Common use of Limitation on Consolidation, Merger and Sale of Assets Clause in Contracts

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company shall not and shall not permit any Guarantor to consolidate with, merge with or into, or transfer all or substantially all of its assets (as an entirety or substantially as an entirety in one transaction or a series of re- lated transactions), to any Person unless: (i) the Company or the Guarantor, as the case may be, shall be the continuing Person, or the Person (if other than the Company or the Guarantor) formed by such consolidation or into which the Company or the Guarantor, as the case may be, is merged or to which the properties and assets of the Company or the Guarantor, as the case may be, are transferred shall be a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company or the Guarantor, as the case may be, under the Notes and this Indenture, and the obligations under this Indenture shall remain in full force and effect; (ii) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.10 hereof, provided that a Person that is a Guarantor may merge into the Company or another Person that is a Guarantor on the Issue Date without complying with this clause (iii).

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company shall not and not, nor shall not it permit any Guarantor to to, consolidate with, merge with or into, or transfer all or substantially all of its assets (as an entirety or substantially as an entirety in one transaction or a series of re- lated related transactions), to any Person unless: unless (in the case of the Company or any Guarantor): (i) the Company or the such Guarantor, as the case may be, shall be the continuing Person, or the Person (if other than the Company or the such Guarantor) formed by such consolidation or into which the Company or the such Guarantor, as the case may be, is merged or to which the properties and assets of the Company or the such Guarantor, as the case may be, are transferred shall be a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form and substance satisfactory to the Trustee, all of the obligations of the Company or the Guarantor, as the case may be, under the Notes and this Indenture, and the obligations under this Indenture shall remain in full force and effect; (ii) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction or series of transactions on a pro forma basis the Consolidated Net Worth of the Company or the surviving entity as the case may be is at least equal to the Consolidated Net Worth of the Company immediately before such transaction or series of transactions; and (iiiiv) immediately after giving effect to such transaction on a pro forma basis the Company or such the Surviving Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.10 4.06 hereof, provided that a Person that is a Guarantor may consolidate with, merge into or transfer all or substantially all of its assets to the Company or another Person that is a Guarantor on the Issue Date without complying with this clause (iiiiv).

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company shall not and shall not permit any Guarantor Restricted Subsidiary to consolidate with, merge with or into, or transfer all or substantially all of its assets (as an entirety or substantially as an entirety in one transaction or a series of re- lated related transactions), to any Person unless: (i) the Company or the GuarantorRestricted Subsidiary, as the case may be, shall be the continuing Person, or the Person (if other than the Company or the GuarantorRestricted Subsidiary) formed by such consolidation or into which the Company or the GuarantorRestricted Subsidiary, as the case may be, is merged or to which the properties and assets of the Company or the GuarantorRestricted Subsidiary, as the case may be, are transferred shall be a corporation organized and existing under the laws of the United States or any State state thereof or the District of Columbia and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company or the GuarantorRestricted Subsidiary, as the case may be, under the Notes and this Indenture, and the obligations under this Indenture shall remain in full force and effect; (ii) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction on a pro forma PRO FORMA basis the Company or such Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to under Section 4.10 hereof, provided 4.06; PROVIDED that a Person that is a Guarantor Restricted Subsidiary may merge into the Company or another Person that is a Guarantor on the Issue Date Restricted Subsidiary without complying with this clause (iii).

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company shall not and Company, nor shall not permit any Guarantor to to, consolidate with, merge with or into, or transfer all or substantially all of its assets (as an entirety or substantially as an entirety in one transaction or a series of re- lated related transactions)) to, to any Person unless: (i) the Company or the such Guarantor, as the case may be, shall be the continuing Person, or the Person (if other than the Company or the such Guarantor) formed by such consolidation or into which the Company or the such Guarantor, as the case may be, is merged or to which the properties and assets of the Company or the such Guarantor, as the case may be, are transferred shall be a corporation (or in the case of the Company, a corporation or a limited partnership) organized and existing under the laws of the United States or any State thereof or the District of Columbia and shall expressly assume, in writing by a supplemental indenture, executed and delivered to the Trustee, in form and substance satisfactory to the Trustee, all of the obligations of the Company or the such Guarantor, as the case may be, under the Notes and this Indenture, and the obligations under this Indenture shall remain in full force and effect; provided that at any time the Company or its successor is a limited partnership there shall be a co-issuer of the Notes that is a corporation; (ii) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction or series of transactions on a pro forma basis the Consolidated Net Worth of the Company or the surviving entity as the case may be is at least equal to the Consolidated Net Worth of the Company immediately before such transaction or series of transactions; and (iiiiv) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.10 4.06 hereof, provided that a Person that is a Guarantor may merge into the Company or another Person that is a Guarantor on the Issue Date without complying with this clause (iii).

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company shall will not and shall will not permit any Guarantor to consolidate with, merge with or into, or transfer all or substantially all of its assets (as an entirety or substantially as an entirety in one transaction or a series of re- lated related transactions), to any Person unless: (i) the Company or the Guarantor, as the case may be, shall be the continuing 58 -51- Person, or the Person (if other than the Company or the Guarantor) formed by such consolidation or into which the Company or the Guarantor, as the case may be, is merged or to which the properties and assets of the Company or the Guarantor, as the case may be, are transferred shall be a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company or the Guarantor, as the case may be, under the Notes or the Guarantee of such Guarantor, as the case may be, and this Indenture, and the obligations under this Indenture shall remain in full force and effect; (ii) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.10 hereof, provided that a Person that is a Guarantor may merge into the Company or another Person that is a Guarantor on the Issue Date without complying with this clause (iii).