Common use of Limitation on Mergers and Consolidations Clause in Contracts

Limitation on Mergers and Consolidations. (a) Neither LGSC nor the Borrower will merge, amalgamate or consolidate with or into (whether or not LGSC or the Borrower is the surviving corporation), or convey, transfer or lease all or substantially all of its assets to, any Person, unless: (i) LGSC or the Borrower, as applicable, is the surviving person or the resulting, surviving or transferee Person (the “Successor Person”) is a corporation organized and existing under the laws of Canada, any Province of Canada, the United States of America, any State of the United States or the District of Columbia; (ii) the Successor Person (if not LGSC or the Borrower) will expressly assume, by documentation executed and delivered to the Administrative Agent, in form reasonably satisfactory to the Administrative Agent, all the obligations of LGSC or the Borrower, as applicable, under this Credit Agreement and the Collateral Documents (as applicable) and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by Applicable Law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Person, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the applicable PPSA, the CCQ, the UCC or other similar statute or regulation of the relevant states or jurisdictions; (iii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Person or any Subsidiary of the Successor Person as a result of such transaction as having been Incurred by the Successor Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iv) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four quarter period, the Credit Parties shall have a pro forma Liquidity Ratio for the next 12 months of not less than 1.1 to 1.0; (v) each Guarantor (unless it is the other party to the transactions above, in which case the next succeeding paragraph shall apply) shall have by documentation in form and substance reasonably satisfactory to the Administrative Agent, confirmed that its Guarantee under Article 9 of this Credit Agreement shall apply to such Person’s obligations in respect of this Credit Agreement and shall have by written agreement confirmed that its obligations under the Collateral Documents Agreement shall continue to be in effect and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by Applicable Law to preserve and protect the Lien on the Collateral owned by such Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the applicable PPSA, the CCQ, the UCC or other similar statute or regulation of the relevant provinces, states or jurisdictions; and (vi) the Borrower shall have delivered to the Administrative Agent an Officer’s Certificate stating that such merger, amalgamation, consolidation, conveyance or transfer and such supplemental documentation (if any) comply with the terms of this Credit Agreement and any other documentation and other information about the Successor Person as shall have been reasonably required by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation, including the Patriot Act and the PCML Act. (b) Notwithstanding clause (iii) and (iv) of the preceding Section 7.6(a): (i) any Restricted Subsidiary may merge with, amalgamate with, consolidate with or into or transfer all or part of its properties and assets to LGSC or the Borrower so long as no Capital Stock of the Restricted Subsidiary is distributed to any Person other than LGSC or the Borrower or another Restricted Subsidiary; and (ii) the Borrower may merge with, amalgamate with or consolidate with an Affiliate of LGSC solely for the purpose of reincorporating, reorganizing, continuing or otherwise causing the Borrower to become an entity governed by the federal laws of Canada, a Province or territory of Canada or a State or territory of the United States or the District of Columbia, so long as the amount of Indebtedness of LGSC and its Restricted Subsidiaries is not increased thereby; provided that, in the case of a Restricted Subsidiary that merges, amalgamates or consolidates into the Borrower, the Borrower will not be required to comply with Section 7.6(a)(iv); provided, further, that, in the event the Borrower is reincorporated, reorganized, continued or is otherwise caused to become an entity governed by the federal laws of Canada or a Province or territory of Canada, the Administrative Agent shall have received any documentation reasonably requested by it to (x) to preserve and protect the Lien on the Collateral pledged by or transferred to the surviving entity and (y) satisfy any applicable “know your customer” and anti-money laundering rules and regulations and other regulatory requirements applicable to Canadian borrowers, including the PCML Act. (c) The Borrower and LGSC will not, and will not permit any Guarantor to, merge, amalgamate or consolidate with or into (whether or not the Borrower or such Guarantor is the surviving corporation), or convey, transfer or lease all or substantially all of its properties to any Person (other than with or into, or to, the Borrower or a Guarantor) unless: (i) if such entity remains a Guarantor, the resulting, surviving or transferee Person (the “Successor Guarantor”) will be a corporation, partnership, trust or limited liability company organized and existing under the laws of Luxembourg, any country within the United Kingdom, Canada, a Province of Canada, the United States of America, any State of the United States or the District of Columbia or the jurisdiction of organization of such Guarantor and shall assume by written agreement all the obligations of such Guarantor under the Collateral Documents (as applicable) and shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by Applicable Law to preserve and protect the Lien on the Collateral pledged by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interest in such Collateral which may be perfected by the filing of a financing statement or similar document under the applicable PPSA, the CCQ, the UCC or other similar statute or regulation of the relevant states, provinces or jurisdictions in each case in a form reasonably satisfactory to the Administrative Agent; (ii) the Successor Guarantor, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Credit Agreement and its Guarantee under Article 9 hereof pursuant to an Instrument of Assumption and Joinder and supporting documentation in form and substance reasonably satisfactory to the Administrative Agent; (iii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; and (iv) the Borrower will have delivered to the Administrative Agent an Officer’s Certificate stating that such consolidation, merger, winding up or disposition and such supplemental documentation (if any) comply with the terms of this Credit Agreement. Except as otherwise described in this Credit Agreement, the Successor Guarantor shall succeed to, and be substituted for, such Guarantor under this Credit Agreement and the Guarantee of such Guarantor. Notwithstanding this Section 7.6(c), without complying with any of clauses (i)-(iv) of this Section 7.6(c), any Guarantor (other than LGSC) may merge, amalgamate or consolidate with or into or transfer all or part of its properties and assets (A) to another Guarantor or the Borrower or (B) to any other Person in a transaction permitted by Section 7.8 or by the definition of the term “Asset Sale”. Additionally, notwithstanding this Section 7.6(c), any Guarantor (other than LGSC) may merge, amalgamate or consolidate with a Restricted Subsidiary solely for the purpose of reincorporating, reorganizing, continuing or otherwise causing such Guarantor to become an entity governed by the federal laws of Canada, a Province or territory of Canada or a State of the United States or the District of Columbia, as long as the amount of Indebtedness of such Guarantor and its Restricted Subsidiaries is not increased thereby. (d) The Borrower or a Guarantor (other than LGSC), as the case may be, will be released from its obligations under this Credit Agreement and its Guarantee under Article 9 hereof, as the case may be, and the Successor Person or Successor Guarantor, as the case may be, will succeed to, and be substituted for, and may exercise every right and power of, the Borrower or a Guarantor, as the case may be, under this Credit Agreement, the Guarantee under Article 9 hereof and the Collateral Documents; provided that, in the case of a lease of all or substantially all its assets, the Borrower will not be released from the obligation to pay the principal of and interest on the Loans and a Guarantor will not be released from its obligations under Article 9 hereof.

Limitation on Mergers and Consolidations. (a) Neither LGSC the Parent nor the Borrower will merge, amalgamate or consolidate with or into (whether or not LGSC the Parent or the Borrower is the surviving corporation), or convey, transfer or lease all or substantially all of its assets to, any Person, unless: (i) LGSC The Parent or the Borrower, as applicable, is the surviving person or the resulting, surviving or transferee Person (the “Successor Person”) is a corporation organized and existing under the laws of Canada, any Province of Canada, the United States of America, any State of the United States or the District of Columbia; (ii) the Successor Person (if not LGSC the Parent or the Borrower) will expressly assume, by documentation executed and delivered to the Administrative Agent, in form reasonably satisfactory to the Administrative Agent, all the obligations of LGSC the Parent or the Borrower, as applicable, under this Credit Agreement and the Collateral Documents (as applicable) and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by Applicable Law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Person, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the applicable PPSA, the CCQ, the UCC or other similar statute or regulation of the relevant states or jurisdictions; (iii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Person or any Subsidiary of the Successor Person as a result of such transaction as having been Incurred by the Successor Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iv) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four four-quarter period, the Credit Parties Parent (including any Successor Person) shall have a pro forma Liquidity Ratio be in compliance with the financial ratios set forth in Section 7.9(a), (b) and (c) for the next 12 months of not less than 1.1 to 1.0relevant fiscal quarter on a Pro Forma Basis; (v) each Guarantor (unless it is the other party to the transactions above, in which case the next succeeding paragraph shall apply) shall have by documentation in form and substance reasonably satisfactory to the Administrative Agent, confirmed that its Guarantee under Article 9 of this Credit Agreement shall apply to such Person’s obligations in respect of this Credit Agreement and shall have by written agreement confirmed that its obligations under the Collateral Documents Agreement shall continue to be in effect and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by Applicable Law to preserve and protect the Lien on the Collateral owned by such Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the applicable PPSA, the CCQ, the UCC or other similar statute or regulation of the relevant provinces, states or jurisdictions; and (vi) the Borrower shall have delivered to the Administrative Agent an Officer’s Certificate stating that such merger, amalgamation, consolidation, conveyance or transfer and such supplemental documentation (if any) comply with the terms of this Credit Agreement and any other documentation and other information about the Successor Person as shall have been reasonably required by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and antiAnti-money laundering rules and regulation, including the Patriot Act and the PCML ActMoney Laundering Laws. (b) Notwithstanding clause clauses (iii) and (iv) of the preceding Section 7.6(a): (i) any Restricted Subsidiary may merge with, amalgamate with, consolidate with or into or transfer all or part of its properties and assets to LGSC the Parent or the Borrower so long as no Capital Stock of the Restricted Subsidiary is distributed to any Person other than LGSC the Parent or the Borrower or another Restricted Subsidiary; and (ii) the Borrower may merge with, amalgamate with or consolidate with an Affiliate of LGSC the Parent solely for the purpose of reincorporating, reincorporating or reorganizing, continuing or otherwise causing the Borrower to become an entity governed by the federal laws of Canada, a Province or territory of Canada or a State or territory of the United States or the District of Columbia, so long as the amount of Indebtedness of LGSC the Parent and its Restricted Subsidiaries is not increased thereby; provided that, in the case of a Restricted Subsidiary that merges, amalgamates or consolidates into the Borrower, the Borrower will not be required to comply with Section 7.6(a)(iv); provided, further, that, in the event the Borrower is reincorporated, reorganized, continued or is otherwise caused to become an entity governed by the federal laws of Canada or a Province or territory of Canada, the Administrative Agent shall have received any documentation reasonably requested by it to (x) to preserve and protect the Lien on the Collateral pledged by or transferred to the surviving entity and (y) satisfy any applicable “know your customer” and anti-money laundering rules and regulations and other regulatory requirements applicable to Canadian borrowers, including the PCML Act. (c) The Borrower and LGSC the Parent will not, and will not permit any Guarantor to, merge, amalgamate or consolidate with or into (whether or not the Borrower or such Guarantor is the surviving corporation), or convey, transfer or lease all or substantially all of its properties to any Person (other than with or into, or to, the Borrower or a Guarantor) unless: (i) if such entity remains a Guarantor, the resulting, surviving or transferee Person (the “Successor Guarantor”) will be a corporation, partnership, trust or limited liability company organized and existing under the laws of Luxembourg, any country within the United Kingdom, Canada, a Province of Canada, the United States of America, any State of the United States or the District of Columbia or the jurisdiction of organization of such Guarantor and shall assume by written agreement all the obligations of such Guarantor under the Collateral Documents (as applicable) and shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by Applicable Law to preserve and protect the Lien on the Collateral pledged by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interest in such Collateral which may be perfected by the filing of a financing statement or similar document under the applicable PPSA, the CCQ, the UCC or other similar statute or regulation of the relevant states, provinces or jurisdictions in each case in a form reasonably satisfactory to the Administrative Agent; (ii) the Successor Guarantor, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Credit Agreement and its Guarantee under Article 9 hereof pursuant to an Instrument of Assumption and Joinder and supporting documentation in form and substance reasonably satisfactory to the Administrative Agent; (iii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (iv) the Borrower will have delivered to the Administrative Agent an Officer’s Certificate stating that such consolidation, merger, winding up or disposition and such supplemental documentation (if any) comply with the terms of this Credit Agreement. Except as otherwise described in this Credit Agreement, the Successor Guarantor shall succeed to, and be substituted for, such Guarantor under this Credit Agreement and the Guarantee of such Guarantor. Notwithstanding this Section 7.6(c), without complying with any of clauses (i)-(iv) of this Section 7.6(c), any Guarantor (other than LGSCthe Parent) may merge, amalgamate or consolidate with or into or transfer all or part of its properties and assets (A) to another Guarantor or the Borrower or (B) to any other Person in a transaction permitted by Section 7.8 or by the definition of the term “Asset Sale”. Additionally, notwithstanding this Section 7.6(c), any Guarantor (other than LGSCthe Parent) may merge, amalgamate or consolidate with a Restricted Subsidiary of the Parent solely for the purpose of reincorporating, reorganizing, continuing or otherwise causing such Guarantor to become an entity governed by the federal laws of Canada, a Province or territory of Canada or a State of the United States or the District of Columbia, as long as the amount of Indebtedness of such Guarantor and its Restricted Subsidiaries is not increased thereby. (d) The Borrower or a Guarantor (other than LGSCthe Parent), as the case may be, will be released from its obligations under this Credit Agreement and its Guarantee under Article 9 hereof, as the case may be, and the Successor Person or Successor Guarantor, as the case may be, will succeed to, and be substituted for, and may exercise every right and power of, the Borrower or a Guarantor, as the case may be, under this Credit Agreement, the Guarantee under Article 9 hereof and the Collateral Documents; provided that, in the case of a lease of all or substantially all its assets, the Borrower will not be released from the obligation to pay the principal of and interest on the Loans and a Guarantor will not be released from its obligations under Article 9 hereof.

Limitation on Mergers and Consolidations. (a) Neither LGSC LGEC nor the Borrower will merge, amalgamate or consolidate with or into (whether or not LGSC LGEC or the Borrower is the surviving corporation), or convey, transfer or lease all or substantially all of its assets to, any Person, unless: (i) LGSC LGEC or the Borrower, as applicable, is the surviving person or the resulting, surviving or transferee Person (the “Successor Person”) is a corporation organized and existing under the laws of Canada, any Province of Canada, the United States of America, any State of the United States or the District of Columbia; (ii) the Successor Person (if not LGSC LGEC or the Borrower) will expressly assume, by documentation executed and delivered to the Administrative Agent, in form reasonably satisfactory to the Administrative Agent, all the obligations of LGSC LGEC or the Borrower, as applicable, under this Credit Agreement and the Collateral Documents (as applicable) and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by Applicable Law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Person, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the applicable PPSA, the CCQ, the UCC or other similar statute or regulation of the relevant states or jurisdictions; (iii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Person or any Subsidiary of the Successor Person as a result of such transaction as having been Incurred by the Successor Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iv) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four four-quarter period, LGEC (including any Successor Person) shall be in compliance with the Credit Parties shall have a pro forma Liquidity Ratio financial ratios set forth in Section 7.9(a) and (b) for the next 12 months of not less than 1.1 to 1.0relevant fiscal quarter on a Pro Forma Basis; (v) each Guarantor (unless it is the other party to the transactions above, in which case the next succeeding paragraph shall apply) shall have by documentation in form and substance reasonably satisfactory to the Administrative Agent, confirmed that its Guarantee under Article 9 of this Credit Agreement shall apply to such Person’s obligations in respect of this Credit Agreement and shall have by written agreement confirmed that its obligations under the Collateral Documents Agreement shall continue to be in effect and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by Applicable Law to preserve and protect the Lien on the Collateral owned by such Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the applicable PPSA, the CCQ, the UCC or other similar statute or regulation of the relevant provinces, states or jurisdictions; and (vi) the Borrower shall have delivered to the Administrative Agent an Officer’s Officers’ Certificate stating that such merger, amalgamation, consolidation, conveyance or transfer and such supplemental documentation (if any) comply with the terms of this Credit Agreement and any other documentation and other information about the Successor Person as shall have been reasonably required by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation, including the Patriot Act and the PCML Act. (b) Notwithstanding clause clauses (iii) and (iv) of the preceding Section 7.6(a): (i) any Restricted Subsidiary may merge with, amalgamate with, consolidate with or into or transfer all or part of its properties and assets to LGSC LGEC or the Borrower so long as no Capital Stock of the Restricted Subsidiary is distributed to any Person other than LGSC LGEC or the Borrower or another Restricted Subsidiary; and (ii) the Borrower may merge with, amalgamate with or consolidate with an Affiliate of LGSC LGEC solely for the purpose of reincorporating, reorganizing, continuing or otherwise causing reincorporating the Borrower to become an entity governed by the federal laws of in Canada, a Province or territory of Canada or a State or territory of the United States or the District of Columbia, so long as the amount of Indebtedness of LGSC LGEC and its Restricted Subsidiaries is not increased thereby; provided that, in the case of a Restricted Subsidiary that merges, amalgamates or consolidates into the Borrower, the Borrower will not be required to comply with Section 7.6(a)(iv); provided, further, that, in the event the Borrower is reincorporated, reorganized, continued or is otherwise caused to become an entity governed by the federal laws of Canada or a Province or territory of Canada, the Administrative Agent shall have received any documentation reasonably requested by it to (x) to preserve and protect the Lien on the Collateral pledged by or transferred to the surviving entity and (y) satisfy any applicable “know your customer” and anti-money laundering rules and regulations and other regulatory requirements applicable to Canadian borrowers, including the PCML Act. (c) The Borrower and LGSC LGEC will not, and will not permit any Guarantor to, merge, amalgamate or consolidate with or into (whether or not the Borrower or such Guarantor is the surviving corporation), or convey, transfer or lease all or substantially all of its properties to any Person (other than with or into, or to, the Borrower or a Guarantor) unless: (i) if such entity remains a Guarantor, the resulting, surviving or transferee Person (the “Successor Guarantor”) will be a corporation, partnership, trust or limited liability company organized and existing under the laws of Luxembourg, any country within the United Kingdom, Canada, a Province of Canada, the United States of America, any State of the United States or the District of Columbia or the jurisdiction of organization of such Guarantor and shall assume by written agreement all the obligations of such Guarantor under the Collateral Documents (as applicable) and shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by Applicable Law to preserve and protect the Lien on the Collateral pledged by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interest in such Collateral which may be perfected by the filing of a financing statement or similar document under the applicable PPSA, the CCQ, the UCC or other similar statute or regulation of the relevant states, provinces or jurisdictions in each case in a form reasonably satisfactory to the Administrative Agent; (ii) the Successor Guarantor, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Credit Agreement and its Guarantee under Article 9 hereof pursuant to an Instrument of Assumption and Joinder and supporting documentation in form and substance reasonably satisfactory to the Administrative Agent; (iii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (iv) the Borrower will have delivered to the Administrative Agent an Officer’s Officers’ Certificate stating that such consolidation, merger, winding up or disposition and such supplemental documentation (if any) comply with the terms of this Credit Agreement. Except as otherwise described in this Credit Agreement, the Successor Guarantor shall succeed to, and be substituted for, such Guarantor under this Credit Agreement and the Guarantee of such Guarantor. Notwithstanding this Section 7.6(c), without complying with any of clauses (i)-(iv) of this Section 7.6(c), any Guarantor (other than LGSCLGEC) may merge, amalgamate or consolidate with or into or transfer all or part of its properties and assets (A) to another Guarantor or the Borrower or (B) to any other Person in a transaction permitted by Section 7.8 or by the definition of the term “Asset Sale”. Additionally, notwithstanding this Section 7.6(c), any Guarantor (other than LGSCLGEC) may merge, amalgamate or consolidate with a Restricted Subsidiary of LGEC solely for the purpose of reincorporatingreincorporating the Guarantor federally, reorganizing, continuing or otherwise causing such Guarantor to become an entity governed by the federal laws of Canada, in a Province or territory of Canada or a State of the United States or the District of Columbia, as long as the amount of Indebtedness of such Guarantor and its Restricted Subsidiaries is not increased thereby. (d) The Borrower or a Guarantor (other than LGSCLGEC), as the case may be, will be released from its obligations under this Credit Agreement and its Guarantee under Article 9 hereof, as the case may be, and the Successor Person or Successor Guarantor, as the case may be, will succeed to, and be substituted for, and may exercise every right and power of, the Borrower or a Guarantor, as the case may be, under this Credit Agreement, the Guarantee under Article 9 hereof and the Collateral Documents; provided that, in the case of a lease of all or substantially all its assets, the Borrower will not be released from the obligation to pay the principal of and interest on the Loans and a Guarantor will not be released from its obligations under Article 9 hereof.

Limitation on Mergers and Consolidations. (a) Neither LGSC LGEC nor the Borrower will merge, amalgamate or consolidate with or into (whether or not LGSC LGEC or the Borrower is the surviving corporation), or convey, transfer or lease all or substantially all of its assets to, any Person, unless: (i) LGSC LGEC or the Borrower, as applicable, is the surviving person or the resulting, surviving or transferee Person (the “Successor Person”) is a corporation organized and existing under the laws of Canada, any Province of Canada, the United States of America, any State of the United States or the District of Columbia; (ii) the Successor Person (if not LGSC LGEC or the Borrower) will expressly assume, by documentation executed and delivered to the Administrative Agent, in form reasonably satisfactory to the Administrative Agent, all the obligations of LGSC LGEC or the Borrower, as applicable, under this Credit Agreement and the Collateral Documents (as applicable) and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by Applicable Law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Person, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the applicable PPSA, the CCQ, the UCC or other similar statute or regulation of the relevant states or jurisdictions; (iii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Person or any Subsidiary of the Successor Person as a result of such transaction as having been Incurred by the Successor Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iv) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four four-quarter period, LGEC (including any Successor Person) shall be in compliance with the Credit Parties shall have a pro forma Liquidity Ratio financial ratios set forth in Section 7.9(a) and (b) for the next 12 months of not less than 1.1 to 1.0relevant fiscal quarter on a Pro Forma Basis; (v) each Guarantor (unless it is the other party to the transactions above, in which case the next succeeding paragraph shall apply) shall have by documentation in form and substance reasonably satisfactory to the Administrative Agent, confirmed that its Guarantee under Article 9 of this Credit Agreement shall apply to such Person’s obligations in respect of this Credit Agreement and shall have by written agreement confirmed that its obligations under the Collateral Documents Agreement shall continue to be in effect and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by Applicable Law to preserve and protect the Lien on the Collateral owned by such Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the applicable PPSA, the CCQ, the UCC or other similar statute or regulation of the relevant provinces, states or jurisdictions; and (vi) the Borrower shall have delivered to the Administrative Agent an Officer’s Officers’ Certificate stating that such merger, amalgamation, consolidation, conveyance or transfer and such supplemental documentation (if any) comply with the terms of this Credit Agreement and any other documentation and other information about the Successor Person as shall have been reasonably required by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation, including the Patriot Act and the PCML Act. (b) Notwithstanding clause clauses (iii) and (iv) of the preceding Section 7.6(a): (i) any Restricted Subsidiary may merge with, amalgamate with, consolidate with or into or transfer all or part of its properties and assets to LGSC LGEC or the Borrower so long as no Capital Stock of the Restricted Subsidiary is distributed to any Person other than LGSC LGEC or the Borrower or another Restricted Subsidiary; and (ii) the Borrower may merge with, amalgamate with or consolidate with an Affiliate of LGSC LGEC solely for the purpose of reincorporating, reorganizing, continuing or otherwise causing reincorporating the Borrower to become an entity governed by the federal laws of in Canada, a Province or territory of Canada or a State or territory of the United States or the District of Columbia, so long as the amount of Indebtedness of LGSC LGEC and its Restricted Subsidiaries is not increased thereby; provided that, in the case of a Restricted Subsidiary that merges, amalgamates or consolidates into the Borrower, the Borrower will not be required to comply with Section 7.6(a)(iv); provided, further, that, in the event the Borrower is reincorporated, reorganized, continued or is otherwise caused to become an entity governed by the federal laws of Canada or a Province or territory of Canada, the Administrative Agent shall have received any documentation reasonably requested by it to (x) to preserve and protect the Lien on the Collateral pledged by or transferred to the surviving entity and (y) satisfy any applicable “know your customer” and anti-money laundering rules and regulations and other regulatory requirements applicable to Canadian borrowers, including the PCML Act. (c) The Borrower and LGSC LGEC will not, and will not permit any Guarantor to, merge, amalgamate or consolidate with or into (whether or not the Borrower or such Guarantor is the surviving corporation), or convey, transfer or lease all or substantially all of its properties to any Person (other than with or into, or to, the Borrower or a Guarantor) unless: (i) if such entity remains a Guarantor, the resulting, surviving or transferee Person (the “Successor Guarantor”) will be a corporation, partnership, trust or limited liability company organized and existing under the laws of Luxembourg, any country within the United Kingdom, Canada, a Province of Canada, the United States of America, any State of the United States or the District of Columbia or the jurisdiction of organization of such Guarantor and shall assume by written agreement all the obligations of such Guarantor under the Collateral Documents (as applicable) and shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by Applicable Law to preserve and protect the Lien on the Collateral pledged by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interest in such Collateral which may be perfected by the filing of a financing statement or similar document under the applicable PPSA, the CCQ, the UCC or other similar statute or regulation of the relevant states, provinces or jurisdictions in each case in a form reasonably satisfactory to the Administrative Agent; (ii) the Successor Guarantor, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Credit Agreement and its Guarantee under Article 9 hereof pursuant to an Instrument of Assumption and Joinder and supporting documentation in form and substance reasonably satisfactory to the Administrative Agent; (iii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (iv) the Borrower will have delivered to the Administrative Agent an Officer’s Officers’ Certificate stating that such consolidation, merger, winding up or disposition and such supplemental documentation (if any) comply with the terms of this Credit Agreement. Except as otherwise described in this Credit Agreement, the Successor Guarantor shall succeed to, and be substituted for, such Guarantor under this Credit Agreement and the Guarantee of such Guarantor. Notwithstanding this Section 7.6(c), without complying with any of clauses (i)-(iv) of this Section 7.6(c), any Guarantor (other than LGSCLGEC) may merge, amalgamate or consolidate with or into or transfer all or part of its properties and assets (A) to another Guarantor or the Borrower or (B) to any other Person in a transaction permitted by Section 7.8 7.67.8 or by the definition of the term “Asset Sale”. Additionally, notwithstanding this Section 7.6(c), any Guarantor (other than LGSCLGEC) may merge, amalgamate or consolidate with a Restricted Subsidiary of LGEC solely for the purpose of reincorporatingreincorporating the Guarantor federally, reorganizing, continuing or otherwise causing such Guarantor to become an entity governed by the federal laws of Canada, in a Province or territory of Canada or a State of the United States or the District of Columbia, as long as the amount of Indebtedness of such Guarantor and its Restricted Subsidiaries is not increased thereby. (d) The Borrower or a Guarantor (other than LGSCLGEC), as the case may be, will be released from its obligations under this Credit Agreement and its Guarantee under Article 9 hereof, as the case may be, and the Successor Person or Successor Guarantor, as the case may be, will succeed to, and be substituted for, and may exercise every right and power of, the Borrower or a Guarantor, as the case may be, under this Credit Agreement, the Guarantee under Article 9 hereof and the Collateral Documents; provided that, in the case of a lease of all or substantially all its assets, the Borrower will not be released from the obligation to pay the principal of and interest on the Loans and a Guarantor will not be released from its obligations under Article 9 hereof.