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, Consolidations or Acquisitions. Borrower shall not, and shall not permit any of its Subsidiaries to, # consummate any transaction of merger, statutory division, reorganization, or consolidation without Agent’s written approval, provided that any Borrower or Guarantor may merge with and into any other Borrower or a Guarantor so long as, if a Borrower is a party to any such transaction, a Borrower is the surviving entity, or # transfer, sell, assign, lease, or otherwise dispose of all or substantially all of its Property (other than to a Borrower), or # wind up, liquidate or dissolve, or agree to do any of the foregoing (other than with respect to Special Purpose Subsidiaries (including through the filing of a certificate of cancellation with respect to any Special Purpose Subsidiary)). Any proposed Acquisition (other than a Permitted Acquisition or a transaction permitted by the immediately preceding sentence) requires Required Lenders’ approval. Notwithstanding the foregoing, Borrowers may, with the consent of the Agent, # effect the dissolution of Upstate Motor Company or any other immaterial Subsidiary and # subject to [Section 8.13], make Bulk Purchases.

Mergers, Acquisitions, Sales, Etc.; Subsidiaries The Borrower will not be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock or membership interests of any class of, or any partnership or joint venture interest in, any other Person, or, other than in compliance with the terms hereof, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any portion of the Collateral or any interest therein (other than pursuant hereto). The Borrower shall not have or permit the formation of any Subsidiary.

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.

Assistance with contemplated mergers and acquisitions

advisory services with respect to mergers and acquisitions;

Acquisitions. Acquired the capital stock or other securities or any ownership interest in, or substantially all of the assets of, any other Person;

Acquisitions. Notwithstanding anything to the contrary above, the licenses, releases, covenants, and Standstill set forth above shall exclude any pre-acquisition products (and Natural Evolutions thereof following the date of the acquisition) of another Person that acquires or is acquired by (whether by merger, consolidation, share acquisition, acquisition of all or substantially all assets or otherwise) a Party (or any other Person that is directly or indirectly controlling, controlled by, or under common control with such Party) on or after the Effective Date. The Standstill set forth above shall not apply to any action or lawsuit in which the acquired Person is a party and that is pending as of the date of the public announcement of the acquisition of the acquired Person.

Except as provided below neither the Borrower nor any other member of the Group may acquire a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them).

Investments resulting from entering into # Bank Product Agreements, or # agreements relative to Indebtedness that is permitted under clause (i) of the definition of Permitted Indebtedness,