(B) both immediately before and immediately after giving effect to such Lien, no Default shall have occurred and be
continuing.
(b) Mergers, Etc. 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 its property and assets (whether now
owned or hereafter acquired) to, any Person, or permit any of its Subsidiaries to do so, except that:
(i) any Subsidiary of the Company that is not a Borrower may merge or consolidate with or into, or
convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets to, any other Person
so long as, if such Person is a Borrower, such Person is the surviving entity; and
(ii) any Borrower may merge with any other Person (including, without limitation, any other
Borrower or any of its Subsidiaries) so long as (A) if the Company is a party to such merger or consolidation, the
Company is the surviving entity or (B) if any other Borrower is a party to such merger or consolidation, either (1)
the surviving entity shall be such Borrower or (2) the surviving entity (w) shall be a Substantially Owned Subsidiary
of the Company, (x) shall succeed, by an agreement or operation of law, to all of the businesses and operations of
such Borrower and shall assume, in an assumption agreement in form and substance satisfactory to the
Administrative Agent, all of the rights and obligations of such Borrower under this Agreement and the Notes,
(y) shall deliver to the Administrative Agent all of the certificates, opinions and other documents described in
clauses (b) through (h) of Section 3.02 with respect to such surviving entity, in each case in form and substance
satisfactory to the Administrative Agent, and such other documents, opinions and other information as any Lender,
through the Administrative Agent, may reasonably request and (z) shall cause the Company to deliver to the
Administrative Agent written confirmation of its obligations under Section 7.01 with respect to such surviving
entity;
provided, in each of the foregoing cases, that no Default shall have occurred and be continuing at the time of such merger,
consolidation, conveyance, transfer, lease or disposition, or shall occur as a result thereof. Notwithstanding any of the
foregoing provisions of this Section 5.02(b), neither any Borrower nor any of its Subsidiaries shall sell, convey, transfer,
lease or otherwise dispose of (whether in one transaction or in a series of transactions and whether through the disposition of
shares of capital stock or other property or assets) all or substantially all of the power tool business engaged in by the
Company and its Subsidiaries on the date of this Agreement.
(c) Change in Nature of Business. Engage in any business other than the businesses engaged in by the
Company and its Subsidiaries on the date of this Agreement and other businesses and activities that are substantially similar,
related or incidental thereto.
54
Source: BLACK & DECKER CORP, 10-K, February 19, 2010 Powered by Morningstar
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