Common use of Limitations on Mergers and Liquidation Clause in Contracts

Limitations on Mergers and Liquidation. Permit the Company or any Designated Borrower, to 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) any Subsidiary of the Company may be merged or consolidated or enter into any similar combination with or into the Company or any Subsidiary of the Company; provided that (i) the Company shall be the continuing or surviving Person of any such merger, consolidation or similar combination to which it is a party and (ii) a Designated Borrower shall be the continuing or surviving Person of any such merger, consolidation or similar combination to which it is a party and the Company is not a party; (b) any Subsidiary of the Company may sell, lease, transfer or otherwise dispose of any or all of its assets in respect of a liquidation to the Company or any Subsidiary; (c) the Company or any Subsidiary of the Company may merge, consolidate or enter into any similar combination with or into another Person in connection with an acquisition; provided that (i) the Company shall be the continuing or surviving Person of any such merger, consolidation or similar combination to which it is a party, (ii) a Designated Borrower shall be the continuing or surviving Person of any such merger, consolidation or similar combination to which it is a party and the Company is not a party and (iii) a Subsidiary shall be the continuing or surviving Person of any such merger, consolidation or similar combination to which it is a party and neither the Company nor a Designated Borrower is a party; (d) any Subsidiary of the Company may wind-up into the Company or any Subsidiary of the Company; provided that a Designated Borrower may only wind-up into the Company or a Designated Borrower; and (e) mergers, consolidations or similar combinations of a Subsidiary of the Company with a third-party as part of a sale or other disposition of all or any part of such Subsidiary not prohibited by Sections 10.3 and 10.5; provided that a Designated Borrower shall be the continuing or surviving Person of any such merger, consolidation or similar combination to which it is a party. Notwithstanding anything to the contrary in this Section 10.2, if any Designated Borrower ceases to exist as a result of any transaction permitted by this Section 10.2, then (i) the surviving Person (A) whether the Company or another Subsidiary shall have agreed to be the successor obligor with respect to any Obligations of such Designated Borrower and (B) if other than the Company, shall have complied with all the requirements of Section 2.9(b) prior to becoming such successor and (ii) the Guaranty shall remain in full force and effect, in each case, in a manner and pursuant to documentation reasonably satisfactory to the Administrative Agent.

Limitations on Mergers and Liquidation. Permit the Company or any Designated Borrower, to mergeMerge, 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) any Subsidiary of the Company may be merged or consolidated or enter into any similar combination with or into the Company or any Subsidiary of the Company; provided that (i) the Company (provided that the Company shall be the continuing or surviving Person of any such merger, consolidation Person) or similar combination to which it is a party and (ii) a Designated Restricted Subsidiary of the Company (provided that (x) if a Subsidiary Borrower is a part of such transaction, such Subsidiary Borrower shall be the continuing or surviving Person of any such mergerPerson, consolidation or similar combination to which it (y) if a Guarantor is a party part of such transaction, a Guarantor shall be the continuing or surviving Person and (z) if a Wholly-Owned Subsidiary is a part of such transaction, a Wholly-Owned Subsidiary shall be the Company is not a partycontinuing or surviving Person); (b) any Restricted Subsidiary of the Company may sell, lease, transfer or otherwise dispose of any or all of its assets in respect of a (upon voluntary liquidation or otherwise) to the Company or any other Wholly-Owned Subsidiary; (c) the Company or any Subsidiary of the Company may merge, consolidate or enter into any similar combination with or into another Person in connection with an acquisition; provided that (i) if the Company shall be the continuing or surviving Person of any transferor in such merger, consolidation or similar combination to which it a transaction is a partyGuarantor and the transferee is not a Credit Party, the fair market value of the assets subject to such transaction together with Investments permitted under Section 10.3(h)(ii) shall not exceed $50,000,000, and (ii) if the transferor in such a Designated Borrower shall be the continuing or surviving Person of any such merger, consolidation or similar combination to which it is a party and the Company transaction is not a party Credit Party and (iii) the transferee in such a Subsidiary shall be the continuing or surviving Person of any such merger, consolidation or similar combination to which it transaction is a party and neither the Company nor or a Designated Borrower is Guarantor, then the sale, lease, transfer or other disposition shall not be for an amount greater than the fair market value of the assets subject to such transaction; (c) any Wholly-Owned Subsidiary of the Company may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a party;Permitted Acquisition; and (d) (i) any Restricted Subsidiary of the Company may wind-up into the Company or any Guarantor and (ii) any Restricted Subsidiary of the Company; provided that is not a Designated Borrower Credit Party may only wind-up into the Company or any other Restricted Subsidiary that is not a Designated Borrower; and (e) mergers, consolidations or similar combinations of a Subsidiary of the Company with a third-party as part of a sale or other disposition of all or any part of such Subsidiary not prohibited by Sections 10.3 and 10.5; provided that a Designated Borrower shall be the continuing or surviving Person of any such merger, consolidation or similar combination to which it is a party. Notwithstanding anything to the contrary in this Section 10.2, if any Designated Borrower ceases to exist as a result of any transaction permitted by this Section 10.2, then (i) the surviving Person (A) whether the Company or another Subsidiary shall have agreed to be the successor obligor with respect to any Obligations of such Designated Borrower and (B) if other than the Company, shall have complied with all the requirements of Section 2.9(b) prior to becoming such successor and (ii) the Guaranty shall remain in full force and effect, in each case, in a manner and pursuant to documentation reasonably satisfactory to the Administrative AgentCredit Party.

Limitations on Mergers and Liquidation. Permit the Company or any Designated Borrower, to mergeMerge, 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) any Subsidiary of the Company may be merged or consolidated or enter into any similar combination with or into the Company or any Subsidiary of the Company; provided that (i) the Company (provided that the Company shall be the continuing or surviving Person of any such merger, consolidation Person) or similar combination to which it is a party and (ii) a Designated Restricted Subsidiary of the Company (provided that (x) if a Subsidiary Borrower is a part of such transaction, such Subsidiary Borrower shall be the continuing or surviving Person of any such mergerPerson, consolidation or similar combination to which it (y) if a Guarantor is a party part of such transaction, a Guarantor shall be the continuing or surviving Person and (z) if a Wholly- Owned Subsidiary is a part of such transaction, a Wholly- Owned Subsidiary shall be the Company is not a partycontinuing or surviving Person); (b) any Restricted Subsidiary of the Company may sell, lease, transfer or otherwise dispose of any or all of its assets in respect of a (upon voluntary liquidation or otherwise) to the Company or any other Wholly- Owned Subsidiary; (c) the Company or any Subsidiary of the Company may merge, consolidate or enter into any similar combination with or into another Person in connection with an acquisition; provided that (i) if the Company shall be the continuing or surviving Person of any transferor in such merger, consolidation or similar combination to which it a transaction is a partyGuarantor and the transferee is not a Credit Party, the fair market value of the assets subject to such transaction together with Investments permitted under Section 10.3(h)(ii) shall not exceed $50,000,00075,000,000, and (ii) if the transferor in such a Designated Borrower shall be the continuing or surviving Person of any such merger, consolidation or similar combination to which it is a party and the Company transaction is not a party Credit Party and (iii) the transferee in such a Subsidiary shall be the continuing or surviving Person of any such merger, consolidation or similar combination to which it transaction is a party and neither the Company nor or a Designated Borrower is Guarantor, then the sale, lease, transfer or other disposition shall not be for an amount greater than the fair market value of the assets subject to such transaction; (c) any Wholly- Owned Subsidiary of the Company may merge into the Person such Wholly- Owned Subsidiary was formed to acquire in connection with a party;Permitted Acquisition; and (d) (i) any Restricted Subsidiary of the Company may wind-up into the Company or any Subsidiary of the Company; provided that a Designated Borrower may only wind-up into the Company or a Designated Borrower; and (e) mergers, consolidations or similar combinations of a Subsidiary of the Company with a third-party as part of a sale or other disposition of all or any part of such Subsidiary not prohibited by Sections 10.3 and 10.5; provided that a Designated Borrower shall be the continuing or surviving Person of any such merger, consolidation or similar combination to which it is a party. Notwithstanding anything to the contrary in this Section 10.2, if any Designated Borrower ceases to exist as a result of any transaction permitted by this Section 10.2, then (i) the surviving Person (A) whether the Company or another Subsidiary shall have agreed to be the successor obligor with respect to any Obligations of such Designated Borrower and (B) if other than the Company, shall have complied with all the requirements of Section 2.9(b) prior to becoming such successor Guarantor and (ii) the Guaranty shall remain in full force and effect, in each case, in any Restricted Subsidiary that is not a manner and pursuant to documentation reasonably satisfactory to the Administrative AgentCredit Party may wind-upwind-up into any other Restricted Subsidiary that is not a Credit Party.

Limitations on Mergers and Liquidation. Permit the Company or any Designated Borrower, to mergeMerge, 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) any Subsidiary of the Company Borrower may be merged or consolidated or enter into any similar combination with or into the Company Borrower or any Subsidiary of the Company; Borrower (provided that (i) the Company shall be the continuing or surviving Person of any such merger, consolidation or similar combination to which it is a party and (ii) a Designated Borrower shall be the continuing or surviving Person of any such merger, consolidation or similar combination to which it is a party and the Company is not a party); (b) any Subsidiary of the Company may sell, lease, transfer or otherwise dispose of any or all of its assets in respect of a liquidation to the Company Borrower or any Subsidiary; (c) the Company Borrower or any Subsidiary of the Company Borrower may merge, consolidate or enter into any similar combination with or into another Person (other than the Borrower) in connection with an acquisition; provided that (i) acquisition so long as the Company shall be the continuing or surviving Person survivor of any such merger, consolidation or similar combination to which it is a party, (ii) a Designated the Borrower shall be the continuing or surviving Person of any such merger, consolidation or similar combination to which it is a party and the Company is not a party and (iii) a Subsidiary shall be the continuing or surviving Person of any such merger, consolidation or similar combination to which it is a party and neither the Company nor a Designated Borrower is a partythereof; (d) any Subsidiary of the Company Borrower may wind-up into the Company Borrower or any Subsidiary of the Company; provided that a Designated Borrower may only wind-up into the Company or a Designated Borrower; and; (e) mergers, consolidations or similar combinations of a Subsidiary of the Company Borrower with a third-party as part of a sale or other disposition of all or any part of such Subsidiary not prohibited by Sections 10.3 and 10.5; provided Section 10. 4 hereof; (f) the Borrower or any Subsidiary may effect an acquisition of all or substantially all of the capital stock or assets (tangible or intangible) of another Person or Persons that is not or are not a Designated Borrower shall be Subsidiary or Excluded Subsidiary or Subsidiaries or Excluded Subsidiaries of the continuing or surviving Person of Borrower, so long as for any such mergeracquisition consummated by the Borrower or any of its Subsidiaries (other than an Excluded Subsidiary) involving cash consideration in excess of $500,000,000, consolidation or similar combination to which it is a party. Notwithstanding anything to the contrary in this Section 10.2, if any Designated Borrower ceases to exist as a result of any transaction permitted by this Section 10.2, then (i) the surviving Person (A) whether the Company after giving effect to such acquisition, no Default or another Subsidiary shall have agreed to be the successor obligor with respect to any Obligations Event of such Designated Borrower Default has occurred and (B) if other than the Company, shall have complied with all the requirements of Section 2.9(b) prior to becoming such successor is continuing and (ii) promptly after the Guaranty consummation of such acquisition, the Borrower shall remain in full force and effect, in each case, in a manner and pursuant to documentation reasonably satisfactory have provided to the Administrative AgentAgent and the Lenders Consolidated pro forma financial statements for the Borrower and its Subsidiaries, after giving effect to such acquisition, demonstrating compliance with Article IX in respect of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 7.1; provided, that it is understood that the provisions of subclauses (i) and (ii) of this clause (f) shall in no way apply to an acquisition by the Borrower or any Subsidiary of any capital stock or assets of a Subsidiary or Excluded Subsidiary of the Borrower.