Agent, a certificate signed by two authorised officers of TCN providing brief
details of the transaction and certifying (in each case, to the extent
applicable) (1) (other than in respect of Disposals under paragraphs (k) or (m)
above) such Disposal shall be on arm's length commercial terms or (in the case
of paragraph (m) such Disposals are for fair market value from the perspective
of the transferring company), (2) that not less than 75% of the consideration
for such Disposal shall be in cash, Cash Equivalent Investments or Marketable
Securities, and (3) to the extent any of the consideration will include
Marketable Securities, the name, amount and other brief details of such
Marketable Securities.
19.7
CHANGE OF BUSINESS
No TCN Group Obligor shall (and TCN shall procure that no member of the TCN
Group shall), save as otherwise permitted by the terms of this Agreement make
any change in the nature of its business as carried on immediately prior to the
date of this Agreement, which would give rise to a substantial change in the
business of the TCN Group taken as a whole, provided that this Clause 19.7 shall
not be breached by any member of the TCN Group making a Disposal permitted by
Clause 19.6 (Disposals),
an acquisition or investment permitted by Clause 19.13
(Acquisitions and Investments) or as a result of any Flextech Disposal.
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19.8
MERGERS
No TCN Group Obligor shall (and TCN shall procure that no member of the TCN
Group shall) amalgamate, consolidate or merge with any other person unless:
(A)
SUCH AMALGAMATION, CONSOLIDATION OR MERGER CONSTITUTES AN
INTEGRATED MERGER EVENT OR AN UNINTEGRATED MERGER EVENT;
(B)
SUCH AMALGAMATION, CONSOLIDATION OR MERGER IS BETWEEN TWO TCN
GROUP OBLIGORS OR A TCN GROUP OBLIGOR AND ANOTHER MEMBER OF THE GROUP WHERE THE
TCN GROUP OBLIGOR WILL BE THE SURVIVING ENTITY;
(C)
SUCH AMALGAMATION, CONSOLIDATION OR MERGER IS BETWEEN TWO MEMBERS
OF THE TCN GROUP WHICH ARE NOT OBLIGORS;
(D)
ANY MEMBER OF THE TCN GROUP LIQUIDATES OR DISSOLVES IN EITHER CASE
ON A SOLVENT BASIS AND IN CONNECTION THEREWITH ALL OF ITS ASSETS ARE TRANSFERRED
TO ONE OR MORE TCN GROUP OBLIGORS OR, IF SUCH MEMBER IS NOT ITSELF A TCN GROUP
OBLIGOR TO ONE OR MORE MEMBERS OF THE TCN GROUP;
(E)
SUCH AMALGAMATION, CONSOLIDATION OR MERGER IS BY A TCN GROUP
OBLIGOR (EXCLUDING TCN) (THE "ORIGINAL ENTITY") INTO ONE OR MORE ENTITIES (EACH
A "MERGED ENTITY"); PROVIDED THAT:
(I)
SUCH MERGED ENTITY IS A TCN GROUP OBLIGOR AND IS LIABLE FOR THE
OBLIGATIONS OF THE RELEVANT ORIGINAL ENTITY UNDER THIS AGREEMENT AND THE
SECURITY WHICH REMAIN UNAFFECTED THEREBY AND ENTITLED TO THE BENEFIT OF ALL THE
RIGHTS OF SUCH ORIGINAL ENTITY;
(II)
IF REQUIRED BY THE FACILITY AGENT, SUCH MERGED ENTITY HAS ENTERED
INTO SECURITY WHICH PROVIDE SECURITY OVER THE SAME ASSETS OF AT LEAST AN
EQUIVALENT NATURE AND RANKING TO THE SECURITY PROVIDED BY THE RELEVANT ORIGINAL
ENTITY PURSUANT TO ANY SECURITY ENTERED INTO BY THEM AND ANY POSSIBILITY OF THE