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

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, consolidate with or merge with or into another Person or sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities and this Indenture; (ii) no Default or Event of Default would occur as a consequence of (after giving effect, on a pro forma basis, to) such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11(a) hereof; and (v) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, will not consolidate with or merge with or into another Person or sell, lease, convey convey, transfer or transfer otherwise dispose of all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities and this the Indenture; (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, to) basis to such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; (ivA) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Annualized Operating Cash Flow Ratio provision set forth in the second paragraph of Section 4.11(a4.12 or (B), if the requirement of clause (A) hereofis not satisfied, (x) any Indebtedness of the resulting surviving or transferee entity in excess of the amount of the Company's Indebtedness immediately prior to such transaction is Permitted Acquisition Indebtedness and (y) the requirement of clause (A) is not satisfied solely due to the Incurrence of such Permitted Acquisition Indebtedness; and (viv) the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidationif applicable, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies confirming compliance with the requirements of this Indenture and that all conditions precedent herein relating to such transaction have been satisfiedSection 5.01.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, Issuer will not consolidate with or merge with or into another Person Person, or sell, lease, convey convey, transfer or transfer otherwise dispose of all or substantially all of its properties and assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, and the Issuer will not permit any Restricted Subsidiary to enter into any such transaction or series of transactions which would result in a sale, lease, conveyance, transfer or other disposition of all or substantially all of the properties and assets of the Issuer on a consolidated basis, unless (i) either (a) the Company Issuer is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation an entity organized under the laws of the United States, any state thereof or the District of Columbia or the Commonwealth of Puerto Rico and expressly assumes by supplemental indenture all of the obligations of the Company Issuer in connection with the Securities Securities, this Indenture and the Registration Rights Agreement, as the case may be, and the Securities, this IndentureIndenture and the Registration Rights Agreement will remain in full force and effect as so supplemented (and any Guarantee shall be confirmed as applied to the surviving entity's obligations); (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, tobasis (and treating any Indebtedness not previously an obligation of the Issuer or any of its Restricted Subsidiaries which becomes the obligation of the Issuer or any of its Restricted Subsidiaries as a result of such transaction as having been incurred at the time of such transaction) to such transaction; (iii) immediately before and immediately after giving effect to such transaction on a pro forma basis, basis (on the Consolidated Net Worth assumption that the transaction occurred on the first day of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company four-quarter period for which financial statements are internally available ending immediately prior to such transaction; (iv) immediately after giving effect to the consummation of such transaction on a with the appropriate adjustments with respect to the transaction being included in such pro forma basiscalculation), either the consolidated resulting, Issuer or the resulting surviving or transferee entity would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Annual Debt Incurrence to EBITDA Ratio provision set forth in the second paragraph of Section 4.11(a4.10, or such Annual Debt to EBITDA Ratio would be lower than such ratio immediately prior to such transaction; provided that this clause (iii) hereofwill no longer be applicable from and after any Investment Grade Date; (iv) at the time of the transaction described above, each Guarantor, if any, unless it is the other party to the transaction described above, will have by supplemental indenture confirmed that its Guarantee shall apply to such Person's obligations under this Indenture and the Securities; and (v) at the Company has delivered time of the transaction described above, the Issuer or the resulting surviving or transferee entity will have delivered, or caused to be delivered, to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating to the effect that such consolidation, merger merger, transfer, sale, assignment, conveyance, transfer, lease or transfer and, if a other transaction and the supplemental indenture is required, such supplemental indenture complies in respect thereof comply with this Indenture and that all conditions precedent herein therein provided for relating to such transaction have been satisfiedcomplied with. Notwithstanding the foregoing, (1) any Restricted Subsidiary may merge with and into any other Restricted Subsidiary or the Issuer and (2) the Issuer may merge with an Affiliate incorporated solely for the purpose of reincorporating the Issuer in another jurisdiction.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, not consolidate with or merge with or into another Person person or, directly or indirectly, sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, Persons unless (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities and this Indenture; (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, to) PRO FORMA basis to such transaction; and (iii) unless such transaction is solely the merger of the Company and one of its previously existing Wholly-owned Subsidiaries which is also a Guarantor and which transaction is not in connection with any other transaction immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma PRO FORMA basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11(a) hereof; 4.11 . Upon any consolidation or merger or any transfer of all or substantially all of the assets of the Company in accordance with the foregoing, the successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to and (vexcept in the case of a lease) be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named therein as the Company, and (except in the case of a lease) the Company has delivered shall be released from the obligations under the Securities and this Indenture except with respect to the Trustee an Officers' Certificate and an Opinion of Counselany obligations that arise from, each stating that such consolidation, merger or transfer and, if a supplemental indenture is requiredare related to, such supplemental indenture complies with this Indenture transaction. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of all or substantially all of the properties and that assets of one or more Subsidiaries, the Company's interest in which constitutes all conditions precedent herein relating or substantially all of the properties and assets of the Company shall be deemed to such transaction have been satisfiedbe the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, consolidate with or merge with or into another Person person or sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities and this Indenture; (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, to) PRO FORMA basis to such transaction; (iii) immediately after giving effect to such transaction on a pro forma PRO FORMA basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is at least equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; and (iv) immediately after giving effect to such transaction on a pro forma PRO FORMA basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in paragraph (a) of Section 4.11(a) hereof; and (v) 4.10. On or prior to the consummation of the proposed transaction, the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that (a) such consolidation, merger merger, sale, assignment, conveyance, transfer, lease or transfer and, if a supplemental indenture is required, disposition and such supplemental indenture complies executed in connection therewith comply with this Indenture and that (b) this transaction shall not impair the rights and powers of the Trustee and Holders of the Securities thereunder. The Trustee shall be entitled to conclusively rely upon such Officer's Certificate and Opinion of Counsel. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of all conditions precedent herein relating or substantially all of the properties and assets of one or more Subsidiaries, the Company's interest in which constitutes all or substantially all of the properties and assets of the Company shall be deemed to such transaction have been satisfiedbe the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, will not consolidate with or merge with or into another Person other than in connection with the Merger, or sell, lease, convey convey, transfer or transfer otherwise dispose of all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities and this Indenture; (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, to) basis to such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, resulting surviving or transferee entity would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Annualized Operating Cash Flow Ratio provision set forth in the second paragraph of Section 4.11(a) hereof4.11; and (viv) the Company has shall have delivered to the Trustee an Officers' Certificate confirming compliance with the requirements of this Section 5.1. For purposes of this Section, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and an Opinion assets of Counselone or more Restricted Subsidiaries of the Company, each stating that such consolidation, merger or transfer andwhich properties and assets, if held by the Company instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a supplemental indenture is requiredconsolidated basis, such supplemental indenture complies with this Indenture shall be deemed to be the transfer of all or substantially all of the properties and that all conditions precedent herein relating to such transaction have been satisfiedassets of the Company.

Limitation on Merger, Sale or Consolidation. (a) (i) The Company shall notwill not merge or consolidate with or into any other Person (whether or not the Company is the surviving entity), and (ii) the Company will not and will not permit its Restricted Subsidiaries to, directly or indirectly, consolidate with or merge with or into another Person or sell, transfer, assign, lease, convey or transfer otherwise dispose of all or substantially all of the Property of the Company and its assets (computed on Restricted Subsidiaries taken as a consolidated basis), whether whole to any Person in a single any one transaction or a series of related transactionstransactions (including, without limitation, dispositions pursuant to another Person or group of affiliated Personsmergers, unless consolidations, Investments and Production Payments and Reserve Sales), in each case unless: (i) either (aA) the Company is the continuing entity or Surviving Entity (bas defined) the resulting, surviving or transferee entity is shall be a corporation organized and existing under the laws of the United States, any state States of America or a State thereof or the District of Columbia and expressly assumes by supplemental indenture all Columbia; (B) in the case of the obligations of the Company a transaction described in connection with the Securities and this Indenture; clause (ii) no Default above, such Property shall have been transferred as an entirety or Event of Default would occur virtually as a consequence of (after giving effect, on a pro forma basis, to) such transactionan entirety to one Person; (iiiC) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis, no Default or Event of Default shall have occurred and be continuing; (D) except in the case of a merger of the Company with a Restricted Subsidiary, immediately after giving effect to such transaction or series of transactions on a pro forma basis, the Surviving Entity would be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 1008; (E) except in the case of a merger of the Company with a Restricted Subsidiary, immediately after giving effect to such transaction or series of transactions on a pro forma basis, the Surviving Entity shall have a Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is equal to at least 90% of or greater than the Consolidated Net Worth of the Company immediately prior to such transactionthe transaction or series of transactions; (ivF) immediately after giving if the Company is not the Surviving Entity, then (1) the Surviving Entity shall have executed and delivered to the Trustee a supplemental indenture satisfactory to the Trustee pursuant to which the Surviving Entity assumes the obligations of the Company under the Indenture and the Notes, (2) each Subsidiary Guarantor (unless it is the Surviving Entity) shall have executed and delivered to the Trustee a supplemental indenture satisfactory to the Trustee confirming that such Subsidiary Guarantor's Subsidiary Guaranty remains in full force and effect to such and guarantees the Surviving Entity's obligations under the Indenture and the Notes, and (3) in the case of a transaction on a pro forma basisdescribed in clause (ii) above in which the transferee assumes all of the obligations of the Company under the Indenture and the Notes, the consolidated resulting, surviving or transferee entity would immediately thereafter Company shall be permitted to Incur at least $1.00 of additional Indebtedness pursuant to released and shall no longer be considered an obligor under the Debt Incurrence Ratio set forth in Section 4.11(a) hereofIndenture and the Notes; and (vG) the Company, and if the Company has is not the Surviving Entity the Surviving Entity, shall have delivered to the Trustee an Officers' Officer's Certificate (attaching the calculations to demonstrate compliance with (D) and (E) above) and an Opinion of Counsel, each stating that such consolidationmerger, merger consolidation or transfer and, if a supplemental indenture is required, disposition and any such supplemental indenture complies indentures comply with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied.the terms of the Indenture. The Term "

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, will not consolidate with or merge with or into another Person or, directly or indirectly, sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated PersonsPersons except for any consolidation or merger with or into, or sale, lease or transfer solely to, a Guarantor, or adopt a plan of liquidation, unless (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity or, in the case of a plan of liquidation, the entity which receives the greatest value from such plan of liquidation is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly 61 71 assumes by supplemental indenture all of the obligations of the Company in connection with the Securities Notes and this the Indenture; (ii) immediately after giving effect to such transaction on a pro forma basis no Default or Event of Default shall exist or would occur as a consequence of (after giving effectoccur, on a pro forma basis, to) such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity or, in the case of a plan of liquidation, the entity which receives the greatest value from such plan of liquidation is at least equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; and (iv) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity or, in the case of a plan of liquidation, the entity which receives the greatest value from such plan of liquidation would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11(a) hereof; and (v) 10. On or prior to the consummation of the proposed transaction, the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, conveyance, transfer, lease or transfer and, if a supplemental indenture is required, disposition and such supplemental indenture complies executed in connection therewith comply with this Indenture Indenture. The Trustee shall be entitled to conclusively rely upon such Officers' Certificate and that Opinion of Counsel. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of all conditions precedent herein relating or substantially all of the properties and assets of one or more Subsidiaries, the Company's interest in which constitutes all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to such transaction have been satisfiedbe the transfer of all or substantially all of the properties and assets of the Company.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, consolidate with or merge with or into another Person or sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless (i) either (a) in the case of a merger or consolidation, the Company is the continuing surviving entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture the due and punctual payment of the principal of and interest (including Additional Amounts, if any, or Additional Interest, if any) on all of the Securities and all of the obligations of the Company in connection with the Securities and this the Indenture; (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately before or after giving effect, effect on a pro forma basis, to) basis to such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11(a) hereof; and (v) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies comply with this the Indenture and that all conditions precedent herein relating to such transaction transactions have been satisfied; and (iv) the resulting, surviving or transferee entity, unless it is a Subsidiary, immediately thereafter has a consolidated net worth not less than that of the Company immediately prior thereto.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, will not consolidate with or merge with or into another Person Person, or sell, lease, convey convey, transfer or transfer otherwise dispose of all or substantially all of its properties and assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, and the Company will not permit any Restricted Subsidiary to enter into any such transaction or series of transactions which would result in a sale, lease, conveyance, transfer or other disposition of all or substantially all of the properties and assets of the Company on a consolidated basis, unless (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation an entity organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities Securities, this Indenture and the Registration Rights Agreement, as the case may be, and the Securities, this IndentureIndenture and the Registration Rights Agreement will remain in full force and effect as so supplemented (and any Guarantee shall be confirmed as applied to the surviving entity's obligations); (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, tobasis (and treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries which becomes the obligation of the Company or any of its Restricted Subsidiaries as a result of such transaction as having been incurred at the time of such transaction) to such transaction; (iii) immediately before and immediately after giving effect to such transaction on a pro forma basis (on the assumption that the transaction occurred on the first day of the four-quarter period for which financial statements are available ending immediately prior to the consummation of such transaction with the appropriate adjustments with respect to the transaction being included in such pro forma calculation), either the Company or resulting surviving or transferee entity would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Annual Operating Cash Flow Ratio provision set forth in the second paragraph of Section 4.11 or such Annual Operating Cash Flow Ratio would be lower than such ratio immediately prior to such transaction; (iv) at the time of the transaction each Issuer, unless it is the other party to the transaction described above, will have by supplemental indenture confirmed that it remains a co-obligor under this Indenture and the Securities; (v) at the time of the transaction each Guarantor, if any, unless it is the other party to the transaction described above, in which case Section 5.1(i)(b) shall apply, will have by supplemental indenture confirmed that its Guarantee shall apply to such Person's obligations under this Indenture and the Securities; and (vi) at the time of the transaction the Company or the resulting surviving or transferee entity will have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an officers' certificate and an opinion of counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, transfer, lease or other transaction and the supplemental indenture in respect thereof comply with this Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with. Notwithstanding the foregoing, any Restricted Subsidiary may merge with and into any other Restricted Subsidiary or the Company. Centennial will not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person (other than the Company or any Guarantor) or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons (other than the Company or any Guarantor) unless at the time and after giving effect thereto (i) either (a) Centennial will be the continuing corporation or (b) the Person (if other than Centennial) formed by such consolidation or into which Centennial is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of Centennial on a Consolidated basis will be a corporation duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of Centennial under the Securities and this Indenture and the Registration Rights Agreement and such Security, Indenture and Registration Rights Agreement will remain in full force and effect; (ii) immediately before and immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth no Default or Event of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter Default will have occurred and be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11(a) hereofcontinuing; and (viii) at the Company has delivered time of the transaction Centennial or the surviving entity will have delivered, or caused to be delivered, to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officersofficers' Certificate certificate and an Opinion opinion of Counselcounsel, each stating to the effect that such consolidation, merger merger, transfer, sale, assignment, conveyance, lease or transfer and, if a other transaction and the supplemental indenture is required, such supplemental indenture complies in respect thereof comply with this Indenture and that all conditions precedent herein therein provided for relating to such transaction have been complied with. In the event that the Company shall merge or consolidate with or into Centennial, the provisions of the first paragraph of this Section are also required to be satisfied.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, consolidate with or merge with or into another Person or sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless (i) either (aA) the Company is the continuing entity or (bB) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities and this Indenture; (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately before or after giving effect, effect on a pro forma basis, to) basis to such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is at least equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; and (iv) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Consolidated Interest Coverage Ratio set forth in Section 4.11(a) hereof; and (v) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, consolidate with or merge with or into another Person or sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities and this Indenture; (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately before or after giving effect, effect on a pro forma basis, to) basis to such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is at least equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; and (iv) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Consolidated Interest Coverage Ratio set forth in Section 4.11(a) hereof; and (v) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and that all conditions precedent herein relating to such transaction have been satisfied.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, will not consolidate with or merge with or into another Person Person, or sell, lease, convey convey, transfer or transfer otherwise dispose of all or substantially all of its properties and assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, and the Company will not permit any Restricted Subsidiary to enter into any such transaction or series of transactions which would result in a sale, lease, conveyance, transfer or other disposition of all or substantially all of the properties and assets of the Company on a consolidated basis, unless (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation an entity organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities Securities, this Indenture and the Registration Rights Agreement, as the case may be, and the Securities, this IndentureIndenture and the Registration Rights Agreement will remain in full force and effect as so supplemented (and any Guarantee shall be confirmed as applied to the surviving entity's obligations); (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, tobasis (and treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries which becomes the obligation of the Company or any of its Restricted Subsidiaries as a result of such transaction as having been incurred at the time of such transaction) to such transaction; (iii) immediately before and immediately after giving effect to such transaction on a pro forma basis (on the assumption that the transaction occurred on the first day of the four-quarter period for which financial statements are available ending immediately prior to the consummation of such transaction with the appropriate adjustments with respect to the transaction being included in such pro forma calculation), either the Company or resulting surviving or transferee entity would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Annual Operating Cash Flow Ratio provision set forth in the second paragraph Section 4.11 or such Annual Operating Cash Flow Ratio would be lower than such ratio immediately prior to such transaction; (iv) at the time of the transaction any co-obligor, unless it is the other party to the transaction described above, will have by supplemental indenture confirmed that it remains a co-obligor under this Indenture and the Securities; (v) at the time of the transaction each Guarantor, if any, unless it is the other party to the transaction described above, will have by supplemental indenture confirmed that its Guarantee shall apply to such Person's obligations under this Indenture and the Securities; and (vi) at the time of the transaction the Company or the resulting surviving or transferee entity will have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an officers' certificate and an opinion of counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, transfer, lease or other transaction and the supplemental indenture in respect thereof comply with this Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with. Notwithstanding the foregoing, any Restricted Subsidiary may merge with and into any other Restricted Subsidiary or the Company. Immediately upon consummation of the Merger, Finance Corp. shall merge with and into Centennial and Centennial shall assume all of Finance Corp.'s obligations under this Indenture and the Securities pursuant to a supplemental indenture and assumption agreement (the "Assumption Agreement") in the form attached hereto as Exhibit G. Centennial will not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person (other than (i) the Company or any Guarantor, (ii) CCW Acquisition Corp. in connection with the Merger or (iii) Finance Corp. upon consummation of the Merger) or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons (other than the Company or any Guarantor) unless at the time and after giving effect thereto (i) either (a) Centennial will be the continuing corporation or (b) the Person (if other than Centennial) formed by such consolidation or into which Centennial is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of Centennial on a Consolidated basis will be a corporation duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of Centennial under the Securities and this Indenture and the Registration Rights Agreement and such Security, Indenture and Registration Rights Agreement will remain in full force and effect; (ii) immediately before and immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth no Default or Event of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter Default will have occurred and be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11(a) hereofcontinuing; and (viii) at the Company has delivered time of the transaction Centennial or the surviving entity will have delivered, or caused to be delivered, to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officersofficers' Certificate certificate and an Opinion opinion of Counselcounsel, each stating to the effect that such consolidation, merger merger, transfer, sale, assignment, conveyance, lease or transfer and, if a other transaction and the supplemental indenture is required, such supplemental indenture complies in respect thereof comply with this Indenture and that all conditions precedent herein therein provided for relating to such transaction have been complied with. In the event that Centennial shall merge or consolidate with or into the Company, the provisions of the first paragraph of this Section are also required to be satisfied.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, consolidate with or merge with or into another Person person or sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities and this Indenture; (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, to) PRO FORMA basis to such transaction; (iii) immediately after giving effect to such transaction on a pro forma PRO FORMA basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is at least equal to at least 90% of the Consolidated Net Worth of the Company immediately prior to such transaction; and (iv) immediately after giving effect to such transaction on a pro forma PRO FORMA basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in paragraph (a) of Section 4.11(a4.10. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) hereof; of all or substantially all of the properties and (v) assets of one or more Subsidiaries, the Company's interest in which constitutes all or substantially all of the properties and assets of the Company has delivered shall be deemed to be the Trustee an Officers' Certificate transfer of all or substantially all of the properties and an Opinion assets of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies with this Indenture and that all conditions precedent herein relating to such transaction have been satisfiedthe Company.

Limitation on Merger, Sale or Consolidation. (a) The Company Issuer shall not, directly or indirectly, consolidate with or merge with or into another Person or sell, lease, convey lease or transfer otherwise dispose of all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated PersonsPersons (other than to its Wholly-Owned Restricted Subsidiaries), unless (i) either (a) in the Company case of a merger or consolidation, the Issuer is the continuing surviving entity or (b) the resulting, surviving Person in such merger or consolidation (if not the Issuer), or transferee entity (in the case of a sale, lease or other disposition of assets) is a corporation company organized under the laws of any member of the European Union on the date hereof or any state of the United States, any state thereof or the District of Columbia States and expressly assumes by supplemental indenture all of the obligations of the Company Issuer in connection with the Securities Notes and this the Indenture; (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately before or after giving effect, effect on a pro forma basis, to) such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company immediately prior basis to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11(a) hereof; and (viii) the Company Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture complies comply with this the Indenture and that all conditions precedent herein in the Indenture relating to such transaction transactions have been satisfied. Notwithstanding the foregoing, none of the foregoing conditions shall apply, so long as not later than the effective date of any such merger, consolidation or other Business Combination, all of the Notes then outstanding shall have been repurchased for cash or converted in accordance with Section 4.08, or converted into Ordinary Shares as contemplated by Section 3.02 or Section 6.12.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, not consolidate with or merge with or into another Person person or, directly or indirectly, sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless (i) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Securities Notes and this Indenture; (ii) no Default or Event of Default would shall exist or shall occur as a consequence of (immediately after giving effect, effect on a pro forma basis, to) such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated resulting, surviving or transferee entity is equal to at least 90% of the Consolidated Net Worth of the Company immediately prior basis to such transaction; and (iviii) immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity would immediately thereafter be permitted to Incur incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11(a) hereof; 4.11. Upon any consolidation or merger or any transfer of all or substantially all of the assets of the Company in accordance with the foregoing, the successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to and (vexcept in the case of a lease) be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named therein as the Company, and (except in the case of a lease) the Company has delivered shall be released from the obligations under the Notes and this Indenture except with respect to the Trustee an Officers' Certificate and an Opinion of Counselany obligations that arise from, each stating that such consolidation, merger or transfer and, if a supplemental indenture is requiredare related to, such supplemental indenture complies with this Indenture transaction. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of all or substantially all of the properties and that assets of one or more Subsidiaries, the Company's interest in which constitutes all conditions precedent herein relating or substantially all of the properties and assets of the Company shall be deemed to such transaction have been satisfiedbe the transfer of all or substantially all of the properties and assets of the Company.