This excerpt taken from the MGRM 10-Q filed Nov 7, 2006.
Section 5.6 Consolidations, Mergers and Sales of Assets; Change in Control.
(a) No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) 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 (an Acquisition), except for Permitted Acquisitions, or (b) consummate any disposition of Collateral other than (i) dispositions of personal property assets (other than Accounts) for cash and fair value that the applicable Borrower determines in good faith is no longer used or useful in the business of such Borrower and its Subsidiaries, and (ii) the granting of non-exclusive licenses (or exclusive licenses limited to a particular geographic range or field of use). No Borrower will suffer or permit to occur any Change in Control with respect to itself, any Subsidiary or any Guarantor, other than Permitted Transfers.
(b) Notwithstanding the foregoing in Section 5.6(a), Borrower may make Acquisitions (each a Permitted Acquisition and collectively, the Permitted Acquisitions) during the existence of this Agreement and in connection with such Permitted Acquisition, alter or amend its capital structure or authorize any additional class of equity, subject to the following conditions: (i) Borrower gives Agent not less than ten (10) days prior written notice of such Acquisition, (ii) that the Person being acquired or invested in (the Target) shall be in the same or related line of business as the Borrowers current line of business, (iii) after giving effect to any such merger or acquisition a Borrower is the surviving entity, (iv) Borrower shall remain in compliance with all of the terms and conditions of the Loan Documents, and (v) that the new entity will be added as a co-Borrower and will grant a lien in favor of Agent and the Lenders in the Collateral. The Borrower shall provide the Agent with legal and financial information on the Target within ten (10) days of such Permitted Acquisition which legal and financial information must be satisfactory to the Agent in all material respects.
(c) As soon as available, but in no event more than seven (7) days after finalizing any Permitted Acquisition, Borrower shall provide the Agent with a written summary of the transaction, which summary shall set forth, among other things, the structure of the transaction, including whether the transaction shall cause a change in any Borrowers or any Subsidiarys capital structure, require the issuance of stock, or options to purchase stock, or require any Borrower or any Subsidiary to redeem any stock and shall deliver to Agent such information, documents and instruments as the Lender may require to perfect a first lien security interest on the Collateral being acquired. In addition, Borrower shall at the same time provide the Agent with a pro-forma Compliance Certificate as of the most recent reporting period for which the Borrower sent Agent a Compliance Certificate, which indicates that no default will occur under this Agreement as a result of the Permitted Acquisition.
(d) Borrower shall not make any acquisitions, where either (i) the acquisition is a hostile acquisition; or (ii) the Target is a business whose principal office is located outside of the United States, unless the Company and Agent have agreed upon reasonable restrictions on the transfer of assets and monies to such Target.
(e) Each Target now or hereafter acquired either through a Permitted Acquisition shall within seven (7) days of the closing of such Permitted Acquisition, deliver to Agent a Joinder Agreement in substantially the form acceptable to Agent, pursuant to which (a) it shall join as a Borrower under each of the Loan Documents to which the Borrowers are parties, and (b) grant to Lender a lien on all of its Collateral to secure the Obligations, free and clear of all Liens.