, merge, amalgamate, or consolidate into or consolidate with any other Person or enter into or undertake any plan or agreement of liquidation, merger, amalgamation, or consolidation with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: provided that (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party may merge or amalgamate with another Person in connection with a transaction in which Permitted Acquisition if such Loan Party is the surviving entitycompany, (ii) any Guarantor wholly-owned Subsidiary of any Borrower may merge merge, amalgamate, or consolidate into or consolidate with such Borrower or any Person in other wholly-owned Subsidiary of such Borrower if no Default or Event of Default has occurred and is continuing or would result from such merger and if such Borrower, a transaction in which Loan Party (if such Loan Party is a party to such merger) or such Subsidiary is the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04company, (iii) a Subsidiary of any Restricted Subsidiary that is not a Guarantor Borrower may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person amalgamate into another entity in connection with a Permitted AcquisitionAcquisition if, upon consummation of such merger or amalgamation, the surviving entity shall be a direct or indirect wholly-owned Subsidiary of such Borrower and becomes a Borrower or Facility Guarantor and a party to the Security Documents, (iv) any Domestic Subsidiary may merge into any other Domestic Subsidiary, provided that (x) if the Borrower a Loan Party is a party to such transactionmerger, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to either such transaction, such Guarantor is Loan Party shall be the surviving Person; company or the surviving company shall become a Loan Party, and (v) any permitted sale or disposition the Lead Borrower may merge with a newly formed shell corporation, the sole purpose and effect of which merger is to reincorporate the Lead Borrower in a state of the United States of America other than the State of New York and where the surviving corporation in such merger has complied with its obligations under Section 8.05 may be effectuated pursuant to a 5.14 hereof simultaneously with such merger, consolidation, liquidation or dissolution.
Appears in 2 contracts
Samples: Credit Agreement (Brown Shoe Co Inc), Credit Agreement (Brown Shoe Co Inc)
Fundamental Changes. (a) The Each of the Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of the Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), except as permitted pursuant to Section 6.13, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: , (i) any Restricted Subsidiary of the Borrower Person may merge into a Loan Party the Parent or the Borrower in a transaction in which such Loan Party the Parent or the Borrower, respectively, is the surviving entityPerson, (ii) any Guarantor Person may merge into or consolidate with any Person Guarantor in a transaction in which the surviving entity is wholly-owned, directly or becomes a Guarantor; provided that any indirectly, by the Borrower and such merger surviving entity is such Guarantor or consolidation involving a Person that is not a Restricted Subsidiary immediately prior expressly assumes in writing (in form and substance satisfactory to the Administrative Agent) all obligations of such merger shall not be permitted unless also permitted by Section 8.04Guarantor under the Loan Documents, (iii) any Person may merge into any Restricted Subsidiary that is not a Guarantor in a transaction in which the surviving entity is wholly-owned, directly or indirectly, by the Borrower and, if such surviving entity constitutes a Material Domestic Subsidiary, the Parent, the Borrower and such surviving entity comply with the requirements of Section 5.13, (iv) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Parent, the Borrower or another Restricted Subsidiary and (xv) any Restricted Subsidiary may liquidate or dissolve if the Parent or the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent and the Borrower and is not materially disadvantageous to the Lenders or (y) merge or consolidate with any other Person (other than a Loan Party), Lenders; provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution6.04.
Appears in 2 contracts
Samples: Credit Agreement (Penn Virginia Corp), Credit Agreement (Penn Virginia Corp)
Fundamental Changes. (a) The Borrower will notEnter into any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or liquidate Dispose of all or dissolvesubstantially all of its property or business, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (ia) any Restricted Subsidiary of the Borrower may merge be merged or consolidated with or into a Loan Party in a transaction in which such Loan Party is the surviving entity, Borrower (ii) any Guarantor may merge into or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that the Borrower shall be the continuing or surviving corporation) or with or into any such merger or consolidation involving a Person that is not a other Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04(provided, (iii) that when any Subsidiary Guarantor is merging with or into another Restricted Subsidiary that is not a Subsidiary Guarantor (except as permitted by Section 7.4(b)), such Subsidiary Guarantor shall be the continuing or surviving corporation or the continuing or surviving corporation shall, substantially simultaneously with such merger or consolidation, become a Subsidiary Guarantor); (b) any Restricted Subsidiary may merge, consolidate or amalgamate with any other Person (other than the Borrower) in order to effect an Investment permitted pursuant to Section 7.7; provided that if such Restricted Subsidiary is a Subsidiary Guarantor the continuing or surviving Person shall be a Subsidiary Guarantor; (c) any Restricted Subsidiary of the Borrower may Dispose of any or all of its assets (i) to the Borrower or any Subsidiary Guarantor (upon voluntary liquidation or otherwise) or (ii) pursuant to a Disposition permitted by Section 7.5; and (d) any Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor may (xi) dispose of any or all or substantially all of its assets to any Group Member (upon voluntary liquidation or otherwise) or (ii) liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests interest of the Borrower and is not materially disadvantageous to the Lenders Administrative Agent or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution.Lenders. 7.5
Appears in 2 contracts
Samples: Credit Agreement (Rent a Center Inc De), Term Loan Credit Agreement (Rent a Center Inc De)
Fundamental Changes. (a) The Borrower Except as permitted by Section 6.04 or Section 6.05, neither the Parent nor the Borrowers will, nor will not, and will not they permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have or Event of Default has occurred and be is continuing, or would result after giving effect thereto: (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party in a transaction in which such Loan Party the U.S. Borrower so long as the U.S. Borrower is the surviving entity, and any Person may merge into or consolidate with a Subsidiary in connection with a Permitted Acquisition so long as the surviving entity is a Subsidiary and (if any party to such merger or consolidation is a Subsidiary Loan Party) the surviving entity is a Subsidiary Loan Party, (ii) any Guarantor Subsidiary may merge into or consolidate with any Person in other Subsidiary and, if either such Subsidiary is a transaction in which Subsidiary Loan Party, the surviving entity is a Subsidiary Loan Party, (iii) Permitted Acquisitions may be consummated so long as the surviving Person is a Borrower or becomes a Guarantor; Subsidiary Loan Party, (iv) any Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it in any sale or other disposition permitted under Section 6.06 (whether or not such Subsidiary is the surviving entity), provided that that, any such merger or consolidation involving a Person that is not a Restricted Wholly Owned Subsidiary immediately prior to such merger or consolidation shall not be permitted unless also permitted by Section 8.046.04 and Section 6.08, (iiiv) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve if the Borrower Borrowers or Parent determines in its good faith business judgment that such liquidation or dissolution is in the best interests of the Borrower Borrowers or Parent and is not materially disadvantageous to the Lenders or Lenders, (yvi) the Merger may be consummated and (vii) Holdings may merge into or consolidate with any other Person the Parent so long as (other than a Loan Party), provided that (1x) a Restricted Subsidiary the Parent is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation entity and (y) if a Guarantor is a party the Parent has pledged 100% of all the Equity Interests of the Lux Borrower, the Cayman Distributor and WireCo WorldGroup Sales (Cayman) Ltd. and any other Subsidiary to such transaction, such Guarantor is be directly owned by the surviving Person; and Parent (v) any permitted sale after giving effect to the merger or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution).
Appears in 2 contracts
Samples: Credit Agreement (1295728 Alberta ULC), Intercreditor Agreement (1295728 Alberta ULC)
Fundamental Changes. (a) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and or be continuing: , (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity, (iiother than Holdings) any Guarantor or Subsidiary thereof may merge into or consolidate with any Person a Loan Party (other than Holdings) (so long as in the case of a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Loan Party, a Loan Party shall be the surviving entity of such merger or consolidation); (ii) any Loan Party (other than Holdings or any Borrower) or Subsidiary of the Borrowers may liquidate or dissolve into a Loan Party; (iii) any Subsidiary of a Loan Party may merge into or consolidate with a Person that is not a Restricted Subsidiary immediately prior to Loan Party (so long as in the case of a merger or consolidation involving a Loan Party, a Loan Party shall be the surviving entity of such merger shall not be permitted unless also permitted by Section 8.04, or consolidation); and (iiiiv) any Restricted Subsidiary that is not a Guarantor Loan Party may (x) liquidate or dissolve if the Borrower Loan Party which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests interest of the Borrower Loan Party and is not materially disadvantageous to the Lenders or (y) merge or consolidate with any other Person (other than a Loan Party)Lenders; provided, provided that (1) a Restricted Subsidiary is the surviving Person and (2x) any such merger or consolidation hereunder involving a Person that is not a Restricted wholly owned Subsidiary immediately prior to such merger or consolidation shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition6.04, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if any such merger or consolidation hereunder involving a Guarantor Borrower in respect of which such Borrower is not the surviving entity shall not be permitted unless (1) the surviving entity is another Borrower or (2) the surviving entity shall have (A) executed and delivered to the Administrative Agent its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and each other Loan Document to which any Borrower not surviving such transaction was a party to such transaction, such Guarantor is the surviving Person; and (vB) caused to be delivered to the Administrative Agent an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Administrative Agent, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, and (z) immediately after giving effect to any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a such merger, consolidationconsolidation or other transaction hereunder, liquidation or dissolutionat least one (1) Borrower shall continue to remain in existence.
Appears in 2 contracts
Samples: Credit Agreement (Chefs' Warehouse, Inc.), Credit Agreement (Chefs' Warehouse, Inc.)
Fundamental Changes. (a) The Neither the Parent nor the Borrower will, nor will not, and will not they permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the Borrower (other than a License Subsidiary) may merge into a Loan Party in a transaction in which such Loan Party the Borrower so long as the Borrower is the surviving entity, and any Person (other than a License Subsidiary) may merge into or consolidate with a Subsidiary (other than the Borrower or a License Subsidiary) in connection with a Permitted Acquisition so long as the surviving entity is a Subsidiary and (if any party to such merger or consolidation is a Subsidiary Loan Party) the surviving entity is a Subsidiary Loan Party, (ii) any Guarantor Subsidiary (other than the Borrower) may merge into or consolidate with any Person in other Subsidiary (other than the Borrower) and, if either such Subsidiary is a transaction in which Subsidiary Loan Party, the surviving entity is or promptly becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04Loan Party, (iii) any Restricted Subsidiary that is not (other than the Borrower) may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it in any sale or other disposition permitted under Section 6.05, and (iv) any Subsidiary (other than the Borrower or a Guarantor License Subsidiary) may (x) liquidate or dissolve if the Borrower determines in its good faith business judgment that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders or (y) merge or consolidate with any other Person (other than a Loan Party)Lenders, provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Wholly Owned Subsidiary immediately prior to such merger or consolidation shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation Sections 6.04 and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution6.08.
Appears in 2 contracts
Samples: Second Amendment Agreement (Alaska Communications Systems Group Inc), Credit Agreement (Alaska Communications Systems Group Inc)
Fundamental Changes. (a) The Borrower will WIL-Ireland shall not, and will shall not permit any Restricted Subsidiary to, 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, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing: , any Person may merge, consolidate or amalgamate with (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party in a transaction in which such Loan Party is the surviving entityObligor, any Specified Group Member or any Other Subsidiaries Group Member or (ii) any Guarantor may merge into non-Affiliate to facilitate any acquisition or consolidate with any Person Disposition otherwise permitted by the Loan Documents; provided that, in a transaction in which the case of each of clauses (i) and (ii), each of the following conditions must be met: (A) if such merger, consolidation or amalgamation involves WIL-Bermuda, WIL-Bermuda shall be the surviving entity is or becomes continuing Person; (B) if such merger, consolidation or amalgamation involves a GuarantorBorrower (other than WIL-Bermuda), a Borrower shall be the surviving or continuing Person, (C) other than in the case of facilitating a Disposition otherwise permitted by the Loan Documents, if such merger, consolidation or amalgamation involves an Obligor (other than a Borrower), an Obligor shall be the surviving or continuing Person and (D) if such merger, consolidation or amalgamation involves a Specified Obligor, either (1) a Specified Obligor shall be the surviving or continuing Person or (2) after giving pro forma effect to such merger, consolidation or amalgamation and treating the surviving or continuing Person as a member of the Specified Group (disregarding the definition thereof for this purpose), WIL-Ireland would be in compliance with the Financial Covenants (calculated as of the last day of the most recently ended Testing Period for which financial statements are available as if such merger, consolidation or amalgamation had been consummated on the first day of such Testing Period); provided that further that, in each case, any such merger merger, consolidation or consolidation amalgamation involving a Person that is not a Restricted Wholly-Owned Subsidiary immediately prior to such merger merger, consolidation or amalgamation shall not be permitted unless it is also permitted by Section 8.048.06 and, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests case of the Borrower and is not materially disadvantageous to the Lenders or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted an Unrestricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidationconsolidation or amalgamation, liquidation or dissolutionSection 7.09.
Appears in 2 contracts
Samples: Credit Agreement (Weatherford International PLC), Credit Agreement (Weatherford International PLC)
Fundamental Changes. (a) The Borrower Parent will not, and will not permit any Restricted Subsidiary to, 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, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (i) any Restricted Subsidiary of (other than Holdco and the Borrower Borrower) may merge into a or consolidate or amalgamate with the Parent or the Borrower as long as the Parent or the Borrower, as the case may be, is the surviving entity or such surviving Person shall assume the obligations of the Parent or the Borrower hereunder (and if such Subsidiary is an Unrestricted Subsidiary, any Indebtedness of or Lien granted on the assets of such Subsidiary is permitted by Section 6.01 or 6.02), (ii) any Subsidiary (other than Holdco and the Borrower) may merge into or consolidate or amalgamate with any Loan Party in a transaction in which (as long as (A) such Loan Party is the surviving entity, (iiB) any Guarantor may merge into or consolidate with any Person in a transaction in which the such surviving entity is or becomes a Guarantor; provided that any Loan Party substantially concurrently with the consummation of such merger transaction and complies with Section 5.11 and Section 5.12, (C) if such Subsidiary is an Unrestricted Subsidiary, and Indebtedness of or consolidation involving a Person that Lien granted on the assets of such Subsidiary is not a Restricted permitted by Section 6.01 or 6.02 and (D) the disposition of such Loan Party would otherwise be permitted under Section 6.05 (other than Section 6.05(l)) or such Loan Party would otherwise be permitted to be to redesignated as an Excluded Subsidiary immediately prior to such merger transaction (and shall not be permitted unless also permitted by Section 8.04deemed to be so disposed or redesignated), (iii) any Restricted Subsidiary that is not a Guarantor Loan Party may merge into or consolidate or amalgamate with (xA) liquidate or dissolve if the Borrower determines in good faith any other Restricted Subsidiary that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders a Loan Party or (yB) merge any Loan Party, (iv) the Parent or consolidate with any other Person Restricted Subsidiary may consummate any Investment permitted by Section 6.04 (other than Section 6.04(aa)) (whether through a Loan Partymerger, consolidation, amalgamation or otherwise), provided that (1A) a Restricted Subsidiary is the surviving Person entity shall be subject to the requirements of Section 5.11 and Section 5.12 (to the extent applicable) and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (xB) if the Parent, Holdco or the Borrower is a party to such transaction, the Borrower is Parent, Holdco or the continuing or surviving corporation and (y) if a Guarantor is a party to such transactionBorrower, such Guarantor is as the case may be, shall be the surviving Person; and entity or such surviving Person shall assume the obligations of the Parent, Holdco or the Borrower, as the case may be, hereunder, (v) any Restricted Subsidiary (other than Holdco or the Borrower) may consummate any sale, transfer or other disposition permitted sale or disposition under Section 8.05 may be effectuated pursuant to Section 6.05 (other than Section 6.05(l)) (whether through a merger, consolidation, liquidation amalgamation or dissolutionotherwise), provided that the surviving entity shall be subject to the requirements of Section 5.11 and Section 5.12 (to the extent applicable), (vi) the Parent and the Restricted Subsidiaries may effect the Permitted Tax Restructuring; provided that the Borrower shall remain an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (vii) any Person may merge into, consolidate or amalgamate with the Company, the Borrower or any of their Subsidiaries in connection with the Transactions and (viii) in each of the preceding clauses (i), (ii) or (iv) of this Section 6.03(a), in the case of any merger, consolidation or amalgamation involving the Parent, Holdco or the Borrower, if the Person surviving such merger, consolidation or amalgamation is not the Parent, Holdco or the Borrower (any such Person, the “Successor Company”), no Default and Event of Default shall have occurred and be continuing and (A) in the case of a merger, consolidation or amalgamation involving the Borrower, the Successor Company shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) in the case of a merger, consolidation or amalgamation involving the Parent or Holdco, the Successor Company shall be an entity organized or existing under the laws of the United States or the United Kingdom (unless otherwise agreed to by the Administrative Agent) and the security interests of the Collateral Agent in the Collateral shall not be materially impaired, (C) the Successor Company shall expressly assume all the obligations of the Parent, Holdco or the Borrower, as applicable, under this Agreement and the other Loan Documents to which the Parent, Holdco or the Borrower is a party, (D) each Guarantor of the Obligations of the Borrower, unless it is the other party to such merger, consolidation or amalgamation, shall have confirmed that its Guaranty shall apply to the Successor Company’s obligations under the Loan Documents, (E) each Guarantor of the Obligations of the Borrower, unless it is the other party to such merger, consolidation or amalgamation, shall have by a supplement to applicable Security Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (F) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guaranty as reaffirmed pursuant to clause (C) and (F) the Successor Company shall have delivered to the Administrative Agent an officer’s certificate stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents; provided, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Parent, Holdco or the Borrower, as the case may be, under this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Micro Focus International PLC), Credit Agreement (Micro Focus International PLC)
Fundamental Changes. (a) The Borrower Loan Parties will not, and will not permit any Restricted Subsidiary of their Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of the assets of the REIT Guarantor and its Subsidiaries, taken as a whole (in each case, whether now owned or hereafter acquired) (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing: , (ia) the REIT Guarantor may merge or consolidate with any Restricted Subsidiary of (other than the Borrower) if the REIT Guarantor is the surviving Person; (b) the Borrower may merge into or consolidate with any Subsidiary if the Borrower is the surviving Person; (c) any Subsidiary may merge or consolidate with any other Subsidiary, provided that if any Subsidiary party to such merger or consolidation is a Loan Party in Party, then either a transaction in which such Loan Party is the surviving entity, Person or the surviving Person immediately becomes a Loan Party; (iid) any Guarantor Subsidiary may merge into sell, transfer, lease or consolidate with any Person in a transaction in which otherwise dispose of all or substantially all of its assets to the surviving entity is Borrower or becomes a Guarantorto another Subsidiary; provided that any such merger if the transferor Subsidiary is a Loan Party, then the transferee must be the Borrower or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04, Loan Party; (iiie) any Restricted Subsidiary that is not (other than a Guarantor Loan Party) may (x) liquidate or dissolve 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 or Lenders; (yf) any Subsidiary may merge or consolidate in connection with the consummation of any Acquisition or other Person (other than Investment permitted by Section 7.4 or a Disposition permitted by Section 7.6; provided that if such Subsidiary is a Loan Party), provided that (1) then, unless such merger or consolidation is in connection with a Restricted Subsidiary permitted Disposition, either a Loan Party is the surviving Person or the surviving Person immediately becomes a Loan Party and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (ivg) the REIT Guarantor, Borrower or any Restricted Subsidiary may merge with make any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing Investment or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any Disposition otherwise permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger7.4 or 7.6, consolidation, liquidation or dissolutionas applicable.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (CareTrust REIT, Inc.), Credit and Guaranty Agreement (CareTrust REIT, Inc.)
Fundamental Changes. (a) The Neither Holdings nor the Parent Borrower will, nor will not, and will not they permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets of the Parent Borrower and its Subsidiaries, taken as a whole, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the Borrower Person may merge with or into a Loan Party or consolidate with the Parent Borrower in a transaction in which such Loan Party the Parent Borrower is the surviving entitycorporation, (ii) any Guarantor Person may merge with or into or consolidate with any Person Subsidiary in a transaction in which the surviving entity is or becomes a GuarantorSubsidiary and (if any party to such merger or consolidation is or becomes a Loan Party) is a Loan Party; provided that any such merger or consolidation involving a Person that is not a Restricted wholly owned Subsidiary immediately prior to or after giving effect to such merger or consolidation shall not be permitted unless also permitted by Section 8.04comply with Sections 6.04 and 6.05, as applicable, (iii) any Restricted Subsidiary that is not a Guarantor (other than the Parent Borrower) may (x) liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such liquidation or dissolution or change in legal form is in the best interests of the Parent Borrower and its subsidiaries and is not materially disadvantageous to the Lenders Lenders; provided that, in the case of a liquidation or (y) merge or consolidate with any other Person (other than dissolution of a Subsidiary that is a Loan Party), provided that (1) a Restricted the Person into which such Subsidiary is liquidated or dissolved shall be a Loan Party and shall succeed to or assume all obligations of such Loan Party under the surviving Person and (2) any such merger or consolidation involving Loan Documents in a Person that is not a Restricted Subsidiary immediately prior manner reasonably satisfactory to such merger shall not be permitted unless also permitted by Section 8.04; the Administrative Agent, (iv) the Borrower or any Restricted Subsidiary Holdings may merge with any other Person in connection with effect a Permitted AcquisitionHolding Company Reorganization, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale merger the sole purpose and effect of which is to reincorporate or disposition reorganize a Person in another jurisdiction in the United States shall be permitted; provided that, if such Person is a Loan Party, the surviving entity is a Loan Party (and, if not a Loan Party before such merger, shall assume all obligations of such Loan Party under Section 8.05 may be effectuated pursuant the Loan Documents in a manner reasonably satisfactory to the Administrative Agent), and (vi) a merger, dissolution, liquidation, consolidation, liquidation sale, transfer or dissolutionother disposition the purpose and effect of which is to effect a transaction permitted pursuant to Section 6.05.
Appears in 2 contracts
Samples: Credit Agreement (J C Penney Co Inc), Credit Agreement (J C Penney Co Inc)
Fundamental Changes. (a) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: , (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party the Borrower in a transaction in which such Loan Party the Borrower is the surviving entity, (ii) any Guarantor Loan Party (other than the Borrower) may merge into or consolidate with any Person other Loan Party in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04Loan Party, (iii) any Restricted Subsidiary that is not a Guarantor Loan Party may (x) liquidate or dissolve 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 or Lenders; (yiv) any Subsidiary that is not a Loan Party may merge or consolidate with any other Person (other than Subsidiary that is not a Loan Party), ; (v) any Subsidiary that is not a Loan Party may merge or consolidate with any Loan Party in a transaction in which the surviving entity is a Loan Party; and (vi) any Subsidiary may merge or consolidate in a transaction to effect a Permitted Acquisition; provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution6.04.
Appears in 2 contracts
Samples: Credit Agreement (Roblox Corp), Credit Agreement (Roblox Corp)
Fundamental Changes. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into Liquidate or consolidate with any other Persondissolve; (b) consummate, or permit any other Person of Borrower’s Subsidiaries to merge into consummate, any Change of Control; or consolidate with it(c) acquire, or liquidate permit any of Borrower’s Subsidiaries to acquire, all or dissolvesubstantially all of the capital stock or property of another Person, except thatunless such acquisition is permitted pursuant to Section 6.14(a). Notwithstanding anything to the contrary in this Section 6.4, if at Borrower may consummate a transaction that will constitute a Change of Control so long as: (i) the time thereof Person that results from such Change of Control (the “Surviving Entity”) shall have executed and delivered to Lender an agreement in form and substance reasonably satisfactory to Lender, containing an assumption by the Surviving Entity of the due and punctual payment and performance of all Obligations and performance and observance of each covenant and condition of Borrower in the Loan Documents; (ii) all such obligations of the Surviving Entity to Lender shall be guaranteed by any Person that directly or indirectly owns or controls 50% or more of the voting stock of the Surviving Entity; (iii) immediately after giving effect thereto to such Change of Control, no Event of Default or, event which with the lapse of time or giving of notice or both, would result in an Event of Default shall have occurred and be continuing: (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity, (ii) any Guarantor may merge into or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the credit risk to Lender, in its sole discretion, with respect to the Obligations and the Collateral shall not be increased; and (v) Borrower or shall have provided to Lender notice of any Restricted Change in Control transaction no later than ten (10) days after entering into such transaction. In determining whether the proposed Change of Control would result in an increased credit risk, Lender may consider, among other things, changes in Borrower’s management team, employee base, access to equity markets, venture capital support, financial position and/or disposition of intellectual property rights which may reasonably be anticipated as a result of the Change of Control. In addition, (i) a Subsidiary may merge or consolidate into another Subsidiary and (ii) Borrower may consolidate or merge with any other Person in connection with a Permitted Acquisition, of Borrower’s Subsidiaries provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution.
Appears in 2 contracts
Samples: Loan and Security Agreement (Rani Therapeutics Holdings, Inc.), Loan and Security Agreement (Rani Therapeutics Holdings, Inc.)
Fundamental Changes. (a) The Borrower Parent will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing: , (i) any Restricted Subsidiary of the Borrower Parent may merge into with a Loan Party Person in connection with a transaction in which such Loan Party Permitted Acquisition so long as a Parent is the surviving entityPerson, (ii) a Borrower may merge with a Person in connection with a Permitted Acquisition so long as a Borrower is the surviving Person, (iii) any Guarantor wholly owned Subsidiary may merge into or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantor; another wholly owned Subsidiary, provided that if any party to such merger or consolidation involving is a Person that is not Loan Party, a Restricted Subsidiary immediately prior to such merger Loan Party shall not be permitted unless also permitted by Section 8.04the surviving Person, (iiiiv) any Restricted Subsidiary that is not (other than a Guarantor Loan Party) may (x) liquidate or dissolve if the Borrower Parent determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Parent and its Subsidiaries and is not materially disadvantageous to the Lenders or Lenders, (yv) any Subsidiary of the Parent which is not a Borrower may merge into or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party transaction permitted under Section 7.6 in which after giving effect to such transaction, the Borrower surviving entity is the continuing or surviving corporation not a Subsidiary and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (vvi) any Subsidiary which is not a Borrower may liquidate or dissolve after the transfer of all or substantially all of its assets to another Loan Party in a transaction permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, 7.6 if the Parent determines in good faith that such liquidation or dissolutiondissolution is in the best interest of the Parent and its Subsidiaries and the Administrative Agent determines that such liquidation or dissolution is not materially disadvantageous to the Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Tessco Technologies Inc), Credit Agreement (Tessco Technologies Inc)
Fundamental Changes. (a) The Borrower will notNo Credit Party shall, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, no Credit Party shall suffer or permit any other Person to merge into or of its Restricted Subsidiaries to, merge, consolidate with itor into, or liquidate convey, transfer, lease or dissolveotherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity, (ii) any Guarantor may merge into or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person in connection with Permitted Acquisitions and other Investments permitted hereunder, (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) including, without limitation, the Borrower Borrowers or any Restricted Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Person in connection with a Permitted Acquisition, Credit Party (other than Parents); provided that (x) if the any Borrower is a party to such transaction, such Borrower shall be the Borrower is the surviving or continuing or surviving corporation entity of such transaction, and (y6) transactions permitted by Sections 5.2 and 5.4; provided, further, that with respect to clauses (1), (2), (4) and (5) above, (x) if a Guarantor Parent is a party to such transaction, such Guarantor is either the Charah Parent or the Allied Parent shall be the surviving Person; or continuing entity, (y) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity (if being understood that, notwithstanding clause (x) above, if both a Parent and a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity) and (vz) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any permitted sale or disposition under of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 8.05 may be effectuated pursuant to a merger5.14, consolidation, liquidation or dissolutionthen the Borrowers shall provide notice within the time period specified in Section 5.14.
Appears in 2 contracts
Samples: Credit Agreement (Charah Solutions, Inc.), Credit Agreement (Charah Solutions, Inc.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) The the Borrower will not, and will not permit any Restricted Subsidiary to, may merge into or consolidate with any other PersonSubsidiary, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (i) any Restricted Subsidiary of provided that the Borrower shall be the continuing or surviving corporation, (b) Delaware Opco may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity, (ii) any Guarantor may merge into or consolidate with any Person in a transaction in which Subsidiary other than the surviving entity is or becomes a Guarantor; Borrower, provided that any such merger Delaware Opco shall be the continuing or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04surviving corporation, (iiic) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 subject to the Lenders or foregoing clauses (ya) and (b), any Loan Party may merge or consolidate with any other Person Loan Party, (c) any Foreign Subsidiary may be merged or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving Person, (d) any Foreign Subsidiary may be merged or consolidated with or into any other than Foreign Subsidiary; (e) any Subsidiary of a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) Party may merge with any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person Loan Party in connection with a Permitted AcquisitionAcquisition provided that, provided that (x) if such Permitted Acquisition involves the Borrower is a party to such transactionor Delaware Opco, the Borrower is or Delaware Opco, as applicable, shall be the continuing or surviving corporation, (f) any Loan Party may Dispose of any or all of its Property (upon voluntary liquidation or otherwise) to any other Loan Party, and (g) the Borrower may consummate the Reorganization pursuant to and in accordance with the following paragraph of this Section 8.04. Notwithstanding the foregoing, but subject to the following provisions of this paragraph, the Borrower will be permitted to effect an internal reorganization (the “Reorganization”) that will result in the Borrower becoming a Subsidiary of a Delaware corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may that will be effectuated pursuant to a merger, consolidation, liquidation or dissolution.accomplished as follows:
Appears in 2 contracts
Samples: Credit Agreement (Prometheus Laboratories Inc), Credit Agreement (Prometheus Laboratories Inc)
Fundamental Changes. (a) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary of its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the a Borrower may merge into a Loan Party Borrower in a transaction in which such Loan Party Borrower is the surviving entity, (ii) any Guarantor Loan Party (other than a Borrower) may merge into or consolidate with any Person Loan Party in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04Loan Party, (iii) any Restricted Subsidiary may transfer its assets to a Loan Party and any Subsidiary which is a non-Loan Party may transfer its assets to a non-Loan Party, (iv) any Subsidiary that is not a Guarantor Loan Party may (x) liquidate or dissolve 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 or Lenders, (yv) any non-Loan Party may merge into, or consolidate with any other Person (other than a with, another non-Loan Party), ; provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; 6.04, (ivvi) the any Borrower or any Restricted Subsidiary (other than a US Borrower) may merge into or consolidate with any other Person Borrower located in connection with a Permitted Acquisition, the same jurisdiction; provided that all actions reasonably required by the Administrative Agent in order to protect or perfect the security interest of the Collateral Agents in the Collateral have been taken, (xvii) if any Subsidiary that is not a Loan Party may merge into or consolidate with any Loan Party in a transaction in which the Borrower surviving entity is a party to such transactionLoan Party, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (vviii) any permitted sale Subsidiary that is not a Loan Party may merge, consolidate, liquidate or disposition under Section 8.05 dissolve and any Loan Party (other than a Borrower) may be effectuated pursuant merge or consolidate; provided that, with respect to a this clause (viii), (1) in each case, any such merger, consolidation, liquidation or dissolutiondissolution is, or the purpose of which is to effectuate, an investment or acquisition permitted by Section 6.04 or a disposition permitted by Section 6.05 and (2) with respect to any merger or consolidation of any Loan Party (other than with respect to a disposition permitted by Section 6.05), the surviving entity is a Loan Party and (ix) the Irish Borrower may dissolve if the Company determines in good faith that such dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders, so long as, with respect to this clause (ix), (1) the Irish Borrower is a Removed Borrower and (2) the Irish Borrower has no material assets or operations. Notwithstanding the foregoing, the OfficeMax Merger shall be permitted.
Appears in 2 contracts
Samples: Fourth Amendment (Office Depot Inc), Credit Agreement (Office Depot Inc)
Fundamental Changes. (a) The REIT Guarantor and the Borrower will not, and will not permit any Restricted Subsidiary of their respective Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the Capital Stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing: exist, (i) any Restricted Subsidiary of the Borrower or any Subsidiary may merge into with a Loan Party in Person if the Borrower (or such Subsidiary if the Borrower is not a transaction in which party to such Loan Party merger) is the surviving entityPerson, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (ii) any Guarantor Subsidiary may merge into or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantor; another Subsidiary, provided that if any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall not be permitted unless also permitted by Section 8.04the surviving Person, (iii) any Restricted Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Guarantor Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may (x) liquidate or dissolve if the Borrower REIT Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Borrower REIT Guarantor and is not materially disadvantageous to the Lenders or (y) merge or consolidate with any other Person (other than a Loan Party)Lenders; provided, provided further, that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution7.4.
Appears in 2 contracts
Samples: Credit Agreement (Community Healthcare Trust Inc), Credit Agreement (Community Healthcare Trust Inc)
Fundamental Changes. (a) The Borrower will not, and nor will not it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: that (i) any Restricted Subsidiary of the Borrower Person may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity, (ii) any Guarantor may merge into or consolidate with any Person Borrower in a transaction in which the surviving entity is a Person organized or existing under the laws of the United States of America, any State thereof or the District of Columbia and, if such surviving entity is not the Borrower, such Person expressly assumes, in writing, all the obligations of the Borrower under the Loan Documents, (ii) any Person may merge into any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger is a Subsidiary Loan Party or a Qualified Restricted Subsidiary, is or becomes a Guarantor; provided that any Subsidiary Loan Party and/or Qualified Restricted Subsidiary, as applicable, concurrently with such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04merger, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or Lenders, (yiv) any Restricted Subsidiary that is not a wholly owned Subsidiary may merge or consolidate with any other Person (other than a Loan Party), provided that (1) a such Restricted Subsidiary is repays any Indebtedness owing to any Loan Party prior to or in connection with such merger, (v) any asset sale permitted by Section 6.05(g) may be effected through the surviving Person merger of a subsidiary of the Borrower with a third party and (2vi) any Qualified Restricted Subsidiary may merge with any Person other than a Loan Party in connection with a Permitted Acquisition, provided that any such merger referred to in clauses (i), (ii) or consolidation (iv) above involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution6.04.
Appears in 2 contracts
Samples: Credit Agreement (NeoSpine Surgery, LLC), Capital Lease Agreement (Symbion Inc/Tn)
Fundamental Changes. (a) The Each of Goodyear and the European J.V. and each other Borrower will not, and will not permit any Restricted Subsidiary of its respective Consolidated Subsidiaries to, merge into into, amalgamate or consolidate with any other Person, or permit any other Person to merge into into, amalgamate or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) assets (including Capital Stock of Subsidiaries) constituting all or substantially all the assets of Goodyear and its Consolidated Subsidiaries, taken as a whole, or all or substantially all the assets of the European J.V. and its Consolidated Subsidiaries, taken as a whole, or, in the case of Goodyear or any Borrower, liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the Borrower that is not a J.V. Loan Party may merge into a Loan Party Goodyear in a transaction in which such Loan Party Goodyear is the surviving entitycorporation, (ii) any Guarantor Restricted Subsidiary may merge into or consolidate with any Person other Restricted Subsidiary in a transaction in which the surviving entity is or becomes a GuarantorRestricted Subsidiary; provided except that (A) no US Subsidiary may merge into a Foreign Subsidiary, (B) neither the European J.V. nor any such merger or consolidation involving Restricted J.V. Subsidiary may merge into a Person Restricted Subsidiary that is not the European J.V. or a Restricted J.V. Subsidiary (other than a merger of a Restricted J.V. Subsidiary into a Restricted Subsidiary immediately prior to that will become a Restricted J.V. Subsidiary upon the consummation of such merger shall not be permitted unless also permitted by Section 8.04, merger) and (iiiC) any no J.V. Loan Party may merge into a Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person J.V. Loan Party (other than a Restricted Subsidiary that will become a J.V. Loan PartyParty upon the consummation of such merger), provided that (1iii) any sale of a Restricted Subsidiary is the surviving Person and (2) any made in accordance with Section 6.04 may be effected by a merger of such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; and (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisitionsell, transfer, lease or otherwise dispose of its assets to Goodyear or to another Restricted Subsidiary; provided that (x) if any Investment that takes the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to form of a merger, consolidationamalgamation or consolidation (other than any merger, liquidation amalgamation or dissolution.consolidation involving Goodyear) expressly permitted by Section 6.02 shall be permitted by this Section 6.08. 114
Appears in 2 contracts
Samples: Revolving Credit Agreement (Goodyear Tire & Rubber Co /Oh/), Revolving Credit Agreement (Goodyear Tire & Rubber Co /Oh/)
Fundamental Changes. (a) The Borrower will not, and nor will not it permit any of its Restricted Subsidiary Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: , (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party the Borrower in a transaction in which such Loan Party the Borrower is the surviving entity, (ii) any Subsidiary Guarantor may merge into into, or consolidate with with, any Person in other Loan Party, (iii) any Restricted Subsidiary may transfer its assets to a transaction in Loan Party and any Restricted Subsidiary which the surviving entity is or becomes a Guarantornot a Loan Party may transfer its assets to another Restricted Subsidiary; provided that any such merger or consolidation transfer involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.046.04 and Section 6.05, (iiiiv) any Restricted Subsidiary that is not a Guarantor Loan Party may (x) liquidate or dissolve 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 or Lenders, (yv) any Restricted Subsidiary which is not a Loan Party may merge into, or consolidate with any other Person (other than with, another Restricted Subsidiary which is not a Loan Party), ; provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; 6.04 and Section 6.05, (ivvi) the Borrower or any Restricted Subsidiary that is not a Loan Party may merge into or consolidate with any other Person Loan Party in connection with a Permitted Acquisition, provided that (x) if transaction in which the Borrower surviving entity is a party to such transactionLoan Party, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (vvii) any permitted sale Restricted Subsidiary that is not a Loan Party may merge, consolidate, liquidate or disposition under Section 8.05 dissolve and any Subsidiary Guarantor may be effectuated pursuant merge or consolidate; provided that, with respect to a this clause (vii), (1) in each case, any such merger, consolidation, liquidation or dissolutiondissolution is, or the purpose of which is to effectuate (x) an investment or acquisition otherwise permitted by Section 6.04 or (y) a disposition otherwise permitted by Section 6.05 and (2) with respect to any merger or consolidation of any Subsidiary Guarantor (other than with respect to a disposition permitted by Section 6.05), the surviving entity is a Loan Party, (viii) the Borrower or any of its Restricted Subsidiaries may transfer its assets as part of the Permitted Restructuring Transactions and (ix) the Escrow Borrower may liquidate or dissolve or merge into, or consolidate with, Staples or a Subsidiary following the effectiveness of the Borrower Assumption Agreement on the Acquisition Effective Date.
Appears in 2 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement (Staples Inc)
Fundamental Changes. (a) The Neither Holdings nor the Borrower will, nor will not, and will not they permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the Borrower Person may merge into a Loan Party or consolidate with Holdings or the Borrower in a transaction in which such Loan Party Holdings or the Borrower is the surviving entity, (ii) any Guarantor Person (other than Holdings or the Borrower) may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party, (iii) any Subsidiary (other than the Borrower) may merge into or consolidate with any Person in a transaction permitted under Section 6.05 in which which, after giving effect to such transaction, the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04, Subsidiary; (iiiiv) any Restricted Subsidiary that is not (other than the Borrower) may merge, consolidate or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 6.04, provided, that, the continuing or surviving Person shall be a Guarantor Subsidiary Loan Party; (v) any Subsidiary (other than the Borrower) may (x) liquidate or dissolve if the Borrower Holdings determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Holdings and is not materially disadvantageous to the Lenders or (y) merge or consolidate with any other Person (other than a Loan Party)Lenders; provided, provided that (1) a Restricted Subsidiary is the surviving Person and (2) that, any such merger or consolidation otherwise permitted pursuant to the foregoing provisions involving a Person that is not a Restricted wholly-owned Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 8.04; (iv) the Borrower 6.04 or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation 6.05 and (yvi) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; Holdings and (v) its Subsidiaries may consummate any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolutionPermitted Reorganization.
Appears in 2 contracts
Samples: Credit Agreement (Trinet Group, Inc.), Credit Agreement (Trinet Group Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) The the Borrower will notmay merge or consolidate with any of its Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, and will not permit (b) any Restricted Subsidiary to, Loan Party other than the Borrower may merge into or consolidate with any other Loan Party other than the Borrower, (c) any Foreign Subsidiary may be merged or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving Person, (d) any Foreign Subsidiary may be merged or permit consolidated with or into any other Person to merge into or consolidate with itForeign Subsidiary, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (ie) any Restricted Subsidiary of the Borrower may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity, (ii) any Guarantor may merge into or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person Party in connection with a Permitted AcquisitionAcquisition provided that, provided that (x) if such Permitted Acquisition involves the Borrower, the Borrower is shall be the continuing or surviving corporation, (f) any Loan Party may Dispose of any or all of its Property (upon voluntary liquidation or otherwise) to the Borrower, and (g) the Borrower may consummate the Reorganization pursuant to and in accordance with the following paragraph of this Section 8.04. Notwithstanding the foregoing, but subject to the following provisions of this paragraph, the Borrower will be permitted to effect an internal reorganization that will result in the parent company (currently the Borrower) changing its state of incorporation from California to Delaware and that will be accomplished either by (a) the Borrower merging with and into a party new wholly-owned Subsidiary of the Borrower, which Subsidiary (i) will be incorporated in the state of Delaware and the surviving corporation of such merger, (ii) shall, as a result of such merger, assume by operation of law all of the rights and obligations of the Borrower under the Agreement, and (iii) shall, immediately after the consummation of such merger, have management and controlling ownership substantially similar to that of the Borrower immediately prior to the consummation of such merger or (b) the Borrower becoming a wholly-owned Subsidiary of a new holding company incorporated in the State of Delaware, the outstanding capital stock of which holding company will be owned by the current shareholders of the Borrower (either such transaction, the "Reorganization"). The Lenders hereby agree that the Borrower is shall be permitted to consummate the continuing or surviving corporation Reorganization so long as (i) the consummation of the Reorganization shall not result in a material and adverse impact to the interests of the Administrative Agent and/or the Lenders under this Agreement and the other Loan Documents and (yii) the management and controlling ownership of the Borrower (or new parent corporation, if applicable) immediately after the consummation of the Reorganization are substantially similar to that of the Borrower immediately prior to the consummation of the Reorganization. The Loan Parties hereby agree (i) to provide the Administrative Agent and the Lenders with such additional information and documents related to the Reorganization as may be reasonably requested by the Administrative Agent and/or any Lender and (ii) to execute and deliver (or to cause to be executed and delivered) prior to or concurrently with the consummation of the Reorganization such appropriate amendments, corporate authority documents and other supporting documents to or under this Agreement or the other Loan Documents evidencing any changes made necessary by the consummation of the Reorganization (including, without limitation, (A) in the event the Borrower merges with and into a new wholly-owned Subsidiary of the Borrower, a legal opinion of Borrower's counsel, in form and substance reasonably acceptable to the Administrative Agent's legal counsel, addressing the enforceability of the Loan Documents with respect to such surviving Subsidiary and (B) in the event that the Borrower becomes a wholly-owned subsidiary of a new parent holding company incorporated in Delaware, such new parent holding company will become a Guarantor is hereunder and, subject to any applicable limitations set forth in Section 7.14 and/or the Collateral Documents, cause all of its owned and leased real and personal Property to be subject to a party first priority, perfected lien in favor of the Administrative Agent to secure the Obligations, including without limitation 100% of the issued and outstanding Equity Interests of the Borrower owned by such transaction, new parent holding company) and such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 other changes as may be effectuated pursuant mutually agreed to a mergerby the Borrower (or its successor, consolidationif applicable) and the Administrative Agent, liquidation each in form and substance reasonably acceptable to the Borrower (or dissolutionits successor, if applicable), the Administrative Agent and the Required Lenders. The Borrower acknowledges that the agreement of the Lenders evidenced in this paragraph is given in reliance upon the foregoing conditions and agreements and shall be deemed revoked if any such condition or agreement is breached.
Appears in 2 contracts
Samples: Credit Agreement (Prometheus Laboratories Inc), Credit Agreement (Prometheus Laboratories Inc)
Fundamental Changes. (a) The Borrower will notMerge, and will not permit any Restricted Subsidiary todissolve, merge liquidate, consolidate or amalgamate with or into or consolidate with any other another Person, or permit Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person to merge into or consolidate with it, or liquidate or dissolvePerson, except that, if at the time thereof and immediately after giving effect thereto so long as no Default shall have occurred and be continuingexists or would result therefrom: (a) any Subsidiary (other than the Borrower) may merge, consolidate or amalgamate with (i) any Restricted Subsidiary one of the Borrower may merge into a Loan Party in a transaction in which Parties, provided such Loan Party is shall be the continuing or surviving entityPerson, or (ii) any Guarantor may merge into one or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any more other Person (other than a Loan Party)Subsidiaries, provided that (1) a Restricted Subsidiary when any Guarantor is the surviving Person and (2) any such merger merging, consolidating or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge amalgamating with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transactionanother Subsidiary, the Borrower is Guarantor shall be the continuing or surviving corporation Person; (b) the Borrower may merge, consolidate or amalgamate with one of the Loan Parties or a Subsidiary, provided (i) the Borrower shall be the continuing or surviving Person or (ii) a Domestic Subsidiary shall be the continuing or surviving Person and shall become the Borrower, subject to the consent of the Administrative Agent and each Lender required by Section 10.06(a); (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Limited or any Subsidiary; provided that (i) if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor and (yii) if the transferor in such a Guarantor is a party to such transaction, such Guarantor transaction is the surviving PersonBorrower, then the transferee must be a Domestic Subsidiary that becomes the Borrower, subject to the consent of the Administrative Agent and each Lender required by Section 10.06(a); and (vd) Limited or any Subsidiary may make any Acquisition or Disposition permitted sale by Section 7.02 or disposition under 7.05 (other than Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution.7.05(f)). 7.05
Appears in 2 contracts
Samples: Credit Agreement (Helen of Troy LTD), Credit Agreement (Helen of Troy LTD)
Fundamental Changes. (aA) The Borrower will notNo Intermediate Parent shall, and will not nor shall it permit any Restricted Subsidiary of its Subsidiaries to, merge into directly or indirectly, merge, dissolve, liquidate, consolidate with any other or into another Person, or permit Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person to merge into or consolidate with it, or liquidate or dissolvePerson, except that, if at the time thereof and immediately after giving effect thereto so long as no Default shall have occurred and be continuing: exists or would result therefrom, (i) any Restricted Subsidiary of the a Borrower may merge merge, liquidate or dissolve into, or consolidate with (1) such Borrower, provided that such Borrower shall be the continuing or surviving Person or (2) any one or more other Subsidiaries of such Borrower, provided that if any such Person is a Subsidiary Guarantor and is merging with, liquidating into or consolidating with another Subsidiary of such Borrower that is not a Loan Party in a transaction in which Subsidiary Guarantor, such Loan Party is Subsidiary Guarantor shall be the continuing or surviving entity, Person and (ii) any Guarantor may merge into or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person Subsidiary of SPT Acquisitions Holdco that is not a Restricted Subsidiary immediately prior to such merger Direct Owner of an Eligible Property Asset may merge, liquidate or dissolve into, or consolidate with (1) SPT Acquisitions Holdco, provided that SPT Acquisitions Holdco shall not be permitted unless also permitted by Section 8.04the continuing or surviving Person, (iii2) any Restricted one or more other Subsidiaries of SPT Acquisitions Holdco, provided that if any such Person is a Subsidiary Guarantor and is merging with, liquidating into or consolidating with another Subsidiary of SPT Acquisitions Holdco that is not a Subsidiary Guarantor, such Subsidiary Guarantor may (x) liquidate shall be the continuing or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2iii) if the Equity Interests of any Person involved in such merger, liquidation or consolidation are Collateral under the Pledge Agreement, then the Equity Interests of the survivor of such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolutionEquity Interests of the Person to whom the other Subsidiary has liquidated into, as applicable, shall be pledged as Collateral under the Pledge Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Starwood Property Trust, Inc.), Credit Agreement (Starwood Property Trust, Inc.)
Fundamental Changes. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the Borrower or any Subsidiary may merge into with a Loan Party in a transaction in which such Loan Party Person if (x) the Borrower is the surviving entityPerson or (y) if the Borrower is not a party to such merger, such Subsidiary is the surviving Person or the surviving Person shall become a Subsidiary Loan Party pursuant to Section 5.11, (ii) any Guarantor Subsidiary may merge into or consolidate with another Subsidiary; provided, that if any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall not be permitted unless also permitted by the surviving Person or the surviving Person shall become a Subsidiary Loan Party pursuant to Section 8.045.11, (iii) any Restricted Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Guarantor Subsidiary Loan Party or in connection with a Disposition permitted pursuant to Section 7.6 and (iv) any Subsidiary (other than a Subsidiary Loan Party) may (x) liquidate or dissolve 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 or (y) merge or consolidate with Lenders; provided, that any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation permitted pursuant to this Section 7.3 involving a Person that is not a Restricted wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution7.4.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Strayer Education Inc), Revolving Credit and Term Loan Agreement (Strayer Education Inc)
Fundamental Changes. The Company shall not, and shall not suffer or permit any of its Restricted Subsidiaries to, enter into any merger, consolidation, amalgamation, or sale of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), except (a) The Borrower will notin connection with (i) a Disposition permitted by Section 7.03 (other than Section 7.03(i)(A)), (ii) an Investment permitted by Section 7.09 (other than Section 7.09(q)(ii)) or (iii) a Restricted Payment permitted by Section 7.08 and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, (b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: , (i) any Restricted Subsidiary of Guarantor may merge, consolidate or amalgamate into the Borrower may merge into a Loan Party Company in a transaction in which such Loan Party the Company is the surviving entity, (ii) any Subsidiary Guarantor may merge merge, consolidate or amalgamate into or consolidate with any Person Restricted Subsidiary in a transaction in which the surviving entity is or becomes a Subsidiary Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04, (iii) any two Restricted Subsidiaries that are not Subsidiary Guarantors may merge, consolidate or amalgamate, (iv) any Restricted Subsidiary that is not a Subsidiary Guarantor may (x) liquidate liquidate, wind up, dissolve or dissolve if transfer all or substantially all of its assets so long as the Borrower determines in good faith that assets of such liquidation Restricted Subsidiary are distributed or dissolution is in the best interests of the Borrower and is not materially disadvantageous transferred to the Lenders Company or any of its Restricted Subsidiaries, (yv) merge any Subsidiary Guarantor may liquidate, wind up, dissolve or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted transfer all or substantially all of its assets so long as the assets of such Subsidiary is Guarantor are distributed or transferred to the surviving Person Company or another Subsidiary Guarantor and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (ivvi) the Borrower Company or any Restricted Subsidiary may merge with any other Person in connection order to effect the designation of a Restricted Subsidiary as an Unrestricted Subsidiary or an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution6.15.
Appears in 2 contracts
Samples: Credit Agreement (NMI Holdings, Inc.), Guarantee and Security Agreement (NMI Holdings, Inc.)
Fundamental Changes. (a) The Neither Holdings nor the Borrower will, nor will not, and will not they permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, consummate a Division as the Dividing Person or otherwise or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: , (i) any Restricted Subsidiary of Person may merge with and into the Borrower may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity, (ii) any Guarantor may merge into or consolidate with any Person in a transaction in which the surviving entity is a Person organized or existing under the laws of the United States of America, any State thereof or the District of Columbia and, if such surviving entity is not the Borrower, such Person expressly assumes, in writing, all the obligations of the Borrower under the Loan Documents, (ii) any Person may merge with and into any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger is a Subsidiary Loan Party, is or becomes a Guarantor; provided that any Subsidiary Loan Party concurrently with such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04merger, (iii) any Restricted Subsidiary that is not (other than a Guarantor Subsidiary Loan Party) may (x) liquidate or dissolve (whether effected pursuant to a Division or otherwise) 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 or Lenders, (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2iv) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also asset sale permitted by Section 8.04; 6.05 or Investment permitted by Section 6.04 may be effected through the merger of a subsidiary of the Borrower with a third party,(v) the Merger shall be permitted and (ivvi) the Borrower or any Restricted Subsidiary may merge with any other consummate a Division as the Dividing Person in connection with a Permitted Acquisitionif, provided that immediately upon the consummation of the Division, (x) the assets of the applicable Dividing Person are held by the Borrower or one or more Restricted Subsidiaries at such time and, if the Borrower Dividing Person is a party to such transaction, the Borrower and is not a Division Successor, (A) one of the continuing Division Successors of the Borrower organized or surviving corporation existing under the laws of the United States of America, any State thereof or the District of Columbia expressly assumes, in writing, all the obligations of the Borrower under the Loan Documents and (B) the Division Successor described in the immediately preceding subclause (A) shall (1) own, directly or indirectly, all of the assets (including, without limitation, any Equity Interests) owned by the Borrower immediately prior to the Division or (2) with respect to any assets not so owned by such Division Successor pursuant to the immediately preceding subclause (1), such Division, shall comply with the immediately succeeding clause (y), or, (y) if a Guarantor is a party with respect to such transactionassets not held by the Borrower or one or more Restricted Subsidiaries, such Guarantor is Division, in the surviving Person; and aggregate, would otherwise be permitted by this Section 6.03 (v) any permitted sale or disposition under without reliance on this subclause (vi)), Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution6.04 and/or Section 6.05.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Select Medical Holdings Corp), First Lien Credit Agreement (Select Medical Corp)
Fundamental Changes. (a) The Borrower will not, and will not permit any Restricted Subsidiary of its Material Subsidiaries to, consolidate with, merge into into, or consolidate with sell all or substantially all of the assets of the Borrower or any Material Subsidiary (whether in a single transaction or in a series of related transactions) to any other Person, Person or permit any other Person to merge into the Borrower or any of its Material Subsidiaries, except that: the Borrower or any of its Material Subsidiaries may merge or consolidate with it, one another or liquidate or dissolve, except that, if at the time thereof any other Person so long as (i) both before and immediately after giving effect thereto to such merger or consolidation, no Default or Event of Default shall have occurred and be continuing: (i) any Restricted Subsidiary of the Borrower may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity, (ii) any Guarantor may merge into in the case of a merger or consolidate with any Person in a transaction in which consolidation involving the Borrower, the Borrower is the surviving entity is or becomes Person, (iii) in the case of a Guarantor; provided that any such merger or consolidation involving a Subsidiary Guarantor, the Subsidiary Guarantor is the surviving Person that (unless the respective Subsidiary Guarantor is not a Restricted Subsidiary immediately prior to such merger shall not merging into or consolidating with the Borrower (in which case the Borrower will be permitted unless also permitted by Section 8.04the survivor thereof)), (iiiiv) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests case of a merger or consolidation involving a Material Subsidiary, the Borrower and is not materially disadvantageous to the Lenders or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Material Subsidiary is the surviving Person and (2) any such merger unless the respective Material Subsidiary is merging into or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) consolidating with the Borrower or any Restricted a Subsidiary may merge with any other Person Guarantor (in connection with a Permitted Acquisition, provided that (x) if which case the Borrower is a party to such transactionor the respective Subsidiary Guarantor, as the Borrower is case may be, will be the continuing or surviving corporation and (ysurvivor thereof)) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) in the case of a merger or consolidation with or involving a Material Subsidiary or any permitted sale third Person, such merger or disposition under Section 8.05 consolidation, as the case may be effectuated be, is consummated pursuant to a mergeran arm's length transaction and the Borrower or the Subsidiary receives at least fair market value therefor (as determined in good faith by the Borrower or such Subsidiary, consolidation, liquidation or dissolutionas the case may be).
Appears in 2 contracts
Samples: Credit Agreement (Waters Corp /De/), Credit Agreement (Waters Corp /De/)
Fundamental Changes. (a) The Borrower Loan Parties will not, and will not permit any of their Restricted Subsidiary Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that (x) Investments pursuant to Section 7.4(h) are permitted and (y) if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Event of Default shall have occurred and be continuing: , (i) the Borrower or any Restricted Subsidiary of may merge with a Person if the Borrower may merge into (or a Loan Party in Restricted Subsidiary if the Borrower is not a transaction in which party to such Loan Party merger) is the surviving entityPerson, (ii) any Guarantor Restricted Subsidiary may merge into or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantoranother Restricted Subsidiary; provided that if any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior party to such merger is a Guarantor, the Guarantor shall not be permitted unless also permitted by Section 8.04the surviving Person, (iii) any Restricted Subsidiary that is not may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Guarantor Guarantor, and (iv) to the extent it has sold, transferred or otherwise disposed of all of its assets to the Borrower or to a Guarantor, any Restricted Subsidiary may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party)Lenders; provided, provided further, that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.047.4; (iv) provided, further, that the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may Closing Date Merger shall be effectuated pursuant to a merger, consolidation, liquidation or dissolutionpermitted.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Repay Holdings Corp), Revolving Credit and Term Loan Agreement (Repay Holdings Corp)
Fundamental Changes. (a) The Borrower No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: continuing (i) any Restricted Subsidiary of the Borrower or other Person may merge into a any Loan Party in a transaction in which such Loan Party is the surviving entity (or if a Borrower is a party to such merger, thanthen such Borrower shall be the surviving entity), (ii) any Guarantor U.S. Loan Party (other than a Borrower) may merge into or consolidate with any Person other U.S. Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any UK Borrower may merge into (x) any other UK Borrower in a transaction in which the surviving entity is a UK Borrower or becomes (y) during any period that is not a GuarantorUK Borrowing Base Activation Period, any other Restricted Subsidiary, (iv) any Restricted Subsidiary that is not a Loan Party may merge into another Restricted Subsidiary that is not a Loan Party and (v) any Restricted Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower which owns such Restricted Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of such Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a Restricted wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution6.04.
Appears in 2 contracts
Samples: Credit Agreement (Tetra Technologies Inc), Credit Agreement (Tetra Technologies Inc)
Fundamental Changes. Except in connection with a Disposition permitted by Section 8.05, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.13, (a) The the Borrower will notmay merge or consolidate with any of its Restricted Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, and will not permit (b) any Restricted Subsidiary to, Loan Party other than the Borrower may merge into or consolidate with any other PersonLoan Party other than the Borrower, (c) any Consolidated Party which is not a Loan Party may be merged or permit consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Loan Party may be merged or consolidated with or into any other Person to merge into or consolidate with itConsolidated Party which is not a Loan Party, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (ie) any Restricted Subsidiary of the Borrower may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity, (ii) any Guarantor may merge into or consolidate with any Person in a transaction in which the surviving entity is or becomes a Guarantor; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be Loan Party in connection with a Disposition permitted unless also permitted by under Section 8.048.05, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (ivf) the Borrower or any Restricted Subsidiary of the Borrower may merge with any Person other Person than a Consolidated Party in connection with a Permitted Acquisition, provided that (x) if an Acquisition by the Borrower is a party or any Restricted Subsidiary of the Borrower permitted pursuant to the terms of Section 8.02(g) provided that, if such transactiontransaction involves the Borrower, the Borrower is shall be the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (vg) any permitted sale Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidationwind up its affairs at any time provided that such dissolution, liquidation or dissolutionwinding up, as applicable, could not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Ameron International Corp), Credit Agreement (Ameron International Corp)
Fundamental Changes. (a) The Borrower will notEnter into any merger, and will not permit any Restricted Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or liquidate reorganize itself in any non-U.S. jurisdiction, or dissolveDispose of all or substantially all of the property or business of the Group Members, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing: continuing or would result therefrom (i) any Restricted Subsidiary of the Borrower Person other than a Qualified Asset Guarantor may merge into a Loan Party the Borrower in a transaction in which such Loan Party the Borrower is the surviving entitycorporation, (ii) any Guarantor Person other than the Borrower or the Company may merge into or consolidate with any Person Subsidiary in a transaction in which the surviving entity is or becomes a GuarantorSubsidiary; provided that any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior if one of the parties to such merger is (x) an Other Guarantor, the Other Guarantor shall not be permitted unless also permitted by Section 8.04the surviving entity and (y) a Qualified Asset Guarantor, the Qualified Asset Guarantor shall be the surviving entity, (iii) any Restricted Non-Qualified Asset Subsidiary may Dispose of its assets to the Borrower or to another Subsidiary; provided that if one of the parties to such transaction is a Guarantor, either (1) the Guarantor shall be the transferee or (2) the transaction is permitted by Section 9.12, (iv) any Subsidiary which is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party)Borrower, provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale Subsidiary other than a Qualified Asset Guarantor may liquidate or disposition under Section 8.05 may be effectuated pursuant dissolve; provided that (A) if such Subsidiary is an Other Guarantor, all of the assets of such Subsidiary are transferred to a mergerLoan Party and (B) if such Subsidiary is not an Other Guarantor, consolidation, liquidation all of the assets of such Subsidiary are transferred to the Borrower or dissolutionone of its Subsidiaries.
Appears in 2 contracts
Samples: Credit Agreement (Americold Realty Trust), Credit Agreement (Americold Realty Trust)
Fundamental Changes. (a) The Borrower Company will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with or amalgamate into any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any such Restricted Subsidiary (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing: continuing (i) the Company or any such Restricted Subsidiary of the Borrower may merge into or amalgamate with a Loan Party in Person if the Company (or such Restricted Subsidiary if the Company is not a transaction in which party to such Loan Party merger) is the surviving entityPerson (provided that in the case of an Acquisition permitted by Section 6.04 by a Subsidiary Guarantor, the acquired company may be the surviving Person so long as such acquired company becomes a Subsidiary Guarantor as required by Section 5.10(a)), (ii) any Guarantor such Restricted Subsidiary may merge or amalgamate into another Restricted Subsidiary; provided, that (A) if any party to such merger or consolidate with any Person in amalgamation is a transaction in which Canadian Borrower or a Subsidiary Guarantor, such Canadian Borrower or such Subsidiary Guarantor (as applicable) shall be the surviving entity Person (and if the non-surviving Restricted Subsidiary was also a Subsidiary Guarantor, the Administrative Agent, upon such event and at the request and expense of the Company and/or the applicable Canadian Borrower or the surviving Subsidiary Guarantor, will execute such documents as shall be acceptable to the Administrative Agent and its counsel releasing the non-surviving Subsidiary Guarantor from its obligations under the Subsidiary Guaranty) or (B) if any party to such merger or amalgamation is not a Subsidiary Guarantor, the surviving Person shall execute and deliver to the Administrative Agent an agreement guaranteeing payment of the Obligations in form and substance satisfactory to the Administrative Agent and the Required Lenders to the extent required under Section 5.10(a), (iii) any such Restricted Subsidiary may sell, transfer, lease or becomes otherwise dispose of all or substantially all of its assets to the Company, a Canadian Borrower or to a Subsidiary Guarantor, and (iv) any such Restricted Subsidiary (other than a Canadian Borrower or a Subsidiary Guarantor) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided provided, that any such merger or consolidation amalgamation involving a Person that is not a Wholly-Owned Subsidiary that is a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04, (iii) any Restricted Subsidiary that is not a Guarantor may (x) liquidate or dissolve 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 or (y) merge or consolidate with any other Person (other than a Loan Party), provided that (1) a Restricted Subsidiary is the surviving Person and (2) any such merger or consolidation involving a Person that is not a Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.04; (iv) the Borrower or any Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving corporation and (y) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person; and (v) any permitted sale or disposition under Section 8.05 may be effectuated pursuant to a merger, consolidation, liquidation or dissolution6.04.
Appears in 2 contracts
Samples: Credit Agreement (Watsco Inc), Credit Agreement (Watsco Inc)
