Merger, Consolidation or Sale. The Company and each of the Guarantors may consolidate with, or sell, lease or convey all or substantially all of the Company’s or its assets to, or merge with or into, any other entity, provided that the following conditions are met:
Merger, Consolidation or Sale of All or Substantially All Assets 142 Section 5.02. Successor Person Substituted 145 DEFAULTS AND REMEDIES Section 6.01. Events of Default 145 Section 6.02. Acceleration 147 Section 6.03. Other Remedies 148 Section 6.04. Waiver of Past Defaults 148 Section 6.05. Control by Majority 148 Section 6.06. Limitation on Suits 148 Section 6.07. Right of Holders to Xxx for Payment 149 Section 6.08. Collection Suit by Trustee 149 Section 6.09. Restoration of Rights and Remedies 149 Section 6.10. Rights and Remedies Cumulative 149 Section 6.11. Delay or Omission Not Waiver 149 Section 6.12. Trustee May File Proofs of Claim 149 Section 6.13. Priorities 150 Section 6.14. Undertaking for Costs 150 ARTICLE 7 TRUSTEE AND AGENTS Section 7.01. Duties of Trustee 150 Section 7.02. Rights of Trustee 151 Section 7.03. Individual Rights of Trustee 153 Section 7.04. Trustee’s Disclaimer 153 Section 7.05. Notice of Defaults 154 Section 7.06. Compensation and Indemnity 154 Section 7.07. Replacement of Trustee 155 Section 7.08. Successor Trustee by Merger, etc 156 Section 7.09. Eligibility; Disqualification 156 Section 7.10. Resignation of Agents 156 Section 7.11. Agents’ Rights 157 Section 7.12. FATCA 158 ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance 158 Section 8.02. Legal Defeasance and Discharge 158 Section 8.03. Covenant Defeasance 159 Section 8.04. Conditions to Legal or Covenant Defeasance 159
Merger, Consolidation or Sale. OF ALL OR SUBSTANTIALLY ALL ASSETS
Merger, Consolidation or Sale. Solely for purposes of the Notes, Section 801 and Section 803 of the Indenture are hereby modified and amended to include, in addition to clauses (1), (2) and (3), the following additional clause:
Merger, Consolidation or Sale of Assets)) hereof with respect to the outstanding Notes and the Guarantees on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, (i) with respect to the outstanding Notes, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and (ii) payment on the Notes may not be accelerated because of an Event of Default specified in Section 6.1(3) (Events of Default) (but only if such Event of Default is triggered solely by a failure to comply with the conditions set forth in clause (a)(4)(a) of Section 4.20 (
Merger, Consolidation or Sale of All or Substantially All Assets 93 Section 5.02 Successor Corporation Substituted 95 ARTICLE 6 DEFAULTS AND REMEDIES Section 6.01 Events of Default 96 Section 6.02 Acceleration 99 Section 6.03 Other Remedies 99 Section 6.04 Waiver of Past Defaults 99 Section 6.05 Control by Majority 99 Section 6.06 Limitation on Suits 100 Section 6.07 Rights of Holders of Notes to Receive Payment 100 Section 6.08 Collection Suit by Trustee 100 Section 6.09 Restoration of Rights and Remedies 101 Section 6.10 Rights and Remedies Cumulative 101 Section 6.11 Delay or Omission Not Waiver 101 Section 6.12 Trustee May File Proofs of Claim 101 Section 6.13 Priorities 102 Section 6.14 Undertaking for Costs 102
Merger, Consolidation or Sale of Assets 22 Section 5.02. Successor Corporation Substituted 23 ARTICLE 6
Merger, Consolidation or Sale of All or Substantially All Assets.
Merger, Consolidation or Sale. The Company may enter into an agreement of merger, consolidation, or sale or other transfer of substantially all the assets of the Company upon the decision of the Managing Member, with the approval of the holders of the Voting Shares.
Merger, Consolidation or Sale of All or Substantially All Assets (clauses (a), (b), (c), (e) and (f))
