Common use of Limitation on Mergers and Consolidations Clause in Contracts

Limitation on Mergers and Consolidations. The Company will not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of related transactions, all or substantially all its assets to, any Person, unless: (a) the Company shall be the surviving Person of any such transaction; (b) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (c) immediately after giving effect to such transaction, the successor company shall have Consolidated Net Worth in an amount which is not less than Consolidated Net Worth immediately prior to such transaction; and (d) the Company shall have delivered to the Agent a certificate, signed by two executive officers, and an opinion of counsel, each stating that such consolidation, merger or transfer complies with this Agreement. Notwithstanding the foregoing clauses (b) and (c), any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company or a Wholly Owned Subsidiary.

Limitation on Mergers and Consolidations. The Company Borrower will not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of related transactions, all or substantially all its assets to, any Person, unless: (a) the Company Borrower shall be the surviving Person of any such transaction; (b) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (c) immediately after giving effect to such transaction, the successor company Successor Company shall have Consolidated Net Worth in an amount which is not less than Consolidated Net Worth immediately prior to such transaction; and (d) the Company Borrower shall have delivered to the Administrative Agent a certificate, signed by two executive officers, and an opinion of counsel, each stating that such consolidation, merger or transfer complies comply with this Agreement. Notwithstanding the foregoing clauses (b) and (c), any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company Borrower or a Wholly Owned Subsidiary.