Limitations on Fundamental Changes. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except: (a) (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower; provided that (x) the Borrower shall be the continuing or surviving entity and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor; provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets; (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary; (e) dispositions permitted by Section 11.5; (f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith); (g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and (h) subject to compliance with Section 14.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing.
Appears in 2 contracts
Sources: Credit Agreement (Amerigas Partners Lp), Credit Agreement (Amerigas Partners Lp)
Limitations on Fundamental Changes. Merge, consolidate or Neither the Borrower nor any Restricted Subsidiary will enter into any similar combination with any other Person merger, consolidation or amalgamation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, except:
(a) (i) any Wholly-Owned Material Restricted Subsidiary of the Borrower may be merged, amalgamated merged or consolidated (i) with or into the Borrower; , provided that (x) the Borrower shall be the continuing or surviving entity and (y) immediately after giving effect to such transactioncorporation, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor; one or more Restricted Subsidiaries of the Borrower, provided that (x) the Restricted Subsidiary Guarantor or Restricted Subsidiaries shall be the continuing or surviving entity or simultaneously with such transactionand that, if either Subsidiary was a Guarantor, the continuing or surviving entity shall also be a Guarantor or become a Subsidiary Guarantor and on the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to effective date of such transaction, no Default merger or Event of Default shall have occurred and be continuingconsolidation;
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to the Borrower or any other Restricted Subsidiary Guarantorof the Borrower; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, if the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that transferor is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person transferee shall be the Borrower or shall be a Guarantor or become a Guarantor on the effective date of such transaction;
(c) any Restricted Subsidiary Guarantor and (ii) may sell, lease, transfer or otherwise dispose of any or all of its assets to the continuing Borrower or surviving Person any Restricted Subsidiary of the Borrower, whether existing on or created after the date of this Agreement, provided that if the transferor is a Guarantor, the transferee shall be the Borrower or a Wholly-Owned Material Subsidiary of the BorrowerGuarantor; and
(hd) subject to compliance with sales, conveyances, leases, assignments, transfers or other dispositions of property, business or assets permitted under Section 14.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing6.15.
Appears in 2 contracts
Sources: Credit Agreement (Ryland Group Inc), Credit Agreement (Ryland Group Inc)
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with any other Person merger, consolidation or amalgamation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except:
(a) (i) any Wholly-Owned Material Qualified Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into the Borrowerany other Qualified Subsidiary; provided provided, that (x) the Borrower a Qualified Subsidiary shall be the continuing or surviving entity corporation;
(b) Holdings or any Qualified Subsidiary may be merged or consolidated with any other Person organized under a jurisdiction of the United States with assets held primarily in the United States; provided, that Holdings or such Qualified Subsidiary shall be the continuing or surviving corporation; the Agent is provided with written notice, and (y) immediately after giving effect to such transaction, thereto no Default or Event of Default shall have occurred and would exist or reasonably be continuing and expected to be caused thereby;
(iic) any Wholly-Owned Material Qualified Subsidiary may sell, lease, assign, transfer or otherwise dispose of the Borrower any or all of its assets to Holdings or any Qualified Subsidiary;
(d) any Unqualified Subsidiary may be merged, amalgamated merged or consolidated with or into any Subsidiary Guarantor; other Person and/or may sell, lease, assign, transfer or otherwise dispose of any of its assets (upon voluntary liquidation or otherwise) to any other Person provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transactionthat, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated if merged or consolidated with or into, or be liquidated into, any other Non-Guarantor into a Qualified Subsidiary, (ii) any Non-Guarantor the Qualified Subsidiary that is will remain as a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, "Qualified Subsidiary" after the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingmerger;
(ce) any Subsidiary pursuant to the Equipment Lease Transactions;
(f) the TIDES Trust may wind up or dissolve itself (or suffer a liquidation or dissolution), or convey, assign, transfer or otherwise dispose of of, all or substantially all of its assets (upon voluntary liquidationproperty, dissolutionbusiness or assets, winding up or otherwise) to as contemplated by the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value TIDES Declaration of such assetsTrust;
(ig) any Non-Guarantor Subsidiary that is of the HMS Entities may wind up, dissolve (or suffer a Foreign Subsidiary may liquidation or dissolution), or convey, assign, transfer or otherwise dispose of of, all or substantially all of its assets (upon voluntary liquidationproperty, dissolution, winding up business or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrowerassets; and
(h) subject to compliance HCC may merge with Section 14.2, another Subsidiary of Holdings in connection with the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuingRestructuring.
Appears in 2 contracts
Sources: Guarantee (Hanover Compression Inc), Guarantee (Hanover Compressor Co /)
Limitations on Fundamental Changes. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower; Borrower (provided that (x) the Borrower shall be the continuing or surviving entity and (yentity) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor; Guarantor (provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or or, simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingtherewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);; and
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(h) subject to compliance with Section 14.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuingSubsidiary.
Appears in 2 contracts
Sources: Credit Agreement (Fossil Group, Inc.), Credit Agreement (Fossil Group, Inc.)
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with any other Person merger, consolidation or amalgamation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or make any material change in its present method of conducting business, except:
(a) (i) any Wholly-Owned Material Restricted Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into the BorrowerBorrower (as long as the Borrower is the surviving entity) or any one or more Restricted Subsidiaries which is a Subsidiary Guarantor (provided that, if any of such Restricted Subsidiaries is not wholly owned by the Borrower and the General Partner, the Restricted Subsidiary or Restricted Subsidiaries in which the Borrower owns the greatest interest shall be the continuing or surviving corporation);
(b) any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary which is a Subsidiary Guarantor and in which, if not wholly owned by the Borrower and the General Partner, the Borrower owns at least the same percentage interests as the Borrower owns in the transferor Restricted Subsidiary; provided that and
(xc) the Borrower or any Restricted Subsidiary may enter into a merger, consolidation or share exchange with any other Person so long as:
(i) such transaction is permitted under Section 8.8;
(ii) such transaction shall be effected in such manner so that (A) if the Borrower is a party to such transaction, the Borrower is the surviving entity and (B) otherwise, the Restricted Subsidiary shall be the continuing or surviving entity or the continuing or surviving entity shall become a Restricted Subsidiary;
(iii) at the time of such acquisition and (y) immediately after giving effect to such transactionthereto, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor; provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(hd) subject solely to compliance with effect any transaction permitted by subsection 8.6(b). The transactions permitted under this Section 14.2, 8.5 shall be permitted notwithstanding anything to the contrary in subsection 4(j) of the Borrower may consolidate with or merge into any other entity if (iPledge Agreement and subsection 4(j) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuingSubsidiary Pledge Agreement.
Appears in 2 contracts
Sources: Senior Secured Acquisition Term Loan Credit Agreement (El Paso Energy Partners Lp), Credit Agreement (El Paso Energy Partners Lp)
Limitations on Fundamental Changes. MergeNo Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly, merge or consolidate with or enter into any similar combination with any other Person or liquidate, wind-up dissolve or dissolve itself liquidate (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Material Subsidiary of the a Borrower may be merged, amalgamated or consolidated with or into the Borrower; such Borrower (provided that (x) the such Borrower shall be the continuing or surviving entity and (y) immediately after giving effect to or simultaneously with such transaction, no Default the continuing or Event of Default surviving entity shall have occurred become a Borrower and be continuing and the Company shall comply with Section 9.12 in connection therewith) or (ii) any Wholly-Owned Material Subsidiary of the Borrower Company may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor; Loan Party (provided that (x) the Subsidiary Guarantor Loan Party shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor Loan Party and the Borrower Company shall comply with Section 9.11 9.12 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingtherewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary Company may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Borrower and, after any such dissolution or winding up to any Borrower by a Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic of the Company, such Subsidiary may dispose of all be voluntarily liquidated, dissolved or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Nonwound-Guarantor Subsidiary that is a Domestic Subsidiaryup;
(ec) dispositions permitted by Section 11.510.5;
(fd) any Wholly-Owned Material Subsidiary of the Borrower Company may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; , provided that (i) a Subsidiary Guarantor Loan Party shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor Loan Party and the Borrower Company shall comply with Section 9.11 9.12 in connection therewith);; and
(ge) any Person may merge into the Borrower Company or any of its Wholly-Owned Material Subsidiaries Subsidiary Loan Party in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower Company or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(h) subject to compliance with Section 14.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuingLoan Party.
Appears in 2 contracts
Sources: Loan and Security Agreement (ADS Tactical, Inc.), Loan and Security Agreement (ADS Tactical, Inc.)
Limitations on Fundamental Changes. MergeNo Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly, merge or consolidate with or enter into any similar combination with any other Person or liquidate, wind-up dissolve or dissolve itself liquidate (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower; provided that (x) the Borrower shall be the continuing or surviving entity and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower Loan Party may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor; other Loan Party (provided that if the transaction involves a Borrower, then such Borrower shall be the continuing or surviving entity) or (xii) any Non-Loan Party may be merged, amalgamated or consolidated with or into any other Subsidiary or any Borrower (provided that if the Subsidiary Guarantor transaction involves a Loan Party, the Loan Party shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor Loan Party, and if the transaction involves a Borrower, a Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor Borrower, and the Borrower shallCompany, if applicablein each case, shall comply with Section 9.11 9.12 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets);
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary Loan Party may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and Loan Party, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary Loan Party may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Loan Party and (iii) any Non-Guarantor Subsidiary that is a Domestic SubsidiaryLoan Party may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any Non-Loan Party;
(ec) dispositions permitted by Section 11.5;10.5; and
(fd) any Wholly-Owned Material Subsidiary of the Borrower Company may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transactionAcquisition or, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
(g) any Person may merge into the Borrower Company or any of its Wholly-Owned Material Subsidiaries Subsidiary in connection with a Permitted Acquisition; , provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantoreach case, the continuing or surviving Person Company shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(h) subject to compliance comply with Section 14.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing9.12 in connection therewith).
Appears in 2 contracts
Sources: Loan and Security Agreement (ADS Tactical, Inc.), Loan and Security Agreement (ADS Tactical, Inc.)
Limitations on Fundamental Changes. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower; provided that (x) the Borrower shall be the continuing or surviving entity and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor; provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 8.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 8.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.510.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 8.11 in connection therewith);
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(h) subject to compliance with Section 14.213.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing.
Appears in 2 contracts
Sources: Credit Agreement (Amerigas Partners Lp), Credit Agreement (Amerigas Partners Lp)
Limitations on Fundamental Changes. Merge, consolidate or enter (i) Enter into any similar combination with any other Person merger, consolidation or amalgamation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) except), or convey, sell, lease, assign, transfer or otherwise dispose of all or substantially all of the property, business or assets of the Borrower and its Restricted Subsidiaries taken as a whole; except that:
(a) (iA) any Wholly-Owned Material Restricted Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into the Borrower; Borrower (provided that (x) the Borrower shall be the continuing or surviving entity and (ycorporation) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor; one or more Wholly Owned Subsidiaries of the Borrower (provided that (x) the Wholly Owned Subsidiary Guarantor or Subsidiaries shall be the continuing or surviving entity or simultaneously with such transaction, corporation and shall be party to the continuing or surviving entity shall become a Subsidiary Guarantor Amended and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingRestated Subsdiary Guaranty);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(cB) any Subsidiary may sell, lease, transfer or otherwise dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Wholly Owned Material Subsidiary of the Borrower may merge with or into which is a party to the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor Amended and the Borrower shall comply with Section 9.11 in connection therewith);
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the BorrowerRestated Subsdiary Guaranty; and
(hC) subject to compliance with Section 14.2any Subsidiary which is not a Loan Party may liquidate, the Borrower may consolidate with wind up or merge into any other entity if (i) the Borrower is the continuing or surviving entitydissolve; provided, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbiain each case, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction that no Default or Event of Default shall have occurred and be continuingcontinuing at the time of such proposed transaction or would result therefrom.
(ii) Materially change or depart from the business or operating activities presently conducted by the Borrower and its Restricted Subsidiaries taken as a whole.
Appears in 2 contracts
Sources: Credit Agreement (Crowley Maritime Corp), Credit Agreement (Crowley Maritime Corp)
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with any other Person merger, consolidation or amalgamation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or make any material change in its present method of conducting business, except:
(a) (i) any Wholly-Owned Material Restricted Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into the BorrowerBorrower (as long as the Borrower is the surviving entity) or any one or more Restricted Subsidiaries which is a Subsidiary Guarantor (provided that, if any of such Restricted Subsidiaries is not wholly owned by the Borrower and the General Partner, the Restricted Subsidiary or Restricted Subsidiaries in which the Borrower owns the greatest interest shall be the continuing or surviving corporation);
(b) any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary which is a Subsidiary Guarantor and in which, if not wholly owned by the Borrower and the General Partner, the Borrower owns at least the same percentage interests as the Borrower owns in the transferor Restricted Subsidiary; provided that and
(xc) the Borrower or any Restricted Subsidiary may enter into a merger, consolidation or share exchange with any other Person so long as:
(i) such transaction is permitted under Section 8.8;
(ii) such transaction shall be effected in such manner so that (A) if the Borrower is a party to such transaction, the Borrower is the surviving entity and (B) otherwise, the Restricted Subsidiary shall be the continuing or surviving entity or the continuing or surviving entity shall become a Restricted Subsidiary;
(iii) at the time of such acquisition and (y) immediately after giving effect to such transactionthereto, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor; provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(hd) subject solely to compliance with effect any transaction permitted by subsection 8.6(b). The transactions permitted under this Section 14.2, 8.5 shall be permitted notwithstanding anything to the contrary in subsection 4(j) of each of the Borrower may consolidate with or merge into any other entity if (i) Pledge Agreement and the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuingEPEPC Pledge Agreement.
Appears in 2 contracts
Sources: Quarterly Report, Credit Agreement (El Paso Energy Partners Lp)
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with any other Person merger, consolidation or amalgamation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except:
(a) (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into the Borrowerany Qualified Subsidiary; provided provided, that (x) the Borrower a Qualified Subsidiary shall be the continuing or surviving entity corporation;
(b) Hanover or any Qualified Subsidiary may be merged or consolidated with any other Person organized under a jurisdiction of the United States with assets held primarily in the United States; provided, that Hanover or such Qualified Subsidiary shall be the continuing or surviving corporation, the Administrative Agent is provided with written notice, and (y) immediately after giving effect to such transaction, thereto no Default or Event of Default shall have occurred would exist or reasonably be expected to be caused thereby and be continuing and provided, further, that Hanover may not merge with or consolidate into any Subsidiary;
(iic) any Wholly-Owned Material Qualified Subsidiary may sell, lease, assign, transfer or otherwise dispose of the Borrower any or all of its assets to any Qualified Subsidiary;
(d) any Unqualified Subsidiary may be merged, amalgamated merged or consolidated with or into any Subsidiary Guarantor; other Person other than Hanover and/or may sell, lease, assign, transfer or otherwise dispose of any of its assets (upon voluntary liquidation or otherwise) to any other Person other than Hanover provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transactionthat, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated if merged or consolidated with or into, or be liquidated into, any other Non-Guarantor into a Qualified Subsidiary, (ii) any Non-Guarantor the Qualified Subsidiary that is will remain as a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, ‘Qualified Subsidiary’ after the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingmerger;
(ce) any Subsidiary pursuant to the Equipment Lease Transactions;
(f) the TIDES Trust may wind up or dissolve itself (or suffer a liquidation or dissolution), or convey, assign, transfer or otherwise dispose of of, all or substantially all of its assets property, business or assets, as contemplated by the TIDES Declaration of Trust;
(upon voluntary g) any of the HMS Entities may wind up, dissolve (or suffer a liquidation or dissolution), or convey, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets;
(h) any merger, consolidation, amalgamation, liquidation, winding up, dissolution, winding up conveyance, sale, lease, assignment, transfer, disposition or otherwise) material change undertaken pursuant to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assetsPermitted International Reorganization;
(i) any Non-Guarantor Qualified or Unqualified Subsidiary that is a Foreign Subsidiary may dispose sells, leases, assigns, transfers or otherwise disposes of all or substantially all of its assets in accordance with the provisions of clauses (upon voluntary liquidation, dissolution, winding up or otherwisec) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (iid) simultaneously with such transactionabove may then dissolve, the continuing liquidate or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrowerwound up; and
(hj) subject to compliance with Section 14.2any merger, the Borrower may consolidate with consolidation, amalgamation, liquidation, winding up, dissolution, conveyance, sale, lease, assignment, transfer, disposition or merge into any other entity if (i) the Borrower material change that is the continuing or surviving entityundertaken in a series of steps and that, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to all such transaction no Default steps, would be permitted under one or Event more of Default shall have occurred and be continuingclauses (a) through (j) above.
Appears in 2 contracts
Sources: Credit Agreement (Hanover Compressor Co /), Credit Agreement (Hanover Compressor Co /)
Limitations on Fundamental Changes. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower; Borrower (provided that (x) the Borrower shall be the continuing or surviving entity and (yentity) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any other Wholly-Owned Subsidiary (provided that, if either of such Wholly-Owned Subsidiaries is a Subsidiary Guarantor; provided that , (xA) the Subsidiary Guarantor shall be the continuing or surviving entity or (B) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 9.12 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingtherewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(fc) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; , provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
(gd) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(he) subject to compliance with any Asset Disposition permitted by Section 14.2, the Borrower 11.5 may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuingconsummated.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower; Borrower (provided that (x) the Borrower shall be the continuing or surviving entity and (yentity) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor; Guarantor (provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or or, simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
therewith); (b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(h) subject to compliance with Section 14.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Sources: Credit Agreement (Fossil Inc)
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with any other Person merger, ---------------------------------- consolidation or amalgamation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except:
(a) (i) any Wholly-Owned Material Qualified Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into any other Qualified Subsidiary; provided, that a Qualified Subsidiary shall -------- be the Borrowercontinuing or surviving corporation;
(b) Holdings or any Qualified Subsidiary may be merged or consolidated with any other Person organized under a jurisdiction of the United States with assets held primarily in the United States; provided provided, that (x) the Borrower Holdings -------- or such Qualified Subsidiary shall be the continuing or surviving entity corporation; the Administrative Agent is provided with written notice, and (y) immediately after giving effect to such transaction, thereto no Default or Event of Default shall have occurred and would exist or reasonably be continuing and expected to be caused thereby;
(iic) any Wholly-Owned Material Qualified Subsidiary may sell, lease, assign, transfer or otherwise dispose of the Borrower any or all of its assets to Holdings or any Qualified Subsidiary;
(d) any Unqualified Subsidiary may be merged, amalgamated merged or consolidated with or into any Subsidiary Guarantor; other Person and/or may sell, lease, assign, transfer or otherwise dispose of any of its assets (upon voluntary liquidation or otherwise) to any other Person provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transactionthat, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated if merged or consolidated with or into, or be liquidated into, any other Non-Guarantor into a Qualified -------- Subsidiary, (ii) any Non-Guarantor the Qualified Subsidiary that is will remain as a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, 'Qualified Subsidiary' after the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingmerger;
(ce) any Subsidiary pursuant to the Equipment Lease Transactions;
(f) the TIDES Trust may wind up or dissolve itself (or suffer a liquidation or dissolution), or convey, assign, transfer or otherwise dispose of of, all or substantially all of its assets (upon voluntary liquidationproperty, dissolutionbusiness or assets, winding up or otherwise) to as contemplated by the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value TIDES Declaration of such assetsTrust;
(ig) any Non-Guarantor Subsidiary that is of the HMS Entities may wind up, dissolve (or suffer a Foreign Subsidiary may liquidation or dissolution), or convey, assign, transfer or otherwise dispose of of, all or substantially all of its assets (upon voluntary liquidationproperty, dissolution, winding up business or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrowerassets; and
(h) subject to compliance HCC may merge with Section 14.2, another Subsidiary of Holdings in connection with the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuingRestructuring.
Appears in 1 contract
Limitations on Fundamental Changes. MergeUnless expressly permitted under this Agreement, consolidate or enter into any similar combination with any other Person merger, consolidation or amalgamation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except:
(a) (i) any Wholly-Owned Material Subsidiary of the U.S. Borrower may be merged, amalgamated merged or consolidated with or into the Borrower; U.S. Borrower (provided that (x) the U.S. Borrower shall be the continuing or surviving entity and corporation) or with or into any one or more Wholly Owned Subsidiaries of the U.S. Borrower that are Domestic Subsidiaries (y) immediately after giving effect to such transaction, no Default provided that a Wholly Owned Subsidiary shall be the continuing or Event of Default shall have occurred and be continuing and surviving corporation);
(iib) any Wholly-Owned Material Foreign Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into any Subsidiary Guarantor; one or more Wholly Owned Subsidiaries that are Foreign Subsidiaries (provided that (x) the a Wholly Owned Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iiicorporation), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Subsidiary may sell, lease, transfer or otherwise dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to the U.S. Borrower or any Wholly Owned Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, of the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary U.S. Borrower that is a Domestic Subsidiary;
(d) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Wholly Owned Subsidiary; and
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the U.S. Borrower which is not a Material Subsidiary and is not a party to the Subsidiary Guarantee or the Additional Subsidiary Guarantee may merge be merged, consolidated or amalgamated with or into any Person, or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Person or may liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). Notwithstanding any provision contained in paragraphs (a) and (c) of this subsection, no Subsidiary of the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that U.S. Borrower may (i) a be merged or consolidated with or into either Lear ▇▇▇rations Corporation or NAB Corporation or any Subsidiary Guarantor shall be the continuing or surviving entity thereof or (ii) simultaneously with such transactionsell, the continuing lease, transfer or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
otherwise dispose of any or all of its assets (gupon voluntary liquidation or otherwise) any Person may merge into the Borrower to either Lear ▇▇▇rations Corporation or NAB Corporation or any of its Wholly-Owned Material Subsidiaries Subsidiary thereof unless, in connection with a Permitted Acquisition; provided that each case, (iA) the Additional Subsidiary Guarantee shall have been amended in writing to remove the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or limitation on such Subsidiary Guarantor and transferee's liability thereunder contained in clause (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of paragraph 2(b) of the Borrower; and
Additional Subsidiary Guarantee or (hB) subject the General Administrative Agent shall have received a certificate of a Responsible Officer of the U.S. Borrower in form and substance satisfactory to compliance with Section 14.2the General Administrative Agent describing such sale, lease, transfer or other disposition and certifying the fair market value of the assets to be so sold, leased, transferred or otherwise disposed. Upon the General Administrative Agent's approval of the certificate described in clause (B) of the preceding sentence, the Borrower may consolidate with or merge into any other entity if (i) limitation on the Borrower is the continuing or surviving entity, transferee's liability under clause (ii) of paragraph 2(b) of the surviving entity Additional Subsidiary Guarantee shall automatically increase by an amount equal to the fair market value of the assets described in such certificate. For purposes of the preceding two sentences, if the transferee is a corporation Subsidiary of either Lear ▇▇▇rations Corporation or limited partnership organized and existing under NAB Corporation, the laws term transferee in such two sentences shall refer to either Lear ▇▇▇rations Corporation or NAB Corporation, whichever is the parent of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuingSubsidiary.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with any other Person merger, consolidation or amalgamation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except:
(a) (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into the Borrowerany Qualified Subsidiary; provided provided, that (x) the Borrower a Qualified Subsidiary shall be the continuing or surviving entity corporation;
(b) Holdings or any Qualified Subsidiary may be merged or consolidated with any other Person organized under a jurisdiction of the United States with assets held primarily in the United States; provided, that Holdings or such Qualified Subsidiary shall be the continuing or surviving corporation, the Administrative Agent is provided with written notice, and (y) immediately after giving effect to such transaction, thereto no Default or Event of Default shall have occurred would exist or reasonably be expected to be caused thereby and be continuing and provided, further, that Holdings may not merge with or consolidate into any Subsidiary;
(iic) any Wholly-Owned Material Qualified Subsidiary may sell, lease, assign, transfer or otherwise dispose of the Borrower any or all of its assets to any Qualified Subsidiary;
(d) any Unqualified Subsidiary may be merged, amalgamated merged or consolidated with or into any Subsidiary Guarantor; other Person other than Holdings and/or may sell, lease, assign, transfer or otherwise dispose of any of its assets (upon voluntary liquidation or otherwise) to any other Person other than Holdings provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transactionthat, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated if merged or consolidated with or into, or be liquidated into, any other Non-Guarantor into a Qualified Subsidiary, (ii) any Non-Guarantor the Qualified Subsidiary that is will remain as a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, `Qualified Subsidiary' after the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingmerger;
(ce) any Subsidiary pursuant to the Equipment Lease Transactions;
(f) the TIDES Trust may wind up or dissolve itself (or suffer a liquidation or dissolution), or convey, assign, transfer or otherwise dispose of of, all or substantially all of its assets (upon voluntary liquidationproperty, dissolutionbusiness or assets, winding up or otherwise) to as contemplated by the Borrower or any Subsidiary GuarantorTIDES Declaration of Trust; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;and
(ig) any Non-Guarantor Subsidiary that is of the HMS Entities may wind up, dissolve (or suffer a Foreign Subsidiary may liquidation or dissolution), or convey, assign, transfer or otherwise dispose of of, all or substantially all of its assets (upon voluntary liquidationproperty, dissolution, winding up business or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(h) subject to compliance with Section 14.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuingassets.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with transaction of merger, consolidation or amalgamation, or purchase or otherwise acquire or become obligated for the purchase of all or substantially all of the assets, business interests or shares of capital stock of any Person or in any other Person manner effectuate or attempt to effectuate an expansion of present business by acquisition or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease, assign, transfer or otherwise dispose of, all, substantially all or any part of its property, business or assets, or make any material change in its present method of conducting business, except:
(a) (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into the Borrower; provided that Company (x) the Borrower so long as Company shall be the continuing or surviving entity corporation); any Domestic Subsidiary may be merged or consolidated with or into any 100% Domestic Subsidiary (so long as such 100% Domestic Subsidiary shall be the continuing or surviving corporation); and any Foreign Subsidiary may be merged or consolidated with or into any 100% Domestic Subsidiary or into any 100% Foreign Subsidiary (excluding Vishay Israel) so long as such 100% Domestic Subsidiary or such 100% Foreign Subsidiary shall be the continuing or surviving corporation);
(b) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company;
(c) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Domestic Subsidiary which is a 100% Subsidiary and any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Domestic Subsidiary or to any other Foreign Subsidiary (excluding Vishay Israel), provided that such Subsidiary is a 100% Subsidiary;
(d) any Person other than a Subsidiary may merge or consolidate with and into the Company or any 100% Subsidiary (excluding Vishay Israel) so long as (i) the Company or such 100% Subsidiary shall be the surviving corporation and (yii) immediately before and immediately after giving effect to such transaction, no Default merger or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor; provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transactionconsolidation, no Default or Event of Default shall have occurred and be continuing;
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(h) subject to compliance with Section 14.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Sources: Short Term Revolving Credit Agreement (Vishay Intertechnology Inc)
Limitations on Fundamental Changes. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower; provided that (x) the Borrower shall be the continuing or surviving entity and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor; provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after LEGAL02/32557961v11 giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(h) subject to compliance with Section 14.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
: (a) (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower; provided that (x) the Borrower shall be the continuing or surviving entity and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor; provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;no
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 8.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
; (c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;; (d)
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
; (e) dispositions permitted by Section 11.5;
10.5; (f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 8.11 in connection therewith);
; (g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(h) subject to compliance with Section 14.213.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Sources: Credit Agreement (Ugi Corp /Pa/)
Limitations on Fundamental Changes. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Material Consolidated Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower; Borrower (provided that (x) the Borrower shall be the continuing or surviving entity and (yentity) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Consolidated Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Consolidated Subsidiary Guarantor; of the Borrower (provided that (x) the if a Wholly-Owned Subsidiary that is a Guarantor is merging with a Consolidated Subsidiary, a Wholly-Owned Subsidiary that is a Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 7.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingtherewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Consolidated Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) (provided that (x) if such disposition is by an Anadarko JV, such disposition may include a pro rata distribution of assets to the Class A member of such Anadarko JV, (y) if such disposition is by the Centrahoma JV, such disposition may include a pro rata distribution of assets to any member in the Centrahoma JV that is not a Credit Party, or (z) if such disposition is by a TexStar JV, such disposition may include a pro rata distribution of assets to any member in such TexStar JV that is not a Credit Party) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.59.5;
(f) any Wholly-Owned Material Consolidated Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Consolidated Subsidiary was formed to acquire in connection with a Permitted Acquisition; an acquisition permitted under Section 9.3(f), provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 7.11 in connection therewith);
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Consolidated Subsidiaries in connection with a Permitted Acquisitionany acquisition permitted under Section 9.3(f); provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary a Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and;
(h) subject to compliance with Section 14.2, the Borrower or any Consolidated Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into any other entity if (i) the Borrower is the continuing or surviving entityconsolidate with it in order to effect an investment permitted under Section 9.3; provided, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbiahowever, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) that in each case, immediately after giving effect thereto in the case of any such merger to which any Credit Party is a party, such transaction no Default Credit Party is the surviving corporation or Event of Default the surviving or continuing Person shall have occurred and be continuingexpressly assumed all of such Credit Party’s obligations under the Loan Documents pursuant to documentation reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Limitations on Fundamental Changes. MergeThe Company shall not, nor shall the Company permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or enter 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 similar combination Person, except that, so long as no Default exists or would result therefrom and subject to compliance with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) exceptARTICLE 11:
(a) any Subsidiary may merge, dissolve or liquidate into or consolidate with (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the BorrowerCompany; provided that (x) the Borrower Company shall be the continuing or surviving entity and (y) immediately after giving effect to such transactionPerson, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be mergedone or more other Subsidiaries, amalgamated or consolidated with or into provided that when any Subsidiary Guarantor; provided that (x) the Guarantor is merging with another Subsidiary, such Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingPerson;
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary the Company and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantors may Dispose of any of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Subsidiary that is not a Subsidiary Guarantor may dispose of all or substantially all any of its assets (upon voluntary including any Disposition that is in the nature of a liquidation, dissolution, winding up ) to (i) another Subsidiary that is not a Subsidiary Guarantor or otherwise(ii) to the Borrower Company or any a Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(id) in connection with any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidationPermitted Acquisition, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower Company may merge merge, dissolve or liquidate into or consolidate with any other Person (other than the Company) or permit any other Person (other than the Company) to merge, liquidate or dissolve into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection or consolidate with a Permitted Acquisitionit; provided that (i) a Subsidiary Guarantor the Person surviving such merger shall be a wholly-owned Subsidiary of the continuing or surviving entity or Company and (ii) simultaneously with in the case of any such transactionmerger, dissolution, liquidation or consolidation to which any Subsidiary Guarantor is a party, such Subsidiary Guarantor is the surviving Person; and
(e) so long as no Default has occurred and is continuing or surviving entity shall become a Subsidiary Guarantor would result therefrom, each of the Company and the Borrower shall comply with Section 9.11 in connection therewith);
(g) any Person of its Subsidiaries may merge into the Borrower or consolidate with any of its Wholly-Owned Material Subsidiaries other Person or permit any other Person to merge into or consolidate with it; provided, however, that in connection with a Permitted Acquisition; provided that each case, immediately after giving effect thereto (i) in the case of any such merger or consolidation to which the Company is a merger involving the Borrower or a Subsidiary Guarantorparty, the continuing or Company is the surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) in the continuing case of any such merger or surviving Person shall be the Borrower or consolidation to which any Subsidiary Guarantor is a Wholly-Owned Material party, such Subsidiary of the Borrower; and
(h) subject to compliance with Section 14.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower Guarantor is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuingPerson.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower; Borrower (provided that (x) the Borrower shall be the continuing or surviving entity and (yentity) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor; Guarantor (provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 9.10 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingtherewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; , provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 9.10 in connection therewith);; and
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(h) subject to compliance with Section 14.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with any other Person merger, ----------------------------------------- consolidation or amalgamation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except:
(a) (i) any Wholly-Owned Material Qualified Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into the Borrowerany other Qualified Subsidiary; provided provided, that (x) the Borrower a Qualified Subsidiary -------- shall be the continuing or surviving entity corporation;
(b) Holdings or any Qualified Subsidiary may be merged or consolidated with any other Person organized under a jurisdiction of the United States with assets held primarily in the United States; provided, -------- that Holdings or such Qualified Subsidiary shall be the continuing or surviving corporation; the Agent is provided with written notice, and (y) immediately after giving effect to such transaction, thereto no Default or Event of Default shall have occurred and would exist or reasonably be continuing and expected to be caused thereby;
(iic) any Wholly-Owned Material Qualified Subsidiary may sell, lease, assign, transfer or otherwise dispose of the Borrower any or all of its assets to Holdings or any Qualified Subsidiary;
(d) any Unqualified Subsidiary may be merged, amalgamated merged or consolidated with or into any Subsidiary Guarantor; other Person and/or may sell, lease, assign, transfer or otherwise dispose of any of its assets (upon voluntary liquidation or otherwise) to any other Person provided that (x) the Subsidiary Guarantor shall be the continuing that, if merged or surviving entity consolidated -------- with or simultaneously with such transactioninto a Qualified Subsidiary, the continuing or surviving entity shall become Qualified Subsidiary will remain as a Subsidiary Guarantor and "Qualified Subsidiary" after the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingmerger;
(be) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, pursuant to the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingEquipment Lease Transactions;
(cf) any Subsidiary the TIDES Trust may wind up or dissolve itself (or suffer a liquidation or dissolution), or convey, assign, transfer or otherwise dispose of of, all or substantially all of its assets (upon voluntary liquidationproperty, dissolutionbusiness or a assets, winding up or otherwise) to as contemplated by the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value TIDES Declaration of such assetsTrust;
(ig) any Non-Guarantor Subsidiary that is of the HMS Entities may wind up, dissolve (or suffer a Foreign Subsidiary may liquidation or dissolution), or convey, assign, transfer or otherwise dispose of of, all or substantially all of its assets (upon voluntary liquidationproperty, dissolution, winding up business or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrowerassets; and
(h) subject to compliance HCC may merge with Section 14.2, another Subsidiary of Holdings in connection with the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuingRestructuring.
Appears in 1 contract
Sources: Guarantee (Hanover Compressor Co /)
Limitations on Fundamental Changes. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower; Borrower (provided that (x) the Borrower shall be the continuing or surviving entity and (yentity) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor; Guarantor (provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 9.10 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingtherewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; , provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 9.10 in connection therewith);; and
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(h) subject to compliance with Section 14.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with any other Person merger, consolidation or amalgamation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower; provided that (x) the Borrower shall be the continuing or surviving entity and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor; provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into), or be liquidated intoconvey, any other Non-Guarantor Subsidiarysell, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be mergedlease, amalgamated assign, transfer or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Subsidiary may otherwise dispose of all or substantially all of its assets (upon voluntary liquidationproperty, dissolutionbusiness or assets, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;except:
(i) any Non-Subsidiary of the Company may be merged or consolidated with or into the Company (provided that the Company shall be the continuing or surviving corporation) or with or into any one or more Subsidiary Guarantors (or Persons that become Subsidiary Guarantors concurrently with the consummation of such transaction), provided that the Subsidiary Guarantor or Subsidiary that Guarantors shall be the continuing or surviving corporation, (ii) any Foreign Subsidiary of the Company may be merged or consolidated with or into any other Foreign Subsidiary of the Company, provided that, (x) if one or both of the parties to such merger or consolidation is a Foreign Subsidiary Borrower, a Subsidiary Borrower shall be the continuing or surviving corporation and (y) if both of the parties to such merger or consolidation is a Subsidiary Borrower, each Fronting Lender that has agreed to lend Fronted Loans to the non-surviving Subsidiary Borrower shall have approved such transaction and (iii) any acquisition of a Person permitted by Section 7.10 may be structured as a merger or consolidation so long as, if the acquiring Person is a Loan Party, such Loan Party shall be the continuing or surviving corporation;
(b) any Subsidiary may sell, lease, transfer or otherwise dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to the Company or any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic SubsidiaryGuarantor;
(ec) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower Essex Holdings may merge be merged with or and into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; Company (the "Holdings/Company Merger"), provided that (i) a Subsidiary Guarantor the Company shall be the continuing or surviving entity or corporation, (ii) simultaneously with such transactionno violation of or default under any material Requirement of Law or material Contractual Obligation applicable to Holdings, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
(g) any Person may merge into the Borrower Company or any of its Wholly-Owned Material Subsidiaries shall occur as a result thereof, and (iii) within three Business Days after the consummation of the Holdings/Company Merger, the Administrative Agent shall have received (with, where applicable, sufficient copies for each Lender)
(A) the Holdings Security Agreement and the Holdings Pledge Agreement (together with an appropriate undated stock power), in connection each case executed and delivered by a duly authorized officer of a holding company parent ("New Holdings") of the Company created simultaneously with the consummation of the Holdings/Company Merger, (B) an assumption agreement in form and substance satisfactory to the Administrative Agent pursuant to which New Holdings shall become a Permitted Acquisition; provided that party to this Agreement, (iC) from New Holdings, all certificates and documents of the type delivered by Holdings on the Effective Date and described in Section 5.1 of the Existing Credit Agreement and (D) the unqualified executed legal opinion of Cravath, Swaine & ▇▇▇▇▇ relating to the matters described in the case of a merger involving the Borrower or a Subsidiary Guarantorpreceding clauses (A) and (B), the continuing or surviving Person which opinion shall be in form and substance satisfactory to the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the BorrowerAdministrative Agent; and
(hd) subject pursuant to compliance with any sale of assets expressly permitted by Section 14.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing7.6.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into into, or be liquidated or dissolved into, the Borrower; Borrower (provided that (x) the Borrower shall be the continuing or surviving entity and (yentity) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into into, or be liquidated or dissolved into, any Subsidiary Guarantor; Guarantor (provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingtherewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary, Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Subsidiary may dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair market value of such assetsassets as determined at the time of such disposition;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and to the other holders of its Capital Stock on a pro rata basis and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic SubsidiarySubsidiary and to the other holders of its Capital Stock on a pro rata basis;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; , provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);; and
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(h) subject to compliance with Section 14.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Limitations on Fundamental Changes. MergeDisposition of Assets.
(a) Enter into any merger or consolidation with or into any Person, except (i) any Subsidiary of the Borrower may merge, consolidate or enter combine with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation), or with any similar combination one or more Subsidiaries of the Borrower (provided that, if any such transaction shall be between (A) a Subsidiary and a wholly owned Subsidiary, the wholly owned Subsidiary shall be the continuing or surviving corporation and (B) a Subsidiary and an U.S. Subsidiary, the U.S. Subsidiary shall be the continuing or surviving corporation), and (ii) the Borrower may merge, consolidate or combine with or into any other Person (provided that (A) the Borrower shall be the continuing or liquidatesurviving corporation, wind-up (B) no Default or Event of Default has occurred and is continuing, and (C) no Default or Event of Default would occur as a result of such merger, consolidation or combination); (b) form any new Subsidiary; (c) liquidate or dissolve itself (or suffer any liquidation or dissolution); (d) except:
convey, sell, lease (a) (i) any Wholly-Owned Material Subsidiary other than leases of the Borrower may be merged, amalgamated or consolidated with or inventory entered into the Borrower; provided that (x) the Borrower shall be the continuing or surviving entity and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor; provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case ordinary course of this clause (iiibusiness), (x) the Borrower charter or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Subsidiary may otherwise dispose of all or substantially all of its property, assets (upon voluntary liquidation, dissolution, winding up or otherwise) to business; provided that the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of transfer all or substantially all of its the assets (upon voluntary liquidation, dissolution, winding up or otherwise) to of any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower may merge with Borrower's divisions to an existing or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that hereafter acquired U.S. Subsidiary, so long as (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(h) subject to compliance with Section 14.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have has occurred and is continuing, (ii) no Default or Event of Default would occur as a result thereof, (iii) any and all such U.S. Subsidiaries shall, prior to any such transfers, enter into a valid, binding and enforceable (A) security agreement (granting KBK a first priority perfected security interest in such U.S. Subsidiaries of the types described in the Security Agreement) and take all other action necessary to grant to KBK a first priority security interest in such assets, and (B) guaranty agreement guarantying the payment and performance of the Obligations, in each case in form and substance acceptable to KBK, and (iv) in each instance each such U.S. Subsidiary promptly delivers an opinion of counsel acceptable to KBK in form, scope and substance acceptable to KBK with respect thereto, or (e) except in the ordinary course of business, enter into any arrangement, directly or indirectly, whereby the Borrower or its applicable Subsidiary would sell or transfer any properties (other than real property), either now owned or thereafter acquired, and then or thereafter lease as lessee such properties or any part thereof or any other property (other than real property) to be continuingused for substantially the same purpose.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or Neither the Borrower nor any Restricted Subsidiary will enter into any similar combination with any other Person merger, consolidation or amalgamation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, except:
(a) (i) any Wholly-Owned Material Restricted Subsidiary of the Borrower may be merged, amalgamated merged or consolidated (i) with or into the Borrower; , provided that (x) the Borrower shall be the continuing or surviving entity and (y) immediately after giving effect to such transactioncorporation, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor; one or more Restricted Subsidiaries of the Borrower, provided that (x) the Restricted Subsidiary Guarantor or Restricted Subsidiaries shall be the continuing or surviving entity or simultaneously with such transactionand that, if either Subsidiary was a Guarantor, the continuing or surviving entity shall also be a Guarantor or become a Subsidiary Guarantor and on the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to effective date of such transaction, no Default merger or Event of Default shall have occurred and be continuingconsolidation;
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to the Borrower or any other Restricted Subsidiary Guarantorof the Borrower; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, if the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that transferor is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person transferee shall be the Borrower or shall be a Guarantor or become a Guarantor on the effective date of such merger or consolidation;
(c) any Restricted Subsidiary Guarantor and (ii) may sell, lease, transfer or otherwise dispose of any or all of its assets to the continuing Borrower or surviving Person any Restricted Subsidiary of the Borrower, whether existing on or created after the date of this Agreement, provided that if the transferor is a Guarantor, the transferee shall be the Borrower or a Wholly-Owned Material Subsidiary of the BorrowerGuarantor; and
(hd) subject to compliance with sales, conveyances, leases, assignments, transfers or other dispositions of property, business or assets permitted under Section 14.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing6.15.
Appears in 1 contract
Sources: Credit Agreement (Ryland Group Inc)
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with any other Person merger, consolidation or amalgamation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, except:
(a) (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into the Borrowerany Qualified Subsidiary; provided provided, that (x) the Borrower a Qualified Subsidiary shall be the continuing or surviving entity corporation;
(b) Hanover or any Qualified Subsidiary may be merged or consolidated with any other Person organized under a jurisdiction of the United States with assets held primarily in the United States; provided, that (i) Hanover or such Qualified Subsidiary shall be the continuing or surviving corporation, the Administrative Agent is provided with written notice, and (y) immediately after giving effect to such transaction, thereto no Default or Event of Default shall have occurred and be continuing would exist and (ii) in any Wholly-Owned Material merger or consolidation involving Hanover, Hanover must be the surviving corporation;
(c) any Qualified Subsidiary may sell, lease, assign, transfer or otherwise dispose of the Borrower any or all of its assets to Hanover or any Qualified Subsidiary;
(d) any Unqualified Subsidiary may be merged, amalgamated merged or consolidated with or into any Subsidiary Guarantorother Person and/or may sell, lease, assign, transfer or otherwise dispose of any of its assets (upon voluntary liquidation or otherwise) to any other Person; provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transactionthat, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated if merged or consolidated with or into, or be liquidated into, any other Non-Guarantor into a Qualified Subsidiary, (ii) any Non-Guarantor the Qualified Subsidiary that is will remain as a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, ‘Qualified Subsidiary’ after the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingmerger;
(ce) any Subsidiary pursuant to the Equipment Lease Transactions;
(f) the TIDES Trust may wind up or dissolve itself (or suffer a liquidation or dissolution), or convey, assign, transfer or otherwise dispose of of, all or substantially all of its assets (upon voluntary liquidationproperty, dissolutionbusiness or assets, winding up or otherwise) to as contemplated by the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value TIDES Declaration of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith)Trust;
(g) any Person may merge into the Borrower Qualified or any Unqualified Subsidiary that sells, leases, assigns, transfers or otherwise disposes of substantially all of its Wholly-Owned Material Subsidiaries assets in connection accordance with the provisions of subsection 8.5(c) or (d) may then dissolve, liquidate or be wound up;
(h) any Investment expressly permitted by Section 8.10 may be structured as a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower merger, consolidation or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borroweramalgamation; and
(h) subject to compliance with Section 14.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower any merger, consolidation, amalgamation, liquidation, winding up, dissolution, conveyance, sale, lease, assignment, transfer, disposition or material change that is the continuing or surviving entityundertaken in a series of steps and that, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to all such transaction no Default steps, would be permitted under one or Event more of Default shall have occurred and be continuingsubsection 8.5(a) through (h) above.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower; Borrower (provided that (x) the Borrower shall be the continuing or surviving entity and (y) immediately after giving effect to such transactionentity), no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Wholly-Owned Domestic Subsidiary Guarantor; (provided that (x) the Domestic Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transactionentity), the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(b) (iiii) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Foreign Subsidiary that is or a Domestic Subsidiary and (iv) any Domestic Subsidiary of the Borrower that is not a Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, of the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingBorrower;
(ci) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary GuarantorDomestic Subsidiary; provided that, with respect to any such disposition by any Non-Guarantor Foreign Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
assets and (iii) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Foreign Subsidiary;
(ec) dispositions permitted by Section 11.5;
(fd) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);and
(ge) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary GuarantorDomestic Subsidiary, the continuing or surviving Person shall be the Borrower or such Domestic Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(h) subject to compliance with Section 14.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuingSubsidiary.
Appears in 1 contract
Limitations on Fundamental Changes. MergeNo Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly, merge or consolidate with or enter into any similar combination with any other Person or liquidate, wind-up dissolve or dissolve itself liquidate (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into (A) the Borrower; Borrower (provided that (x) the Borrower shall be the continuing or surviving entity) or (B) an ABL Subsidiary Borrower (provided that such ABL Subsidiary Borrower shall be the continuing or surviving entity and (y) immediately after giving effect to or contemporaneously with such transaction, no Default the continuing or Event surviving entity shall (1) become a Subsidiary Guarantor and the Borrower shall comply with Section 9.12 in connection therewith and (2) become an ABL Subsidiary Borrower and shall comply with Section 9.12 of Default shall have occurred and be continuing and the ABL Loan Agreement in connection therewith) or (ii) any Wholly-Owned Material Subsidiary of the Borrower (other than an ABL Subsidiary Borrower) may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor; Guarantor (provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 9.12 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingtherewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, of the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any ABL Subsidiary Guarantor; provided thatBorrower and, with respect to after any such disposition dissolution or winding up to the Borrower or any ABL Subsidiary Borrower by any Nona Subsidiary of the Borrower, such Subsidiary may be voluntarily liquidated, dissolved or wound-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assetsup;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(ec) dispositions permitted by Section 11.510.5;
(fd) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; , provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 9.12 in connection therewith);; and
(ge) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries ABL Subsidiary Borrower in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such ABL Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(h) subject to compliance with Section 14.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or (i) The Borrower will not enter into any similar combination with any other Person acquisition, merger, consolidation or amalgamation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) or convey, sell, lease or enter into any Whollysale-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower; provided that (x) the Borrower shall be the continuing or surviving entity and (y) immediately after giving effect to such leaseback transaction, no Default assign, transfer or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor; provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Subsidiary may otherwise dispose of all or substantially all of its the property, business or assets (upon voluntary liquidation, dissolution, winding up or otherwise) to of the Borrower or any Subsidiary Guarantor; provided that, with respect to except if after the occurrence thereof each of the following is satisfied:
(A) The Borrower is the surviving entity in the case of any such disposition by any Non-Guarantor Subsidiarymerger, the consideration for such disposition shall not exceed the fair value of such assetsconsolidation or amalgamation;
(iB) in the case of any Nonacquisition, merger, consolidation or amalgamation or conveyance, sale, lease or entrance into any sale-leaseback transaction, assignment, transfer or disposition, upon giving effect thereto (x) no Default shall have occurred and be existing hereunder and (y) the Borrower is in compliance with the covenants set forth in Section 5.04 hereof.
(ii) The Borrower will not permit any Guarantor to enter into any acquisition, merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) (except that any Guarantor may be merged or consolidated with or into one or more Wholly-Owned Subsidiaries of the Borrower (provided that (A) such Wholly-Owned Subsidiary that is into which or with whom such Guarantor has been consolidated or has merged shall not have any Indebtedness or other Obligations and (B) the continuing or surviving corporation or entity shall become a Foreign Subsidiary may party to the Guaranty)), or convey, sell, lease or enter into any sale-leaseback transaction, assign, transfer or otherwise dispose of all or substantially all of its assets (upon voluntary liquidationsuch Guarantor’s property, dissolutionbusiness or assets, winding up except charters or otherwise) to any other Non-Guarantor Subsidiary subcharters “in” or “out” of Collateral Vessels and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose charters “out” of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire Designated Vessels in connection with a Permitted Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(h) subject to compliance with Section 14.25.01 (o)(ii), provided where required by the Borrower may consolidate terms of Section 5.01 (o)(iii), an Assignment of Charter together with notices and acknowledgments thereof, shall be executed and delivered to the Administrative Agent concurrently with the relevant Guarantor entering into such charters or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuingsubcharters.
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Sources: Senior Secured Credit Facility (Excel Maritime Carriers LTD)
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with any other Person merger, consolidation or amalgamation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower; provided that (x) the Borrower shall be the continuing or surviving entity and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor; provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into), or be liquidated intoconvey, any other Non-Guarantor Subsidiarysell, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be mergedlease, amalgamated assign, transfer or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Subsidiary may otherwise dispose of all or substantially all of its assets property, business or assets, or engage in any businesses other than businesses engaged in by it on the Effective Date (upon voluntary liquidationor businesses reasonably related thereto), dissolution, winding up or otherwisemake any material change in its method of conducting business on the Effective Date except:
(a) to the Borrower or any Subsidiary Guarantorof the Company may be merged or consolidated with or into the Company (provided that the Company shall be the continuing or surviving corporation) or with or into any one or more Subsidiary Guarantors (provided that the Subsidiary Guarantor or Subsidiary Guarantors shall be the continuing or surviving corporation); provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(ib) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may sell, lease, transfer or otherwise dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to the Company or any other Non-Guarantor Subsidiary Guarantor; (c) BCP Holdings may be merged with and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; Company (the "BCP/Company Merger"), provided that (i) a Subsidiary Guarantor the Company shall be the continuing or surviving entity or corporation, (ii) simultaneously with such transactionno violation of or default under any material Requirement of Law or material Contractual Obligation applicable to Holdings, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
(g) any Person may merge into the Borrower Company or any of its Wholly-Owned Material Subsidiaries in connection with shall occur as a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantorresult thereof, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(h) subject to compliance with Section 14.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately within three Business Days after giving effect to such transaction no Default or Event the consummation of Default the BCP/Company Merger, the Administrative Agent shall have occurred received (with, where applicable, sufficient copies for each Lender)
(A) the Holdings Security Agreement and the Holdings Pledge Agreement (together with an appropriate undated stock power), in each case executed and delivered by a duly authorized officer of a holding company parent ("New Holdings") of the Company created simultaneously with the consummation of the BCP/Company Merger, (B) an assumption agreement in form and substance satisfactory to the Administrative Agent pursuant to which New Holdings shall become a party to this Agreement, (C) from New Holdings, all certificates and documents of the type delivered by Holdings on the Effective Date and described in Section 5.1 and (D) the unqualified executed legal opinion of Cravath, Swaine & ▇▇▇▇▇ relating to the matters described in the preceding clauses (A) and (B), which opinion shall be continuing.in form and substance satisfactory to the Administrative Agent; and
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter (i) Enter into any similar combination with any other Person merger, consolidation or amalgamation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) except), or convey, sell, lease, assign, transfer or otherwise dispose of all or substantially all of the property, business or assets of the Borrower and its Restricted Subsidiaries taken as a whole; except that:
(a) (iA) any Wholly-Owned Material Restricted Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into the Borrower; Borrower (provided that (x) the Borrower shall be the continuing or surviving entity and (ycorporation) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor; one or more Wholly Owned Subsidiaries of the Borrower (provided that (x) the Wholly Owned Subsidiary Guarantor or Subsidiaries shall be the continuing or surviving entity or simultaneously with such transaction, corporation and shall be party to the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingGuaranty);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(cB) any Subsidiary may sell, lease, transfer or otherwise dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Wholly Owned Material Subsidiary of the Borrower may merge with or into which is a party to the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith)Guaranty;
(gC) any Person Subsidiary which is not a Loan Party may merge into the Borrower liquidate, wind up or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrowerdissolve; and
(h) subject to compliance with Section 14.2, the Borrower may consolidate with or merge into any other entity if (iD) the Borrower is respective Loan Parties party to the continuing or surviving entityPermitted Merger may enter into the Permitted Merger; provided, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbiain each case, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction that no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.
(ii) Materially change or depart from the business or operating activities presently conducted by the Borrower and its Restricted Subsidiaries taken as a whole.
(a) subject to customary qualifications, a favorable opinion of outside counsel to the Loan Parties, confirming (i) the effectiveness of the Merger (which opinion shall be based exclusively on evidence of such effectiveness as certified by the Delaware Secretary of State), (ii) the entry of an order by the Delaware Chancery Court dismissing the Franklin Lawsuit (which opinion shall be based exclusively upon evidence of such order as certified by an official of the Delaware Chancery Court), and (iii) the enforceability of this Agreement and the Loan Documents as of the time that the Merger is effective, and (b) a certificate, signed by an officer of each Loan Party, that no event has occurred and is continuing, or would result from the Tender Offer or Merger or the transactions thereby contemplated, that constitutes a Default or Event of Default. Immediately upon consummation of the Permitted Merger, the Borrower will (a) cancel all its outstanding shares of capital stock and (b) issue new shares to the shareholders of Newco (as more fully described in Attachment 1 to Schedule XIV hereto), who would then be the sole shareholders of the Borrower, each with the shareholding as set forth in item (4) of the Illustration to Attachment 1 to Schedule XIV hereto.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower; Borrower (provided that (x) the Borrower shall be the continuing or surviving entity and (yentity) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any other Wholly-Owned Subsidiary (provided that, if either of such Wholly-Owned Subsidiaries is a Subsidiary Guarantor; provided that , (xA) the Subsidiary Guarantor shall be the continuing or surviving entity or (B) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 9.12 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingtherewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(fc) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; , provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
(gd) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(he) subject to compliance with any Asset Disposition permitted by Section 14.2, the Borrower 11.5 may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuingconsummated.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with transaction of merger, consolidation or amalgamation, or purchase or otherwise acquire or become obligated for the purchase of all or substantially all of the assets, business interests or shares of capital stock of any Person or in any other Person manner effectuate an expansion of present business of the Company and its Subsidiaries by acquisition or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease, assign, transfer or otherwise dispose of, all, substantially all or any part of its property, business or assets, or make any material change in its present method of conducting business, except:
(a) (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into the Borrower; provided that Company (x) the Borrower so long as Company shall be the continuing or surviving entity corporation); any Domestic Subsidiary may be merged or consolidated with or into any 100% Domestic Subsidiary (so long as such 100% Domestic Subsidiary shall be the continuing or surviving corporation); and any Foreign Subsidiary may be merged or consolidated with or into any 100% Domestic Subsidiary or into any 100% Foreign Subsidiary (excluding Vishay Israel) so long as such 100% Domestic Subsidiary or such 100% Foreign Subsidiary shall be the continuing or surviving corporation);
(b) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company;
(c) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Domestic Subsidiary which is a 100% Subsidiary and any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Domestic Subsidiary or to any other Foreign Subsidiary (excluding Vishay Israel), provided that such Subsidiary is a 100% Subsidiary;
(d) any Person other than a Subsidiary may merge or consolidate with and into the Company or any 100% Subsidiary (excluding Vishay Israel) so long as (i) the Company or such 100% Subsidiary shall be the surviving corporation and (yii) immediately before and immediately after giving effect to such transaction, no Default merger or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor; provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transactionconsolidation, no Default or Event of Default shall have occurred and be continuing;
(be) Permitted Transfers and any Permitted Securitization;
(f) other sales, transfers or other dispositions of any assets of the Company and its Subsidiaries from and after the Effective Date in an aggregate amount not to exceed (i) 15% of Tangible Net Worth in any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, fiscal year and (ii) 20% of Tangible Net Worth for any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be mergedperiod of three consecutive fiscal years (or portion thereof) beginning with fiscal year 2001, amalgamated or consolidated with or intodetermined on the basis of Tangible Net Worth for the fiscal quarter ending immediately prior to the date of determination; and
(g) Permitted Acquisitions and, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have has occurred and be continuing;
(c) any Subsidiary may dispose is continuing at the time of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiaryreorganization and restructuring, the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(h) subject to compliance with Section 14.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuingPDD Restructuring.
Appears in 1 contract
Sources: Long Term Revolving Credit Agreement (Vishay Intertechnology Inc)
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with any other Person merger, consolidation or amalgamation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or make any material change in its present method of conducting business, except:
(a) (i) any Wholly-Owned Material Restricted Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into the Borrower (as long as the Borrower is the surviving entity) or any one or more Restricted Subsidiaries which is a Subsidiary Guarantor (provided that, if any of such Restricted Subsidiaries is not wholly owned by the Borrower, the Restricted Subsidiary or Restricted Subsidiaries in which the Borrower owns the greatest interest shall be the continuing or surviving corporation);
(b) any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary which is a Subsidiary Guarantor and in which, if not wholly owned by the Borrower, the Borrower owns at least the same percentage interests as the Borrower owns in the transferor Restricted Subsidiary; provided that and
(xc) the Borrower or any Restricted Subsidiary may enter into a merger, consolidation or share exchange with any other Person so long as:
(i) such transaction is permitted under Section 8.8;
(ii) such transaction shall be effected in such manner so that (A) if the Borrower is a party to such transaction, the Borrower is the surviving entity and (B) otherwise, the Restricted Subsidiary shall be the continuing or surviving entity or the continuing or surviving entity shall become a Restricted Subsidiary;
(iii) at the time of such acquisition and (y) immediately after giving effect to such transactionthereto, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor; provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(hd) subject solely to compliance with effect any transaction permitted by subsection 8.6(b). The transactions permitted under this Section 14.2, 8.5 shall be permitted notwithstanding anything to the contrary in subsection 4(j) of the Borrower may consolidate with or merge into any other entity if (iPledge Agreement and subsection 4(j) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuingSubsidiary Pledge Agreement.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with any other Person merger, consolidation or amalgamation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or make any material change in its present method of conducting business, except:
(a) (i) any Wholly-Owned Material Restricted Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into the Borrower; provided that Borrower (x) as long as the Borrower is the surviving entity) or any one or more Restricted Subsidiaries which is a Subsidiary Guarantor (provided that, if any of such Restricted Subsidiaries is not wholly owned by the Borrower and the General Partner, the Restricted Subsidiary or Restricted Subsidiaries in which the Borrower owns the greatest interest shall be the continuing or surviving corporation);
(b) any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary which is a Subsidiary Guarantor and in which, if not wholly owned by the Borrower and the General Partner, the Borrower owns at least the same percentage interests as the Borrower owns in the transferor Restricted Subsidiary; and
(c) the Borrower or any Restricted Subsidiary may enter into a merger, consolidation or share exchange with any other Person so long as:
(i) such transaction is permitted under subsection 8.8;
(ii) such transaction shall be effected in such manner so that (A) if the Borrower is a party to such transaction, the Borrower is the surviving entity and (yB) immediately otherwise, the Restricted Subsidiary shall be the continuing or surviving entity;
(iii) at the time of such acquisition and after giving effect to such transactionthereto, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor; provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(hd) subject solely to compliance with Section 14.2, effect any transaction permitted by subsection 8.6(b). The transactions permitted under this subsection shall be permitted notwithstanding anything to the contrary in subsection 4(j) of each of the Borrower may consolidate with or merge into any other entity if Pledge Agreement and the Leviathan Pledge Agreement (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuingGP).
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with transaction of merger, consolidation or amalgamation, or purchase or otherwise acquire or become obligated for the purchase of all or substantially all of the assets, business interests or Equity Interests of any Person or in any other Person manner effectuate an expansion of present business of Company and its Subsidiaries by acquisition or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease, assign, transfer or otherwise dispose of, all, substantially all or any part of its property, business or assets, or make any material change in its present method of conducting business, except:
(a) (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into the Borrower; provided that Company (x) the Borrower so long as Company shall be the continuing or surviving entity and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (ii) corporation); any Wholly-Owned Material Domestic Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into any Wholly Owned Domestic Subsidiary Guarantor; provided that (x) the so long as such Wholly Owned Domestic Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor corporation); and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated merged or consolidated with or into, or be liquidated into, into any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Wholly Owned Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, into any other Non-Guarantor Wholly Owned Foreign Subsidiary that is a (excluding the Israeli Subsidiaries) so long as such Wholly Owned Domestic Subsidiary and (iii) any Non-Guarantor or such Wholly Owned Foreign Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity corporation);
(b) any Israeli Subsidiary owned directly by Company or simultaneously any Domestic Subsidiary may merge with or into another such transaction, the continuing Israeli Subsidiary; and any Israeli Subsidiary not owned directly by Company or surviving entity shall become a any Domestic Subsidiary Guarantor and the Borrower shall, if applicable, comply may merge with Section 9.11 in connection therewith, and (y) immediately after giving effect to or into another such transaction, no Default or Event of Default shall have occurred and be continuingIsraeli Subsidiary;
(c) any Subsidiary may sell, lease, transfer or otherwise dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assetsCompany;
(id) any Non-Guarantor Subsidiary that is a Foreign Domestic Subsidiary may sell, lease, transfer or otherwise dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to any other Non-Guarantor Domestic Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Foreign Subsidiary may sell, lease, transfer or otherwise dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to any Domestic Subsidiary or to any other Non-Guarantor Foreign Subsidiary, provided, in each case, that such Subsidiary that is a Domestic Wholly Owned Subsidiary;
(e) dispositions permitted by Section 11.5Permitted Transfers and any Permitted Securitization;
(f) other sales, transfers or other dispositions of any Wholly-Owned Material Subsidiary assets of Company and its Subsidiaries to Persons that are not otherwise permitted by any other clause of this Section 8.2, from and after the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed Effective Date in an aggregate amount not to acquire in connection with a Permitted Acquisition; provided that exceed (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 15% of Tangible Net Worth in connection therewith);
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor fiscal year and (ii) 20% of Tangible Net Worth for any period of three consecutive fiscal years (or portion thereof) beginning with fiscal year 2007, determined on the continuing or surviving Person shall be basis of Tangible Net Worth for the Borrower or a Wholly-Owned Material Subsidiary fiscal quarter ending immediately prior to the date of the Borrowerdetermination; and
(h) subject to compliance with Section 14.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Limitations on Fundamental Changes. MergeExcept as ---------------------------------- otherwise permitted by Section 6.06 or Section 6.07(e), consolidate or enter into any similar combination with any other Person transaction of acquisition or merger or consolidation or amalgamation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) ), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except that (i) the Parent may liquidate, wind-up or dissolve or otherwise dispose of any Wholly-Owned Material inactive Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower; provided that (x) the Borrower shall be the continuing or surviving entity and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Wholly Owned Material Subsidiary of the Borrower Parent may be merged, amalgamated merged or consolidated with or into any Subsidiary Guarantor; provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or intowith, or be liquidated intomay convey, any other Non-Guarantor Subsidiarysell, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be mergedlease, amalgamated assign, transfer or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Subsidiary may otherwise dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to the Borrower or any Subsidiary Guarantor; provided thatto, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Wholly Owned Material Subsidiary of the Borrower may merge with Parent or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted AcquisitionParent; provided that (ia) a Subsidiary Guarantor in any merger or consolidation involving the Parent, the -------- Parent shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(h) subject to compliance with Section 14.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (iib) if any such merger or consolidation shall involve at least one entity of which less than 100% of the Capital Stock has been pledged to the Administrative Agent for the benefit of the Lenders, then the continuing or surviving entity is a corporation shall be that entity in which the greater percentage of Capital Stock has been so pledged, and (c) no Subsidiary (for purposes of this clause (c), the "first Subsidiary") may convey, ---------------- sell, lease, assign, transfer or limited partnership organized and existing under the laws otherwise dispose of the United States of America any or any state thereof or the District of Columbia, with substantially all of its properties located assets (other than sales and its business conducted within transfers of assets in the United States ordinary course or of assets immaterial to the value of the first Subsidiary) or issue equity securities of any type to any Subsidiary of which less than 100% of the Capital Stock has been pledged to the Administrative Agent for the benefit of the Lenders (for purposes of this clause (c), the "second Subsidiary"), unless the first Subsidiary is a ----------------- Foreign Subsidiary and Canada and (iii) immediately after giving effect to such transaction no Default the second Subsidiary is a Subsidiary of the first Subsidiary or Event of Default shall have occurred and be continuinganother Foreign Subsidiary.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Material Consolidated Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower; Borrower (provided that (x) the Borrower shall be the continuing or surviving entity and (yentity) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Consolidated Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Consolidated Subsidiary Guarantor; of the Borrower (provided that (x) the if a Wholly-Owned Subsidiary Guarantor is merging with a Consolidated Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 7.12 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingtherewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Consolidated Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) (provided that if such disposition is by an Anadarko JV, such disposition may include a pro rata distribution of assets to the Class A member of such Anadarko JV) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.59.5;
(f) any Wholly-Owned Material Consolidated Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Consolidated Subsidiary was formed to acquire in connection with a Permitted Acquisition; , provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 7.12 in connection therewith);
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Consolidated Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary a Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and;
(h) subject to compliance with Section 14.2, the Borrower or any Consolidated Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into any other entity if (i) the Borrower is the continuing or surviving entityconsolidate with it in order to effect an investment permitted under Section 9.3; provided, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbiahowever, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) that in each case, immediately after giving effect thereto in the case of any such merger to which any Credit Party is a party, such transaction no Default Credit Party is the surviving corporation or Event of Default the surviving or continuing Person shall have occurred and be continuingexpressly assumed all of such Credit Party’s obligations under the Loan Documents pursuant to documentation reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with transaction of merger, consolidation or amalgamation, or purchase or otherwise acquire or become obligated for the purchase of all or substantially all of the assets, business interests or Equity Interests of any Person or in any other Person manner effectuate an expansion of present business of Company and its Subsidiaries by acquisition or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease, assign, transfer or otherwise dispose of, all, substantially all or any part of its property, business or assets, or make any material change in its present method of conducting business, except:
(a) (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into the Borrower; provided that Company (x) the Borrower so long as Company shall be the continuing or surviving entity and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (ii) corporation); any Wholly-Owned Material Domestic Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into any Wholly Owned Domestic Subsidiary Guarantor; provided that (x) the so long as such Wholly Owned Domestic Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor corporation); and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated merged or consolidated with or into, or be liquidated into, into any other Non-Guarantor Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Wholly Owned Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, into any other Non-Guarantor Wholly Owned Foreign Subsidiary that is a (excluding the Israeli Subsidiaries) so long as such Wholly Owned Domestic Subsidiary and (iii) any Non-Guarantor or such Wholly Owned Foreign Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity corporation);
(b) any Israeli Subsidiary owned directly by Company or simultaneously any Domestic Subsidiary may merge with or into another such transaction, the continuing Israeli Subsidiary; and any Israeli Subsidiary not owned directly by Company or surviving entity shall become a any Domestic Subsidiary Guarantor and the Borrower shall, if applicable, comply may merge with Section 9.11 in connection therewith, and (y) immediately after giving effect to or into another such transaction, no Default or Event of Default shall have occurred and be continuingIsraeli Subsidiary;
(c) any Subsidiary may sell, lease, transfer or otherwise dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assetsCompany;
(id) any Non-Guarantor Subsidiary that is a Foreign Domestic Subsidiary may sell, lease, transfer or otherwise dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to any other Non-Guarantor Domestic Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Foreign Subsidiary may sell, lease, transfer or otherwise dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to any Domestic Subsidiary or to any other Non-Guarantor Foreign Subsidiary, provided, in each case, that such Subsidiary that is a Domestic Wholly Owned Subsidiary;
(e) dispositions permitted by Section 11.5Permitted Transfers and any Permitted Securitization;
(f) other sales, transfers or other dispositions of any Wholly-Owned Material Subsidiary assets of Company and its Subsidiaries to Persons that are not otherwise permitted by any other clause of this Section 8.2, from and after the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed Effective Date in an aggregate amount not to acquire in connection with a Permitted Acquisition; provided that exceed (i) a Subsidiary Guarantor shall be the continuing or surviving entity or 15% of Tangible Net Worth in any fiscal year and (ii) simultaneously 20% of Tangible Net Worth for any period of three consecutive fiscal years (or portion thereof) beginning with such transactionfiscal year 2007, determined on the continuing or surviving entity shall become a Subsidiary Guarantor and basis of Tangible Net Worth for the Borrower shall comply with Section 9.11 in connection therewith);fiscal quarter ending immediately prior to the date of determination; and
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(h) subject to compliance with Section 14.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuingAcquisitions.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower; Borrower (provided that (x) the Borrower shall be the continuing or surviving entity and (yentity) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor; Guarantor (provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or or, simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingtherewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition; , provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);; and
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(h) subject to compliance with Section 14.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Sources: Credit Agreement (Fossil Inc)