Common use of Limitations on Fundamental Changes Clause in Contracts

Limitations on Fundamental Changes. The Borrower shall not, and shall not permit any of its Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, 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, so long as no Default or Event of Default has occurred and is continuing or would result therefrom: (a) that the Borrower may enter into any merger, consolidation or amalgamation for the purpose of effecting any corporate or tax reorganization of the Borrower and the Subsidiaries or for the purpose of effecting any investment permitted under subsection 6.6, PROVIDED that such merger, consolidation or amalgamation is not with any Banking Subsidiary, Insurance Subsidiary or Real Estate Subsidiary (or with any other Person which is principally engaged in the banking or trust, insurance or real estate business), that the ownership of the Borrower (or its successor) is not materially different after such transaction from what it was prior thereto, that the Borrower (or its successor) remains the holding company for the Subsidiaries of the Borrower prior thereto, and that, if the Borrower is not the successor corporation in such transaction, such successor corporation is a corporation organized and validly existing under the laws of the United States or any state thereof and, by operation of law or otherwise, assumes the obligations of the Borrower hereunder and such organization and assumption are evidenced by an opinion of counsel to such successor satisfactory in form and substance to the Administrative Agent; and (b) that any Subsidiary of the Borrower may enter into any such transaction for the purpose of effecting any corporate or tax reorganization of the Borrower and its Subsidiaries or for the purpose of effecting any sale or other disposition of any of its property, business or assets permitted under subsection 6.5 or any investment permitted under subsection 6.6, PROVIDED that such merger, consolidation or amalgamation is not with any Banking Subsidiary, Insurance Subsidiary or Real Estate Subsidiary (or with any other Person which is principally engaged in the banking or trust, insurance or real estate business), unless such Subsidiary is also a Banking Subsidiary, Insurance Subsidiary or Real Estate Subsidiary, as the case may be.

Limitations on Fundamental Changes. The Borrower shall not, and shall not permit any of its Subsidiaries toExcept as otherwise permitted by Section 7.06 or Section 7.07(e), enter into any merger, transaction of acquisition or merger or consolidation or amalgamation, or liquidate, 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, exceptor make any material change in its present method of conducting business, so long as no Default except that (i) the Parent may liquidate, wind-up or Event dissolve or otherwise dispose of Default has occurred any inactive Subsidiary, (ii) any Wholly Owned Subsidiary of the Parent (other than the Company) may be merged or consolidated with, or may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to, any other Wholly Owned Subsidiary of the Parent or the Parent and is continuing or would result therefrom: (iii) subject to clause (d) below, Parent may transfer 100% of the stock of CEL to Target Acquisition Corp.; provided that (a) that in any merger or consolidation involving the Borrower may enter into Parent, the Parent shall be the continuing or surviving entity, (b) if any merger, such merger or consolidation or amalgamation shall involve at least one entity of which less than 100% of the Capital Stock has been pledged to the Administrative Agent for the purpose of effecting any corporate or tax reorganization benefit of the Borrower Lenders, then the continuing or surviving entity shall be that entity in which the greater percentage of Capital Stock has been so pledged, (c) no Subsidiary (for purposes of this clause (c), the "first Subsidiary") may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (other than sales and transfers of assets in the 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 an Excluded Foreign Subsidiary and the Subsidiaries or for second Subsidiary is a Subsidiary of the purpose of effecting any investment permitted under subsection 6.6, PROVIDED that such merger, consolidation or amalgamation is not with any Banking Subsidiary, Insurance first Subsidiary or Real Estate of another Excluded Foreign Subsidiary and (or with any other Person which is principally engaged d) as a condition precedent to Parent's transfer of 100% of the stock of CEL to Target Acquisition Corp., Parent shall cause Target Acquisition Corp. (I) to execute and deliver to the Administrative Agent a new pledge agreement, substantially in the banking or trust, insurance or real estate business), that the ownership form of the Borrower (CEL Pledge Agreement, or its successor) is not materially different after such transaction from what it was prior thereto, that amendments to the Borrower (CEL Pledge Agreement as the Administrative Agent deems necessary or its successor) remains the holding company for the Subsidiaries of the Borrower prior thereto, and that, if the Borrower is not the successor corporation advisable in such transaction, such successor corporation is a corporation organized and validly existing under the laws of the United States or any state thereof and, by operation of law or otherwise, assumes the obligations of the Borrower hereunder and such organization and assumption are evidenced by an opinion of counsel order to such successor satisfactory in form and substance grant to the Administrative Agent; and (b) that any Subsidiary , for the benefit of the Borrower may enter into any Lenders, a perfected first priority security interest in 100% of the Capital Stock of CEL, (II) to deliver to the Administrative Agent share certificates representing such transaction Capital Stock, registered in the name of the Administrative Agent or its nominee (III) to take all other actions necessary or advisable to grant to the Administrative Agent, for the purpose of effecting any corporate or tax reorganization benefit of the Borrower Lenders, a perfected first priority security interest in such Capital Stock, and its Subsidiaries or for (IV) to deliver to the purpose of effecting any sale or other disposition of any of its property, business or assets permitted under subsection 6.5 or any investment permitted under subsection 6.6, PROVIDED that such merger, consolidation or amalgamation is not with any Banking Subsidiary, Insurance Subsidiary or Real Estate Subsidiary (or with any other Person which is principally engaged Administrative Agent a legal opinion relating to the matters described in the banking or trust, insurance or real estate businesspreceding clauses (I) through (III), unless such Subsidiary is also a Banking Subsidiarywhich opinion shall be in form and substance, Insurance Subsidiary or Real Estate Subsidiaryand from counsel, as reasonably satisfactory to the case may beAdministrative Agent.

Limitations on Fundamental Changes. The Borrower shall not, and shall not permit any of its Subsidiaries to, enter Enter into any merger, consolidation or amalgamation, or liquidate, 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: (i) any Subsidiary of Borrower may be merged or consolidated with or into Borrower (provided that Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly-owned Subsidiaries of Borrower (provided that the wholly-owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation) and after giving effect to any of such transactions, so long as no Default or Event of Default has occurred and is continuing or would result therefrom:shall exist; (aii) that any wholly-owned Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to Borrower or any other wholly-owned Subsidiary of Borrower; (iii) any wholly owned special purpose acquisition corporation may be merged with or into any target of an Acquisition; and (iv) the Borrower may enter merge with and into any merger, consolidation or amalgamation a newly formed Delaware corporation for the purpose of effecting any corporate or tax reorganization of the Borrower and the Subsidiaries or for the purpose of effecting any investment permitted under subsection 6.6, PROVIDED changing its domicile provided that such mergermerger will not otherwise result in any Default or Event of Default hereunder, consolidation or amalgamation is not with any Banking Subsidiary, Insurance Subsidiary or Real Estate Subsidiary (or with any other Person which is principally engaged in Borrower takes all steps necessary to maintain the banking or trust, insurance or real estate business), that the ownership continuous perfection and priority of the Borrower (or its successor) is not materially different after such transaction from what it was prior thereto, that the Borrower (or its successor) remains the holding company for the Subsidiaries of the Borrower prior thereto, and that, if the Borrower is not the successor corporation in such transaction, such successor corporation is a corporation organized and validly existing under the laws of the United States or any state thereof and, by operation of law or otherwise, assumes the obligations of the Borrower Lender’s Liens hereunder and such organization and assumption are evidenced by delivers an opinion of counsel to such successor satisfactory Lender that all Facility Documents, the Note, Warrant and Liens are enforceable in form accordance with their terms and substance to the Administrative Agent; and (b) that any Subsidiary of the Borrower may enter into any such transaction for the purpose of effecting any corporate or tax reorganization of the Borrower and its Subsidiaries or for the purpose of effecting any sale or other disposition of any of its property, business or assets permitted under subsection 6.5 or any investment permitted under subsection 6.6, PROVIDED that such merger, consolidation or amalgamation is not with any Banking Subsidiary, Insurance Subsidiary or Real Estate Subsidiary (or with any other Person which is principally engaged in the banking or trust, insurance or real estate business), unless such Subsidiary is also a Banking Subsidiary, Insurance Subsidiary or Real Estate Subsidiary, as the case may beall Liens remain continuously perfected.

Limitations on Fundamental Changes. The Borrower shall not, and shall not permit any of its Subsidiaries toExcept as otherwise permitted by Section 6.06 or Section 6.07(e), enter into any merger, transaction of acquisition or merger or consolidation or amalgamation, or liquidate, 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, exceptor make any material change in its present method of conducting business, so long as no Default except that (i) the Parent may liquidate, wind-up or Event dissolve or otherwise dispose of Default has occurred any inactive Subsidiary, (ii) any Wholly Owned Subsidiary of the Parent (other than the Company) may be merged or consolidated with, or may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to, any other Wholly Owned Subsidiary of the Parent or the Parent and is continuing or would result therefrom: (iii) provided that (a) that in any merger or consolidation involving the Borrower may enter into Parent, the Parent shall be the continuing or surviving entity, (b) if any merger, such merger or consolidation or amalgamation for the purpose shall involve at least one entity of effecting any corporate or tax reorganization which less than 100% of the Borrower and the Subsidiaries or for the purpose of effecting any investment permitted under subsection 6.6, PROVIDED that such merger, consolidation or amalgamation is not with any Banking Subsidiary, Insurance Subsidiary or Real Estate Subsidiary (or with any other Person which is principally engaged in the banking or trust, insurance or real estate business), that the ownership of the Borrower (or its successor) is not materially different after such transaction from what it was prior thereto, that the Borrower (or its successor) remains the holding company for the Subsidiaries of the Borrower prior thereto, and that, if the Borrower is not the successor corporation in such transaction, such successor corporation is a corporation organized and validly existing under the laws of the United States or any state thereof and, by operation of law or otherwise, assumes the obligations of the Borrower hereunder and such organization and assumption are evidenced by an opinion of counsel to such successor satisfactory in form and substance Capital Stock has been pledged to the Administrative Agent; and Agent for the benefit of the Lenders, then the continuing or surviving entity shall be that entity in which the greater percentage of Capital Stock has been so pledged, and (bc) that no Subsidiary (for purposes of this clause (c), the "FIRST Subsidiary") may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (other than sales and transfers of assets in the 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 Borrower may enter into any such transaction Capital Stock has been pledged to the Administrative Agent for the purpose of effecting any corporate or tax reorganization benefit of the Borrower and its Subsidiaries or Lenders (for purposes of this clause (c), the purpose of effecting any sale or other disposition of any of its property, business or assets permitted under subsection 6.5 or any investment permitted under subsection 6.6, PROVIDED that such merger, consolidation or amalgamation is not with any Banking Subsidiary, Insurance Subsidiary or Real Estate Subsidiary (or with any other Person which is principally engaged in the banking or trust, insurance or real estate business"SECOND SUBSIDIARY"), unless such the first Subsidiary is also an Excluded Foreign Subsidiary and the second Subsidiary is a Banking Subsidiary, Insurance Subsidiary of the first Subsidiary or Real Estate of another Excluded Foreign Subsidiary, as the case may be.

Limitations on Fundamental Changes. The Borrower shall not, and shall not permit any of its Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, 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, so long as no Default or Event of Default has occurred and is continuing or would result therefrom: (a) that the Borrower may enter into any merger, consolidation or amalgamation for the purpose of effecting any corporate or tax reorganization of the Borrower and the Subsidiaries or for the purpose of effecting any investment permitted under subsection 6.6, PROVIDED that such merger, consolidation or amalgamation is not with any Banking Subsidiary, Insurance Subsidiary or Real Estate Subsidiary (or with any other Person which is principally engaged in the banking or trust, insurance or real estate business), that the ownership of the Borrower (or its successor) is not materially different after such transaction from what it was prior thereto, that the Borrower (or its successor) remains the holding company for the Subsidiaries of the Borrower prior thereto, and that, if the Borrower is not the successor corporation in such transaction, such successor corporation is a corporation organized and validly existing under the laws of the United States or any state thereof and, by operation of law or otherwise, assumes the obligations of the Borrower hereunder and such organization and assumption are evidenced by an opinion of counsel to such successor satisfactory in form and substance to the Administrative Agent; and (b) that any Subsidiary of the Borrower may enter into any such transaction for the purpose of effecting any corporate or tax reorganization of the Borrower and its Subsidiaries or for the purpose of effecting any sale or other disposition of any of its property, business or assets permitted under subsection 6.5 or any investment permitted under subsection 6.6, PROVIDED that such merger, consolidation or amalgamation is not with any Banking Subsidiary, Insurance Subsidiary or Real Estate Subsidiary (or with any other Person which is principally engaged in the banking or trust, insurance or real estate business), unless such Subsidiary is also a Banking Subsidiary, Insurance Subsidiary or Real Estate Subsidiary, as the case may be.. --------------------------------------------------------------------------------