Mergers. Merge or consolidate with, or sell, assign, lease, or otherwise dispose of (whether in one transaction or a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired), except in connection with an Asset Exchange, to any Person, or permit any Principal Subsidiary to do so, except that # any Subsidiary may merge or consolidate with or, subject to [Section 7.3], sell, assign, lease, or otherwise dispose of assets to the Borrower or any other Subsidiary, # any Subsidiary may merge or consolidate with any other Person so long as the surviving entity is or becomes a Subsidiary and # the Borrower may merge or consolidate with any other Person; provided that, # in the case of [clause (c) above], immediately after giving effect thereto, no Event of Default or a Default shall have occurred and be continuing and # in any such case of any such merger or consolidation to which the Borrower is a party, either the Borrower is the surviving entity or the surviving entity (if not the Borrower) has a consolidated net worth (as determined in accordance with GAAP) immediately subsequent to such merger or consolidation at least equal to the Consolidated Net Worth of the Borrower immediately prior to such merger or consolidation and expressly assumes the obligations of the Borrower hereunder; provided, further, that, notwithstanding the foregoing, the Borrower and any of the Principal Subsidiaries may sell, assign, lease, or otherwise dispose assets in the ordinary course of business and may sell, assign, lease, or otherwise dispose of worn out or obsolete equipment on a basis consistent with good business practices.

Mergers, Etc. The ​ will not merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the ​ and its Subsidiaries (taken as a whole) to any Person, except that the ​ may merge or consolidate with or into any other Person so long as # immediately after giving effect to such transaction, no Default or Event of Default would exist and (ii)(x) the ​ is the surviving corporation or # the surviving Person # is a corporation organized and validly existing under the laws of the United States of America or any State thereof or the District of Columbia, # has long-term senior unsecured, unguaranteed debt securities rated no lower than the lower of # Ba1 by Moody’s or BBB by Standard & Poor’s or # the rating assigned by Moody’s and Standard & Poor’s to the Rated Securities immediately prior to such transaction, # expressly assumes all of the ​’s obligations under this Agreement and # provides such information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, as is reasonably requested in writing by the Administrative Agent and such other approvals, opinions or documents consistent with the requirements in [Section 3.01] hereof as the Administrative Agent (in consultation with the Lenders) may reasonably request.

Mergers, Etc. Merge or consolidate with or into any Person, or permit any of its Material Subsidiaries to do so, except:

Recapitalization, Mergers, Etc. In the event of corporate transactions affecting the Company’s outstanding Common Stock, the Committee may adjust the Option as outlined in the Plan. If such transaction involves a Change in Control of the Company, the provisions of the Plan shall govern.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person (including, without limitation, by the formation of any Subsidiary), other than a Permitted Acquisition. A Subsidiary may merge or consolidate into another Subsidiary or into a Co-Borrower.

Mergers and Consolidations. Subject to any required action by the stockholders of the Company:

Consolidations and Mergers None of the Borrowers shall, or permit any Subsidiary to, merge, consolidate with or into, or convey, transfer, lease or otherwise 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 Person, except:

Section # Mergers, Etc 8988

SCHEDULE # PRIOR PLAN MERGERS 70

Section # Effectiveness of the Mergers 152159