Common use of Merger, Consolidation or Sale of Assets Clause in Contracts

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (a) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (c) immediately after such transaction no Default or Event of Default exists and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Appears in 5 contracts

Samples: Trico Marine Services (Trico Marine Services Inc), Trico Marine Services (Saevik Shipping As), Trico Marine Services (Trico Marine Services Inc)

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Merger, Consolidation or Sale of Assets. The Company Issuer shall not consolidate or merge with or into (whether or not the Company Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (ai) the Company Issuer is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or and existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) such Issuer), or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made made, assumes all the obligations of the Company Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction transaction, no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company Issuer with or into a one of its Wholly Owned Restricted Subsidiary of the CompanySubsidiaries, the Company Issuer or the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) willmade, shall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted have a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Issuer immediately prior to incur at least $1.00 such transaction. Notwithstanding the foregoing clauses (iii) and (iv), (a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of additional Indebtedness pursuant its properties and assets to the Consolidated Interest Coverage Ratio test set forth Issuer and (b) the Issuer may merge with an Affiliate incorporated solely for the purpose of reincorporating the Issuer in the first paragraph of Section 4.09 hereofanother jurisdiction. In connection with any consolidationthe case of a sale, merger assignment, lease, transfer, conveyance or other disposition contemplated by this provisionof all or substantially all of the assets of the Issuer, upon the assumption provided for in clause (ii) above, the Company Issuer shall deliver, or cause to be delivered, discharged from all further liability and obligation under this Indenture. Prior to the Trusteeproposed transaction, in form and substance reasonably satisfactory the Issuer shall deliver to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating of which shall state that such consolidation, merger or disposition transfer and the such supplemental indenture in respect thereto comply with this provision Article 5 and that all conditions precedent in the Indenture herein provided for relating to such transaction or transactions have been complied with.

Appears in 5 contracts

Samples: Pledge Agreement (Pg&e National Energy Group Inc), Pledge Agreement (Pg&e National Energy Group Inc), Pledge Agreement (Pg&e National Energy Group Inc)

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) willmade, at the time of such transaction and after giving pro forma effect thereto to such transaction as if such transaction had occurred at the beginning of the applicable four-quarter period, most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding such transaction either: (A) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereofor (B) would have a pro forma Fixed Charge Coverage Ratio that is greater than the actual Fixed Charge Coverage Ratio for the same four-quarter period without giving pro forma effect to such transaction. In connection with Notwithstanding clause (iv) in the immediately foregoing paragraph, (i) any consolidationRestricted Subsidiary may consolidate with, merger merge into or disposition contemplated by this provision, transfer all or part of its properties and assets to the Company; and (ii) the Company shall deliver, may merge with an Affiliate that has no significant assets or cause to be delivered, to liabilities and was incorporated solely for the Trustee, purpose of reincorporating the Company in form another State of the United States so long as the amount of Indebtedness of the Company and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withits Restricted Subsidiaries is not increased thereby.

Appears in 4 contracts

Samples: Indenture (L-3 Communications Cincinnati Electronics CORP), L 3 Communications Holdings Inc, Indenture (Eer Systems Inc)

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporationentity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person unless (a) the Company is the surviving corporation Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture Company, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Notes and this Indenture; (c) immediately after such transaction no Default or Event of Default exists exists; and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (Ai) will shall have Consolidated Net Worth immediately after the transaction equal (but prior to any purchase accounting adjustments or greater accrual of deferred tax liabilities resulting from the transaction) not less than the Consolidated Net Worth of the Company immediately preceding the transaction and (Bii) willwould, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Indebtedness to Cash Flow Ratio test set forth in the first paragraph of Section 4.09 hereof4.09. In connection with any consolidation, merger or disposition contemplated by this provisionNotwithstanding the foregoing, the Company shall deliver, may merge with another Person if (a) the Company is the surviving Person; (b) the consideration issued or cause to be delivered, to paid by the Trustee, Company in form such merger consists solely of Equity Interests (other than Disqualified Stock) of the Company or Equity Interests of EchoStar; and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating (c) immediately after giving effect to such transaction or transactions have been complied withmerger, the Company's Indebtedness to Cash Flow Ratio does not exceed the Company's Indebtedness to Cash Flow Ratio immediately prior to such merger.

Appears in 4 contracts

Samples: Indenture (Echostar DBS Corp), Echostar DBS Corp, Echostar DBS Corp

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions, to another Person Person, unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (ciii) immediately after such transaction no Default or Event of Default exists and exists, (div) except in the case of a the amalgamation, consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary or with or into any Person solely for the purpose of effecting a change in the state of incorporation of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company)) shall, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after on the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Expense Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, and (v) the Company shall deliver, or cause to be delivered, have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, transfer, conveyance or other disposition and the supplemental indenture in respect thereto comply complies with this provision and that Indenture. In addition, the Company shall not, directly or indirectly, lease all conditions precedent or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets by the Indenture provided for relating Company to such transaction or transactions have been complied withany of its Wholly Owned Restricted Subsidiaries.

Appears in 3 contracts

Samples: Indenture (Amkor Technology Inc), Indenture (Amkor Technology Inc), Indenture (Amkor Technology Inc)

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) willmade, at the time of such transaction and after giving pro forma effect thereto to such transaction as if such transaction had occurred at the beginning of the applicable four-quarter period, most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding such transaction either (A) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereofor (B) would have a pro forma Fixed Charge Coverage Ratio that is greater than the actual Fixed Charge Coverage Ratio for the same four-quarter period without giving pro forma effect to such transaction. In connection with Notwithstanding clause (iv) in the immediately foregoing paragraph, (i) any consolidationRestricted Subsidiary may consolidate with, merger merge into or disposition contemplated by this provision, transfer all or part of its properties and assets to the Company shall deliver, and (ii) the Company may merge with an Affiliate that has no significant assets or cause to be delivered, to liabilities and was incorporated solely for the Trustee, purpose of reincorporating the Company in form another State of the United States so long as the amount of Indebtedness of the Company and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withits Restricted Subsidiaries is not increased thereby.

Appears in 3 contracts

Samples: Indenture (L 3 Communications Holdings Inc), Indenture (L-3 Communications SPD Technologies Inc), Southern California Microwave Inc

Merger, Consolidation or Sale of Assets. The Company Issuer shall not consolidate or merge with or into (whether or not the Company Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (ai) the Company Issuer is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or and existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) such Issuer), or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made made, assumes all the obligations of the Company Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction transaction, no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company Issuer with or into a one of its Wholly Owned Restricted Subsidiary of the CompanySubsidiaries, the Company Issuer or the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) willmade, shall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereofhereof and (B) have a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Issuer immediately prior to such transaction. Notwithstanding the foregoing clauses (iii) and (iv), (a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Issuer and (b) the Issuer may merge with an Affiliate incorporated solely for the purpose of reincorporating the Issuer in another jurisdiction. In connection with any consolidationthe case of a sale, merger assignment, lease, transfer, conveyance or other disposition contemplated by this provisionof all or substantially all of the assets of the Issuer, upon the assumption provided for in clause (ii) above, the Company Issuer shall deliver, or cause to be delivered, discharged from all further liability and obligation under this Indenture. Prior to the Trusteeproposed transaction, in form and substance reasonably satisfactory the Issuer shall deliver to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating of which shall state that such consolidation, merger or disposition transfer and the such supplemental indenture in respect thereto comply with this provision Article 5 and that all conditions precedent in the Indenture herein provided for relating to such transaction or transactions have been complied with.

Appears in 3 contracts

Samples: Pledge Agreement (Pg&e National Energy Group Inc), Pledge Agreement (Pg&e National Energy Group Inc), Pledge Agreement (Pg&e National Energy Group Inc)

Merger, Consolidation or Sale of Assets. The Except as otherwise provided in Section 11.06, the Company and any Guarantor shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company or such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions, to another Person unless unless: (ai) the Company or such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation or other legal entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Guarantor) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company or such Guarantor under the Registration Rights Agreement, the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company or a Guarantor with or into a Wholly Owned Restricted Subsidiary of the Company or a Guarantor, or the merger or consolidation of a Restricted Subsidiary with or into the Company or a transfer of all or substantially all of the assets of a Restricted Subsidiary to the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth will, immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provisionaddition, the Company shall delivernot, directly or cause to be deliveredindirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition Company and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withGuarantors.

Appears in 3 contracts

Samples: Indenture (Communities Home Builders Inc), Wci Communities Inc, Wci Communities Inc

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Senior Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists and exists; (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, hereof and (v) the Company shall deliver, or cause to be delivered, has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, transfer, lease, conveyance or other disposition and the such supplemental indenture in respect thereto comply complies with this provision Article and that all conditions precedent in the Indenture herein provided for relating to such transaction or transactions have been complied with.

Appears in 3 contracts

Samples: Indenture (Riddell Sports Inc), Indenture (Varsity Spirit Corporation), Indenture (Riddell Sports Inc)

Merger, Consolidation or Sale of Assets. The Company shall not not, in a single transaction or series of related transactions, consolidate or merge with or into (whether or not the Company is the surviving corporation)any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its properties or the Company’s assets in one or more related transactions, (determined on a consolidated basis for the Company and the Company’s Restricted Subsidiaries) to another any Person unless (i) either: (a) the Company is shall be the surviving corporation or continuing corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or to into which such the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and of the Company’s Restricted Subsidiaries substantially as an entirety (the “Surviving Entity”): (x) shall have been made is be a corporation organized or and validly existing under the laws of the United States, States of America or any state State thereof or the District of Columbia; and (y) shall expressly assume, by supplemental indenture (b) in form and substance satisfactory to the Person formed by or surviving any such consolidation or merger (Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, premium, if other than any, and interest on all of the Company) or Notes and the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes performance of every covenant and all the obligations of the Company under the Notes and Notes, this Indenture pursuant and the Registration Rights Agreement to a supplemental indenture in a form reasonably satisfactory to be performed or observed on the Trustee, part of the Company; (c) immediately after such transaction no Default or Event of Default exists and (dii) except in the case of a merger of the Company with or into a Wholly Wholly-Owned Restricted Subsidiary of the CompanyCompany and except in the case of a merger entered into solely for the purpose of reincorporating the Company in another jurisdiction, immediately after giving effect to such transaction and the assumption contemplated by clause (i)(b)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the Person formed by or surviving any such consolidation or merger (if other than the Company)case may be, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In , (iii) except in the case of a merger of the Company with or into a Wholly-Owned Restricted Subsidiary of the Company and except in the case of a merger entered into solely for the purpose of reincorporating the Company in another jurisdiction, immediately after giving effect to such transaction and the assumption contemplated by clause (i)(b)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred and any Lien granted in connection with any consolidationor in respect of the transaction), merger no Default or disposition contemplated by this provision, Event of Default shall have occurred or be continuing; and (iv) the Company or the Surviving Entity shall deliver, or cause to be delivered, have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, transfer, lease, conveyance or other disposition and the and, if a supplemental indenture is required in respect thereto connection with such transaction, such supplemental indenture comply with the applicable provisions of this provision Indenture and that all conditions precedent in the this Indenture provided for relating to such transaction or transactions have been complied withsatisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. However, transfer of assets (i) between or among the Company and its Restricted Subsidiaries, (ii) between and among Foreign Subsidiaries that are Restricted Subsidiaries or (iii) from Foreign Subsidiaries to the Company or a Guarantor will not be subject to this Section 5.01. Notwithstanding anything in this Section 5.01 to the contrary, the merger of PP Acquisition Corporation with and into Polypore, Inc. on the Issue Date shall be permitted under this Indenture without complying with the requirements of this Section 5.01.

Appears in 3 contracts

Samples: Indenture (Daramic, LLC), Indenture (Polypore International, Inc.), Indenture (Polypore International, Inc.)

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes Notes, the Indenture and this Indenture the Registration Rights Agreement pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction both immediately prior to and immediately after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Debt to Cash Flow Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Appears in 3 contracts

Samples: Indenture (SFX Entertainment Inc), Indenture (SFX Broadcasting Inc), SFX Entertainment Inc

Merger, Consolidation or Sale of Assets. The Company shall not (a) Neither of the Issuers shall, directly or indirectly, consolidate or merge with or into another Person (whether or not the Company such Issuer is the surviving corporation), survivor) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions, to another Person unless unless: (ai) the Company either (A) such Issuer is the surviving corporation entity of such transaction; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or to which such sale, assignment, transfer, lease, -43- conveyance or other disposition shall have been made (the "SUCCESSOR COMPANY") is a corporation an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, provided that EOTT Finance may not consolidate or merge with or into any entity other than a corporation satisfying such requirement for so long as the Company remains a limited liability company; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company such Issuer under the Notes and this Indenture pursuant to a supplemental indenture indentures in a form forms reasonably satisfactory to the Trustee, ; (ciii) immediately after giving pro forma effect to such transaction transaction, no Default or Event of Default exists and exists; (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Companyimmediately after giving pro forma effect to such transaction, the Company such Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer), or to which except in the case of such salea transaction involving EOTT Finance, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at on the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 5.12 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, ; and (v) such Issuer has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the transfer and, if a supplemental indenture in respect thereto comply is required, such supplemental indenture complies with this provision Indenture and that all conditions precedent in the Indenture provided for therein relating to such transaction or transactions have has been complied withsatisfied.

Appears in 2 contracts

Samples: Indenture (Eott Energy Finance Corp), Indenture (Eott Energy Finance Corp)

Merger, Consolidation or Sale of Assets. The Company Holdings shall not not, in a single transaction or series of related transactions, consolidate or merge with or into (whether or not the Company Holdings is the surviving corporation), or directly and/or indirectly through its Restricted Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets determined on a consolidated basis for Holdings and its Restricted Subsidiaries taken as a whole in one or more related transactions, to another corporation, Person or entity unless (ai) the Company Holdings is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the CompanyHoldings) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the CompanyHoldings) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company Holdings, under the Notes Exchange Debentures and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists and exists; (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company Holdings or the entity or Person formed by or surviving any such consolidation or merger (if other than the CompanyHoldings), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company Holdings immediately preceding the transaction and (B) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company 4.10; and (v) Holdings shall deliver, or cause to be delivered, have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of CounselCounsel addressed to the Trustee with respect to the foregoing matters; provided, each stating however, that such consolidation, the requirement set forth in clause (iv) above shall not apply to a merger between Holdings and any Wholly Owned Subsidiary or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withany merger between Wholly Owned Subsidiaries.

Appears in 2 contracts

Samples: Indenture (Cottontops Inc), Indenture (Anvil Holdings Inc)

Merger, Consolidation or Sale of Assets. The Company Without waiving the provisions of Section 4.1(a), it shall be a condition precedent to the merger of Tenant into another entity, to the consolidation of Tenant with one or more other entities, and to the sale or other disposition of all or substantially all the assets of Tenant to one or more other entities that the surviving entity or transferee of assets, as the case may be, shall deliver to Landlord and, as required by the Indenture, Lender an acknowledged instrument in recordable form assuming all obligations, covenants and responsibilities of Tenant hereunder and under any instrument executed by Tenant relating to the Premises or this Lease, including, without limitation, any consent to the assignment of Landlord's interest in this Lease to Lender as security for indebtedness. Tenant covenants that it will not merge or consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey sell or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionsunless such instruments shall have been so delivered. In addition, to another Person unless (a) the Company is the surviving corporation or the Person formed by or surviving any it shall be a condition of such merger, consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance sale or other disposition shall have been made is a corporation organized of all or existing under the laws substantially all of the United Statesassets of Tenant that (i) no Event of Defaultthen exists under this Lease, (ii) Guarantor confirms that its guaranty of Tenant's obligations under this Lease will be unaffected by, and will remain in full force and effect in accordance with its terms following, such merger, consolidation or sale of the assets, and (iii) Residual Value Insurer confirms that the Residual Value Policy will be unaffected by, and will remain in full force and effect in accordance with its terms following, such merger, consolidation or sale of the assets. The surviving entity of any state thereof merger or consolidation or the District transferee of Columbia, (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (c) immediately after such transaction no Default or Event of Default exists and (d) except assets allowed above must be organized in the case of United States and must have a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction net worth and credit standing equal to or greater than the Consolidated Net Worth net worth and credit standing of Tenant on the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant day prior to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated consolidation or disposition, and Landlord and, as required by this provisionthe Indenture, the Company Lender shall deliverbe given, or cause as a prerequisite to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and consolidation or disposition, a written certification from the supplemental indenture in respect thereto comply with chief financial officer of Tenant that the provisions of this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions Section have been complied withsatisfied.

Appears in 2 contracts

Samples: Lease Agreement (Maxxam Inc), Lease Agreement (Maxxam Inc)

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person unless (a) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (c) immediately after such transaction no Default or Event of Default exists and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof, provided, however, that this clause (d) shall no longer be effective if the Terminated Covenants shall have terminated in accordance with Section 4.19 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, (i) an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the any supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withwith and (ii) an Opinion of Counsel stating that the requirements of Section 5.01(a) and (b) have been satisfied.

Appears in 2 contracts

Samples: Indenture (Hornbeck Offshore Services Inc /La), Indenture (Hornbeck Offshore Services Inc /La)

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter periodthereto, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation512, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that if such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withcovenant is then applicable.

Appears in 2 contracts

Samples: Arcadia Financial (Arcadia Financial LTD), Indenture (Olympic Financial LTD)

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Senior Registration Rights Agreement, the Senior Notes and this Senior Note Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Senior Note Trustee, ; (ciii) immediately before and after such transaction no Default or Event of Default exists shall have occurred; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the CompanySubsidiary, the Company or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made will, immediately after such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth would, immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, not be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest less than such Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, for the Company shall deliverand its Restricted Subsidiaries immediately prior to such transaction. The Company may not, directly or cause to be deliveredindirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 will not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Trustee, in form Company and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withits Restricted Subsidiaries.

Appears in 2 contracts

Samples: Ball Corp, Ball Corp

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the CompanyCompany (other than a Receivables Subsidiary), the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than 95% of the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-fourth quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Appears in 2 contracts

Samples: Pillowtex Corp, Tennessee Woolen Mills Inc

Merger, Consolidation or Sale of Assets. The Company shall DBS Corp may not consolidate or merge with or into (whether or not the Company DBS Corp is the surviving corporationentity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person unless (a) the Company DBS Corp is the surviving corporation Person or the Person formed by or surviving any such consolidation or merger (if other than the CompanyDBS Corp) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (b) the Person formed by or surviving any such consolidation or merger (if other than the CompanyDBS Corp) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture DBS Corp, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Notes and this Indenture; (c) immediately after such transaction no Default or Event of Default exists exists; and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company DBS Corp or the Person formed by or surviving any such consolidation or merger (if other than the CompanyDBS Corp), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (Ai) will shall have Consolidated Net Worth immediately after the transaction equal (but prior to any purchase accounting adjustments or greater accrual of deferred tax liabilities resulting from the transaction) not less than the Consolidated Net Worth of the Company DBS Corp immediately preceding the transaction and (Bii) willwould, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Indebtedness to Cash Flow Ratio test set forth in Section 4.9. Notwithstanding the first paragraph foregoing, DBS Corp may merge with another Person if (a) DBS Corp is the surviving Person; (b) the consideration issued or paid by DBS Corp in such merger consists solely of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form Equity Interests (other than Disqualified Stock) of DBS Corp; and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating (c) immediately after giving effect to such transaction or transactions have been complied withmerger, DBS Corp's Indebtedness to Cash Flow Ratio does not exceed DBS Corp's Indebtedness to Cash Flow Ratio immediately prior to such merger.

Appears in 2 contracts

Samples: Echostar Communications Corp, Echostar Communications Corp

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Appears in 2 contracts

Samples: Indenture (Prime Medical Services Inc /Tx/), Sun Medical Technologies Inc /Ca/

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or with, merge with or into (whether or not the Company is the surviving corporation)into, or sell, assignconvey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties property and assets (as an entirety or assets substantially an entirety in one transaction or more a series of related transactions) to, any Person or permit any Person to another Person unless merge with or into the Company unless: (ai) the Company is shall be the surviving corporation continuing Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or to into which the Company is merged or that acquired or leased such sale, assignment, transfer, lease, conveyance or other disposition property and assets of the Company shall have been made is be a corporation organized or and validly existing under the laws of the United StatesStates of America or any jurisdiction thereof and shall expressly assume, any state thereof or by a supplemental indenture, executed and delivered to the District Trustee, all of Columbia, (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company on all of the Securities and under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, Indenture; (cii) immediately after giving effect to such transaction transaction, no Default or Event of Default exists shall have occurred and be continuing; (diii) except in the case of immediately after giving effect to such transaction on a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Companypro forma basis, the Company or any Person becoming the Person formed by or surviving any such consolidation or merger (if other than successor obligor of the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition Securities shall have been made (A) will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and prior to such transaction; (Biv) will, at the time of immediately after giving effect to such transaction and after giving on a pro forma effect thereto as if such transaction had occurred at basis the beginning Company, or any Person becoming the successor obligor of the applicable four-quarter periodSecurities, be permitted to could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in under the first paragraph of Section 4.09 hereof. In connection with any consolidation, 5.09; PROVIDED that this clause (iv) shall not apply to the merger or disposition contemplated by this provisionof a corporation, the sole material asset of which consists of Common Stock of the Company shall deliver(and options, warrants or cause other rights to be deliveredpurchase or acquire such Common Stock), into the Company, if (a) the Chief Executive Officer of the Company delivers to the Trustee a certificate on behalf of the Company, in the form attached hereto as Schedule III, to the Trusteeeffect that to his best knowledge there are no liabilities, contingent or otherwise, of such corporation and (b) the only consideration received by the stockholders of such corporation in connection with such merger consists of Common Stock of the Company (and options, warrants other rights to purchase or acquire such Common Stock), in form the aggregate in an amount not to exceed the amount thereof held by such corporation immediately prior to such merger; and substance reasonably satisfactory (v) the Company delivers to the Trustee, Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv)) and an Opinion of Counsel, in each case stating that such consolidation, merger or disposition transfer and the such supplemental indenture in respect thereto comply complies with this provision and that all conditions precedent in the Indenture provided for herein relating to such transaction or transactions have been complied with; PROVIDED, however, that clauses (iii) and (iv) above do not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of incorporation of the Company; and PROVIDED FURTHER that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

Appears in 2 contracts

Samples: Indenture (International Fast Food Corp), Indenture (International Fast Food Corp)

Merger, Consolidation or Sale of Assets. The Neither the Company nor any Guarantor shall not consolidate or merge with or into (whether or not the Company or such Guarantor, as the case may be, is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company or such Guarantor, as the case may be, is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Guarantor) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company or such Guarantor, as the case may be, under the Notes or such Guarantor's Note Guarantee thereof and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company or a Guarantor with or into the Company or a Wholly Owned Restricted Subsidiary of the Company, the Company Company, such Guarantor or the entity or Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Guarantor), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (Aa) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth worth of the Company immediately preceding the transaction and (Bb) will, at the time of such transaction and after giving pro forma effect thereto (including pro forma expense and cost reductions) as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Appears in 2 contracts

Samples: Indenture (Holmes Products Corp), Indenture (Holmes Products Corp)

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporationentity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person unless (a) the Company is the surviving corporation Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture Company, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Notes and this Indenture; (c) immediately after such transaction no Default or Event of Default exists exists; and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (Ai) will shall have Consolidated Net Worth immediately after the transaction equal (but prior to any purchase accounting adjustments or greater accrual of deferred tax liabilities resulting from the transaction) not less than the Consolidated Net Worth of the Company immediately preceding the transaction and (Bii) willwould, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Indebtedness to Cash Flow Ratio test set forth in Section 4.09. Notwithstanding the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provisionforegoing, the Company shall deliver, may merge with another Person if (a) the Company is the surviving Person; (b) the consideration issued or cause to be delivered, to paid by the Trustee, Company in form such merger consists solely of Equity Interests (other than Disqualified Stock) of the Company; and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating (c) immediately after giving effect to such transaction or transactions have been complied withmerger, the Company's Indebtedness to Cash Flow Ratio does not exceed the Company's Indebtedness to Cash Flow Ratio immediately prior to such merger.

Appears in 2 contracts

Samples: Escrow Agreement (Echostar DBS Corp), Echostar DBS Corp

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) except in the case of a merger or consolidation of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, (b) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this the Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger or consolidation of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Appears in 2 contracts

Samples: Senior Subordinated Note Purchase Agreement (Transtechnology Corp), Impac Group Inc /De/

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations Obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists and exists; (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Indebtedness to Adjusted Operating Cash Flow Ratio test set forth in Section 4.09(a) hereof and (v) each Subsidiary Guarantor, if any, unless it is the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, other party to the Trusteetransactions described above, in form and substance reasonably satisfactory shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person's obligations under the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition Indenture and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withNotes.

Appears in 2 contracts

Samples: Indenture (Pegasus Satellite Communications Inc), Pegasus Communications Corp /

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporationentity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person unless (a) the Company is the surviving corporation Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture Company, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Notes and this Indenture; (c) immediately after such transaction no Default or Event of Default exists exists; and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (Ai) will shall have Consolidated Net Worth immediately after the transaction equal (but prior to any purchase accounting adjustments or greater accrual of deferred tax liabilities resulting from the transaction) not less than the Consolidated Net Worth of the Company immediately preceding the transaction and (Bii) willwould, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Indebtedness to Cash Flow Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with4.09.

Appears in 2 contracts

Samples: Indenture (Echostar Broadband Corp), Echostar Communications Corp

Merger, Consolidation or Sale of Assets. The Company shall EchoStar may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person unless (a) the Company EchoStar is the surviving corporation Person or the Person formed by or surviving any such consolidation or merger (if other than the CompanyEchoStar) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (b) the Person formed by or surviving any such consolidation or merger (if other than the CompanyEchoStar) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture EchoStar, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Notes and this Indenture; (c) immediately after such transaction no Default or Event of Default exists exists; and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company EchoStar or the Person formed by or surviving any such consolidation or merger (if other than the Company)merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (Ai) will shall have Consolidated Net Worth immediately after the transaction equal (but prior to any purchase accounting adjustments or greater accrual of deferred tax liabilities resulting from the transaction) not less than the Consolidated Net Worth of the Company EchoStar immediately preceding the transaction and (Bii) will, at will have an Indebtedness to Cash Flow Ratio immediately after the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at that does not exceed EchoStar's Indebtedness to Cash Flow Ratio immediately preceding the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.transaction

Appears in 2 contracts

Samples: Echostar Communications Corp, Echostar Communications Corp

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporationentity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Subordinated Notes and this Indenture pursuant to a supplemental indenture agreements in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with4.09.

Appears in 2 contracts

Samples: Indenture (Sf Holdings Group Inc), Indenture (Sf Holdings Group Inc)

Merger, Consolidation or Sale of Assets. The Subject to Section 4.15, the Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person Person, unless (a) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, Trustee and (c) immediately after such transaction no Default or Event of Default exists and exists. The foregoing will not prohibit the consummation of any transaction(s) contemplated by the Plan or (di) except in the case of a merger of between the Company with or into and a Wholly Owned Restricted Subsidiary or (ii) a merger between the Company and an Affiliate incorporated solely for the purpose of reincorporating the Company in another State of the CompanyUnited States so long as, in each case, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth amount of Indebtedness of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereofits Restricted Subsidiaries is not increased thereby. In connection with any consolidation, merger or disposition contemplated by this provision, the The Company shall deliver, not lease all or cause substantially all of its assets to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withany Person.

Appears in 2 contracts

Samples: Nextwave Personal Communications Inc, Nextwave Personal Communications Inc

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of its the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person unless (ai) (A) the Company is the surviving corporation corporation, limited liability company, business trust or limited partnership; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation corporation, limited liability company, business trust or limited partnership organized or existing under the laws of the United States, any state thereof or the District of Columbia; provided that in the case of (A) or (B) above, if the surviving Person is a limited liability company, business trust or limited partnership, a corporation which is Wholly Owned Subsidiary of the surviving Person shall act as joint and several obligor with respect to the Notes; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made made: (A) will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction transaction; and (B) will, at on the time date of such the transaction and after giving pro forma effect thereto to the transaction and any related financing transactions as if such transaction they had occurred at the beginning of the applicable four-quarter period, will be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Appears in 2 contracts

Samples: Indenture (Ames Department Stores Inc), Indenture (Ames Department Stores Inc)

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Indenture pursuant to a supplemental indenture indentures in a form forms reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the CompanyCompany and except in the case of a merger entered into solely for the purpose of incorporating the Company or reincorporating the Company in another jurisdiction, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable fourFour-quarter periodQuarter Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof4.09. In connection with The Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any consolidationother Person. The provisions of this Section 5.01 shall not be applicable to a merger, merger sale, assignment, transfer, conveyance or other disposition contemplated by this provisionof assets between or among the Company and any of its Restricted Subsidiaries. Notwithstanding the foregoing, the Company is permitted to reorganize as a corporation in accordance with the procedures established in this Indenture (and AC Capital Corp. may thereafter liquidate); provided that the Company shall deliver, or cause to be delivered, have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and Trustee an Opinion of Counsel, each stating Counsel in the United States reasonably acceptable to the Trustee confirming that such consolidationreorganization (and, merger if applicable, liquidation of AC Capital Corp.) is not adverse to holders of the Notes from a U.S. federal tax standpoint (it being recognized that such reorganization shall not be deemed adverse to the holders of the Notes solely because (i) of the accrual of deferred tax liabilities resulting from such reorganization or disposition (ii) the successor or surviving corporation (a) is subject to income tax as a corporate entity or (b) is considered to be an "includible corporation" of an affiliated group of corporations within the meaning of the Code or any similar state or local law) and the supplemental indenture in respect thereto comply with this provision and that all certain other conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withare satisfied.

Appears in 2 contracts

Samples: Anthony Crane Sales & Leasing Lp, Anthony Crane Holdings Capital Corp

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person unless (a) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such that sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such that sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (c) immediately after such that transaction no Default or Event of Default exists exists; and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such that sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (Bi) will, at the time of such transaction and after giving pro forma effect thereto as if such that transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereofhereof or (ii) would, together with its Restricted Subsidiaries, have a higher Fixed Charge Coverage Ratio immediately after that transaction (after giving pro forma effect thereto as if that transaction had occurred at the beginning of the applicable four-quarter period) than the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries immediately prior to that transaction. In connection with any consolidationThe foregoing clause (d) will not prohibit (i) a merger between the Company and a Wholly Owned Subsidiary of Parent created for the purpose of holding the Capital Stock of the Company; (ii) a merger between the Company and a Wholly Owned Restricted Subsidiary; or (iii) a merger between the Company and an Affiliate incorporated solely for the purpose of reincorporating the Company in another State of the United States so long as, merger or disposition contemplated by this provisionin each 57 case, the amount of Indebtedness of the Company shall deliver, and its Restricted Subsidiaries is not increased thereby. The Company will not lease all or cause substantially all of its assets to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withany Person.

Appears in 2 contracts

Samples: Indenture (Charles River Laboratories Inc), Indenture (Charles River Laboratories Holdings Inc)

Merger, Consolidation or Sale of Assets. The Company shall will not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made is a corporation organized or existing under the laws of the United States, any state thereof of the United States or the District of Columbia, (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall will have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture agreements in a form reasonably satisfactory to the Trustee, (ciii) immediately after such transaction transaction, no Default or Event of Default exists and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made (A) will would have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereoftransaction. In connection with any consolidation, merger or disposition contemplated by this provisionaddition, the Company shall deliverwill not lease all or substantially all of its properties or assets, in one or cause to be deliveredmore related transactions, to the Trustee, in form and substance reasonably satisfactory any other Person. The provisions of this Section 5.01 will not be applicable to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such a consolidation, merger merger, sale, assignment, transfer, conveyance or other disposition of properties or assets between or among (i) the Company and its Wholly Owned Restricted Subsidiaries or (ii) the supplemental indenture in respect thereto comply with this provision Company and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withHoldings.

Appears in 2 contracts

Samples: Supplemental Indenture (Xm Satellite Radio Holdings Inc), Supplemental Indenture (Xm Satellite Radio Holdings Inc)

Merger, Consolidation or Sale of Assets. The Company shall not No Issuer shall, directly or indirectly, consolidate or merge with or into (whether or not the Company such Issuer is the surviving corporationentity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Issuers and their Restricted Subsidiaries, taken as a whole, in one or more related transactionstransactions to, to another Person unless unless: (i) either: (a) the Company such Issuer is the surviving corporation corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company Issuers under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company Issuers or the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuers), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after shall, on the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter periodfiscal quarter, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Debt to Cash Flow Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provisionaddition, the Company shall deliverIssuers may not, directly or cause to be deliveredindirectly, lease all or substantially all of their properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Trustee, in form Issuers and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion any of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withtheir Restricted Subsidiaries.

Appears in 2 contracts

Samples: Insight Communications Co Inc, Insight Communications Co Inc

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture hereunder pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than 90% of the Consolidated Net Worth of the Company immediately preceding the transaction and (B) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 4.09(a) hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withSECTION 5.02.

Appears in 2 contracts

Samples: License Agreement (Finlay Fine Jewelry Corp), License Agreement (Finlay Enterprises Inc /De)

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person unless (a) the Company is the surviving corporation survivor or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the “Successor Company”) is a corporation corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Person formed by or surviving any such consolidation or merger Successor Company (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (c) immediately after such transaction no Default or Event of Default exists and exists, (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto to the transaction as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to either (1) the Successor Company may incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, (2) the Consolidated Interest Coverage Ratio of the Successor Company is no less than the Consolidated Coverage Ratio of the Company immediately before such transaction; provided, however, that this clause (d) shall deliverno longer be effective if the Terminated Covenants terminate as provided in Section 4.19 hereof; (e) if the Company is not the Successor Company in such transaction, or cause to be delivered, to each Guarantor (unless it is the TrusteeSuccessor Company, in which case clause (b) above will apply) confirms by supplemental indenture in a form and substance reasonably satisfactory to the Trustee, Trustee that its Subsidiary Guarantee will apply to the Successor Company’s obligations in respect of this Indenture and the Notes and that its Subsidiary Guarantee will continue to be in effect; and (f) the Company or the Successor Company (if it is not the Company) delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidationtransaction and such supplemental indenture, merger or disposition and the supplemental indenture in respect thereto if any, comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withIndenture.

Appears in 2 contracts

Samples: Indenture (Hornbeck Offshore Services Inc /La), Indenture (Hornbeck Offshore Services Inc /La)

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Subordinated Registration Rights Agreement, the Senior Subordinated Notes and this Senior Subordinated Note Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Senior Subordinated Note Trustee, ; (ciii) immediately before and after such transaction no Default or Event of Default exists shall have occurred; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the CompanySubsidiary, the Company or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made will, immediately after such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or (B) the Fixed Charge Coverage Ratio for the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth would, immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, not be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest less than such Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, for the Company shall deliverand its Restricted Subsidiaries immediately prior to such transaction. The Company may not, directly or cause to be deliveredindirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 will not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Trustee, in form Company and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withits Restricted Subsidiaries.

Appears in 2 contracts

Samples: Ball Corp, Ball Corp

Merger, Consolidation or Sale of Assets. The Company Holdings shall not consolidate or merge with or into (whether or not the Company Holdings is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company Holdings is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the CompanyHoldings) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the CompanyHoldings) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company Holdings under the Notes Registration Rights Agreement, the Debentures and this Indenture pursuant to a supplemental indenture indentures in a form forms reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company Holdings with or into a Wholly Owned Restricted Subsidiary of Holdings and except in the Companycase of a merger entered into solely for the purpose of incorporating Holdings or reincorporating Holdings in another jurisdiction, the Company Holdings or the entity or Person formed by or surviving any such consolidation or merger (if other than the CompanyHoldings), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable fourFour-quarter periodQuarter Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof4.09. In connection Holdings shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this covenant will not be applicable to a merger, sale, assignment, transfer, conveyance or other disposition of assets between or among Holdings and any of its Restricted Subsidiaries. Notwithstanding the foregoing, Holdings is permitted to reorganize as a corporation in accordance with any consolidationthe procedures established in this Indenture (and AC Holdings Corp. may thereafter liquidate); provided that Holdings shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that such reorganization (and, merger if applicable, liquidation of AC Holdings Corp.) is not adverse to holders of the Debentures from a U.S. federal tax standpoint (it being recognized that such reorganization shall not be deemed adverse to the holders of the Debentures solely because (i) of the accrual of deferred tax liabilities resulting from such reorganization or disposition contemplated by this provision, (ii) the Company shall deliver, successor or cause surviving corporation (a) is subject to income tax as a corporate entity or (b) is considered to be delivered, to an "includible corporation" of an affiliated group of corporations within the Trustee, in form meaning of the Code or any similar state or local law) and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all certain other conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withare satisfied.

Appears in 2 contracts

Samples: Anthony Crane Sales & Leasing Lp, Anthony Crane Holdings Capital Corp

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person Person, unless (ai) either: (A) the Company is the surviving corporation corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, Columbia (b) the Person formed by or surviving any such consolidation or merger Person, the “Successor Company”); (if other than the Companyii) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made any Successor Company assumes all the obligations of the Company under the Notes and Notes, this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to and the Trustee, Registration Rights Agreement and (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, (A) the Company or the Person formed by or surviving any such consolidation or merger (if other than Successor Company shall, on the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereofhereof or (B) the Fixed Charge Coverage Ratio for the Company or the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction. The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any of its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate with no liabilities (other than de minimis liabilities), provided that such Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating the Company in another state of the United States, so long as, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. In connection with any consolidation, merger or disposition contemplated by this provisionaddition, the Company shall delivernot, directly or cause to be deliveredindirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Trustee, in form Company and substance reasonably satisfactory to any of the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withGuarantors.

Appears in 2 contracts

Samples: Indenture (Asbury Automotive Group Inc), Indenture (Asbury Automotive Group Inc)

Merger, Consolidation or Sale of Assets. The Company Anvil shall not not, in a single transaction or series of related transactions, consolidate or merge with or into (whether or not the Company Anvil is the surviving corporation), or directly and/or indirectly through its Restricted Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets determined on a consolidated basis for Anvil and its Restricted Subsidiaries taken as a whole in one or more related transactions, to another corporation, Person or entity unless (ai) the Company Anvil is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the CompanyAnvil) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the CompanyAnvil) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company Anvil, under the Senior Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists and exists; (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company Anvil or the entity or Person formed by or surviving any such consolidation or merger (if other than the CompanyAnvil), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company Anvil immediately preceding the transaction and (B) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company 4.10; and (v) Anvil shall deliver, or cause to be delivered, have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of CounselCounsel addressed to the Trustee with respect to the foregoing matters; provided, each stating however, that such consolidation, the requirement set forth in clause (iv) above shall not apply to a merger between Anvil and any Wholly Owned Subsidiary or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withany merger between Wholly Owned Subsidiaries.

Appears in 2 contracts

Samples: Indenture (Anvil Holdings Inc), Indenture (Cottontops Inc)

Merger, Consolidation or Sale of Assets. The Company shall not Neither Issuer may consolidate or merge with or into (whether or not the Company such Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, 66 conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Companysuch Issuer) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company Issuers under the Registration Rights Agreement, the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately prior thereto and immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the CompanyCompany and except in the case of a merger entered into solely for the purpose of reincorporating the Company in another jurisdiction, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, (x) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described in Section 4.09 hereof4.9 hereof or (y) the Fixed Charge Coverage Ratio for the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) would be greater than such ratio for the Company or such surviving entity immediately prior to such transaction. In connection with any consolidation, merger or disposition contemplated by this provisionNotwithstanding the foregoing, the Company shall deliverbe permitted to reorganize as a corporation in accordance with the procedures established in this Indenture, or cause to be delivered, provided that the Company shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and Trustee an Opinion of Counsel, each stating Counsel in the United States reasonably acceptable to the Trustee confirming that such consolidationreorganization is not adverse to Holders of the Notes (it being recognized that such reorganization shall not be deemed adverse to the Holders of the Notes solely because (i) of the accrual of deferred tax liabilities resulting from such reorganization or (ii) the successor or surviving corporation (a) is subject to income tax as a corporate entity or (b) is considered to be an "includible corporation" of an affiliated group of corporations within the meaning of the Code or any similar state or local law) and certain other conditions are satisfied. The entity or the Person formed by or surviving any consolidation or merger (if other than the Company) will succeed to, merger or disposition and be substituted for, and may exercise every right and power of, the supplemental indenture in respect thereto comply with Issuers under this provision and that all conditions precedent Indenture, but, in the Indenture provided for relating case of a lease of all or substantially all its assets, neither Issuer will be released from the obligation to such transaction or transactions have been complied withpay the principal of and interest on the Notes.

Appears in 2 contracts

Samples: Alliance Laundry Holdings LLC, Alliance Laundry Holdings LLC

Merger, Consolidation or Sale of Assets. (a) The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions, to another Person unless unless: (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes Registration Rights Agreement, the Notes, and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists (or an event that, with the passing of time or giving of notice or both, would constitute an Event of Default) shall exist or shall occur immediately after giving effect on a pro forma basis to such transaction; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transfer and the such supplemental indenture in respect thereto (if any) comply with the Indenture. The Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this provision covenant will not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets solely between or among the Company and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withits Wholly Owned Subsidiaries.

Appears in 2 contracts

Samples: Metromedia Fiber Network Inc, Metromedia Fiber Network Inc

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions, to another Person unless unless: (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, or Bermuda; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Indenture pursuant to a supplemental indenture in a form and substance reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of immediately after such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in either clause (i) or (ii) of the first paragraph of Section 4.09 hereof. In connection with The Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any consolidationother Person. The provisions of this covenant will not be applicable to a sale, merger assignment, transfer, conveyance or other disposition contemplated by this provision, of assets between or among the Company shall deliver, or cause to be delivered, to and its Wholly Owned Restricted Subsidiaries and any of the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withGuarantors.

Appears in 2 contracts

Samples: Global Crossing LTD LDC, Global Crossing LTD

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), ) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such merger, consolidation or merger sale of assets (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the entity or Person formed by or surviving any such merger, consolidation or merger sale of assets (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (ciii) immediately after such transaction no Default or Event of Default exists and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such merger, consolidation or merger sale of assets (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Appears in 2 contracts

Samples: Indenture (B&g Foods Inc), Indenture (RWBV Acquisition Corp)

Merger, Consolidation or Sale of Assets. The Company (a) MBIA shall not merge or consolidate or merge with or into (whether or not the Company is the surviving corporation), any other Person or sell, assignconvey, transfer, lease, convey transfer or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionsto any Person, to another Person unless (ai) (A) in the Company case of a merger or consolidation, MBIA is the surviving corporation or (B) in the Person formed by case of a merger or consolidation where MBIA is not the surviving corporation and in the case of any such consolidation or merger (if other than the Company) or to which such sale, assignmentconveyance, transfer, lease, conveyance transfer or other disposition shall have been made disposition, the successor corporation is a corporation organized or and existing under the laws of the United States, any state States or a State thereof or the District of Columbia, (b) the Person formed and such corporation expressly assumes by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes supplemental fiscal agency agreement all the obligations of the Company MBIA under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the TrusteeAgreement, (cii) immediately after such transaction no Default or Event of Default exists and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of any such transaction and after giving pro forma effect thereto as if merger or consolidation, or such transaction had occurred at the beginning sale, conveyance, transfer or other disposition, MBIA shall not have failed to make payment of the applicable four-quarter periodinterest on, be permitted to incur at least $1.00 principal of additional Indebtedness pursuant or Redemption Price or Make Whole Redemption Price with respect to the Consolidated Interest Coverage Ratio test set forth in Notes after having satisfied the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, Payment Restrictions and (iii) MBIA has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Fiscal Agent an Officers' Certificate and an Opinion of Counsel, each stating that such merger, consolidation, merger sale, conveyance, transfer or other disposition and the supplemental indenture in respect thereto comply complies with this provision Section and that all conditions precedent in the Indenture herein provided for relating to such transaction or transactions and supplemental fiscal agency agreement, if any, have been complied with. In the event of the assumption by a successor corporation of the obligations of MBIA as provided in clause (i)(B) of the immediately preceding sentence, such successor corporation shall succeed to and be substituted for MBIA under this Agreement and the Notes and all such obligations of MBIA shall terminate.

Appears in 2 contracts

Samples: Fiscal Agency Agreement (Mbia Inc), Fiscal Agency Agreement

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes Notes, this Indenture, the Intercreditor Agreements and this Indenture the Security Agreements, pursuant to a supplemental indenture agreements in a form reasonably satisfactory to the Trustee, (ciii) immediately after such transaction transaction, no Default or Event of Default exists and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) willshall, at on the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Total Consolidated Interest Coverage Ratio Indebtedness to Adjusted Consolidated Operating Cash Flow ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provisionaddition, the Company shall delivernot, directly or cause to be deliveredindirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to the Trustee, in form and substance reasonably satisfactory any other Person. The provisions of this Section 5.01 shall not be applicable to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such a consolidation, merger merger, sale, assignment, transfer, conveyance or other disposition of properties or assets between or among (i) the Company and its Wholly Owned Restricted Subsidiaries or (ii) the supplemental indenture in respect thereto comply with this provision Company and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withHoldings.

Appears in 2 contracts

Samples: Xm Satellite Radio Holdings Inc, Xm Satellite Radio Inc

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Appears in 2 contracts

Samples: Amcraft Building Products Co Inc, Amcraft Building Products Co Inc

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or directly and/or indirectly through its Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and assets of the Company and its properties or assets Subsidiaries taken as a whole in one or more related transactions, to another any other Person unless (aa)(i) the Company is the surviving corporation or (ii) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the entity or Person described in this clause (ii), the “Successor Company”) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made Successor Company assumes all the obligations of the Company under the Notes and this Indenture Agreement pursuant an amendment or supplement to a supplemental indenture this Agreement and each other instrument, document or agreement entered into by the Company in connection therewith, in each case in a form reasonably satisfactory to the TrusteeRequired Holders, (c) immediately after such transaction no Default or Event of Default exists and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger Successor Company (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (Ai) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (Bii) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test and Debt Ratio tests set forth in the first paragraph of Section 4.09 8.4(a) hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Appears in 2 contracts

Samples: Exchange Agreement (Check Mart of New Mexico Inc), Exchange Agreement (Check Mart of New Mexico Inc)

Merger, Consolidation or Sale of Assets. The Except as otherwise provided in Section 10.05, the Company and any Guarantor shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company or such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions, to another Person unless unless: (ai) the Company or such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation or other legal entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Guarantor) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company or such Guarantor under the Notes and this Indenture pursuant to a supplemental indenture indenture, the Collateral Documents and the Intercreditor Agreement and the successor Person shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral pledged by or transferred to such successor Person, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions, in each case in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company or a Guarantor with or into a Wholly Owned Restricted Subsidiary of the Company or a Guarantor, or the merger or consolidation of a Restricted Subsidiary with or into the Company or a transfer of all or substantially all of the assets of a Restricted Subsidiary to the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth will, immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provisionaddition, the Company shall delivernot, directly or cause to be deliveredindirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition Company and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withGuarantors.

Appears in 2 contracts

Samples: Supplemental Indenture (Wci Communities Inc), Form of Indenture (Valimar Home & Land Company, LLC)

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person unless (i) either (a) the Company is the surviving corporation corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made is a corporation organized or existing under the laws of the United States, any state thereof of the United States or the District of Columbia (or if such entity is not a corporation existing under the laws of the United States, any state of the United States or the District of Columbia, a co-obligor of the Notes is a corporation organized or existing under any such laws); (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made assumes all the obligations of the Company under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; (iv) immediately after such transaction after giving pro forma effect thereto and (d) except in any related financing transactions as if the case of a merger same had occurred at the beginning of the Company with or into a Wholly Owned Restricted Subsidiary of the Companyapplicable four-quarter period, either the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidationhereof or the Fixed Charge Coverage Ratio of the Company or the surviving Person, merger as applicable, or of the Person to which such sale, assignment, transfer, conveyance or other disposition contemplated by this provisionhas been made, would not be less than the Fixed Charge Coverage Ratio of the Company immediately prior to the transaction; and (v) the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating to the effect that such consolidation, merger merger, sale, conveyance, assignment, transfer, lease or other disposition complies with the requirements of this Indenture, and an opinion of counsel stating that the Notes, this Indenture and Subsidiary Guarantees, as applicable, constitute valid and binding obligations of the Company and the supplemental indenture Guarantors, subject to customary exceptions. In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in respect thereto comply one or more related transactions, to any other Person. Notwithstanding the preceding clause (iv), (a) any Restricted Subsidiary of the Company may consolidate with, merge into or sell, assign, transfer or convey all or part of its properties and assets to the Company and (b) the Company may merge with this provision an Affiliate that has no significant assets or liabilities and that all conditions precedent in was formed solely for the Indenture provided for relating purpose of changing the jurisdiction of organization of the Company to such transaction or transactions have been complied withanother state of the United States so long as the amount of the Company’s Indebtedness and the Indebtedness of the Restricted Subsidiaries is not increased thereby.

Appears in 2 contracts

Samples: Indenture (Parker Drilling Co /De/), Parker Drilling Co /De/

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations Obligations of the Company under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists and exists; (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Indebtedness to Adjusted Operating Cash Flow Ratio test set forth in Section 4.09(a) hereof and (v) each Subsidiary Guarantor, if any, unless it is the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, other party to the Trusteetransactions described above, in form and substance reasonably satisfactory shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person's obligations under the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition Indenture and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withNotes.

Appears in 2 contracts

Samples: Indenture (Pegasus Communications Corp), Indenture (Pegasus Communications Corp)

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture Indenture in a form reasonably satisfactory to the Trustee, (c) immediately after such transaction no Default or Event of Default exists and (diii) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, immediately after such transaction no Default or Event of Default exists and (iv) except in the case of a merger of the Company with or into a Wholly Owned Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness (in addition to Permitted Indebtedness) pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 4.9(a) hereof. In connection with any consolidation, merger or disposition transfer contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transfer and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the this Indenture provided for relating to such transaction or transactions have been complied with.

Appears in 2 contracts

Samples: Indenture (Taylor Companies Inc), Dawson Production Services Inc

Merger, Consolidation or Sale of Assets. The Company Neither of the Issuers shall not consolidate or merge with or into or wind up into (whether or not the Company such entity is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another any Person unless (ai) the Company or Venetian, as the case may be, is the surviving corporation Person or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or Venetian) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation Person organized or existing under the laws of the United States, any state thereof or thereof, the District of Columbia, or any territory thereof; (bii) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or Venetian) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company Issuers under the Notes and this Indenture pursuant to a supplemental indenture or other documents or instruments in a form reasonably satisfactory to the Trustee, Senior Subordinated Note Trustee under the Senior Subordinated Notes and this Indenture; (ciii) immediately after such transaction no Default or Event of Default exists and exists; (div) except such transaction will not result in the case loss or suspension or material impairment of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, any material Gaming License; (v) the Company or the Venetian or any Person formed by or surviving any such consolidation or merger (if other than the Company)merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will shall have Consolidated Net Worth (immediately after the transaction but prior to any purchase accounting adjustments resulting from the transaction) equal to or greater than the Consolidated Net Worth of the Company or Venetian immediately preceding the transaction and (B) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; and (vi) such transactions would not require any Holder of Senior Subordinated Notes (other than any Person acquiring the Company or Venetian or their assets or any Affiliate thereof) to obtain a gaming license or be qualified under the laws of any applicable gaming jurisdiction; provided that such Holder would not have been required to obtain a gaming license or be qualified under the laws of any applicable gaming jurisdiction in the absence of such transactions. In connection with any consolidation, merger or disposition contemplated by this provisionNotwithstanding the foregoing, the Company shall deliver, Issuers may consolidate or cause to be delivered, to merge with or wind up into each other without meeting the Trustee, requirements set forth in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withclause (v) above.

Appears in 1 contract

Samples: Grand Canal Shops Mall Construction LLC

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, in one or more related transactionstransactions to, to another Person Person, unless (ai) either the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee and, if such Person is a limited liability company or limited partnership, a co-issuer of the Notes that is a corporation will become obligated on the Notes and become party to this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, Trustee and (ciii) immediately after such transaction transaction, no Default or Event of Default exists and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and or (B) will, at would on the time date of such transaction and after giving pro forma effect thereto and to any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter periodmost recently ended four fiscal quarters for which internal financial statements are available, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest have a Fixed Charge Coverage Ratio test set forth in that is not less than the first paragraph Fixed Charge Coverage Ratio of Section 4.09 hereofthe Company for such period calculated without giving pro forma effect to such transaction and any related financing transactions. In connection with any consolidation, merger or disposition contemplated by this provisionaddition, the Company shall delivernot, directly or cause to be deliveredindirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not apply to a sale, merger, assignment, transfer, conveyance or other disposition of assets between or among the Trustee, in form Company and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion any of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withits Restricted Subsidiaries.

Appears in 1 contract

Samples: Indenture (Amerisourcebergen Corp)

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), ) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture under the Securities and this Indenture in a form reasonably satisfactory to the Trustee, (ciii) immediately after such transaction transaction, no Default or Event of Default exists and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test shall satisfy certain financial requirements set forth in the first paragraph of this Indenture or in a Board Resolution, supplemental indenture hereto or an Officer's Certificate pursuant to Section 4.09 2.2 hereof. In connection with The Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any consolidationother Person. The provisions of this Section 5.1 shall not be applicable to a sale, merger assignment, transfer, conveyance or other disposition contemplated by this provision, or assets between or among the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withits Wholly Owned Subsidiaries.

Appears in 1 contract

Samples: Windmere Durable Holdings Inc

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person Person, unless (i) either (a) the Company is the surviving corporation or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof of the United States or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made assumes all the obligations of the Company under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made (A) will have Consolidated Net Worth immediately after shall, on the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing 47 transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provisionaddition, the Company shall delivernot, directly or cause to be deliveredindirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to the Trusteeany other Person. This Section 5.01 shall not apply to a sale, in form and substance reasonably satisfactory to the Trusteelicense, an Officers' Certificate and an Opinion lease, assignment, transfer, conveyance or other disposition of Counsel, each stating that such consolidation, assets (by way of merger or disposition otherwise) between or among the Company and any of the supplemental indenture Guarantors. The Company may merge with an Affiliate incorporated for the purpose of reincorporating the Company in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating another jurisdiction to such transaction realize tax or transactions have been complied withother benefits.

Appears in 1 contract

Samples: Carters Imagination Inc

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ; or (ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions, to another Person unless Person; unless: (1) either: (a) the Company is the surviving corporation corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (b2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee, ; (c3) immediately after such transaction no Default or Event of Default exists exists; and (d4) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company)) shall, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after on the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 1009 hereof; or (b) have a Fixed Charge Coverage Ratio that is the same or higher than the Fixed Charge Coverage Ratio of the Company immediately prior to such transactions; PROVIDED, HOWEVER, that this clause (4) shall be suspended during any period in which the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants. In connection with any consolidation, merger or disposition contemplated by this provisionaddition, the Company shall delivermay not, directly or cause to be deliveredindirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This Section 801 shall not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Trustee, in form Company and substance reasonably satisfactory to any of its Wholly Owned Subsidiaries or any of the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withGuarantors.

Appears in 1 contract

Samples: First Supplemental Indenture (Key Energy Services Inc)

Merger, Consolidation or Sale of Assets. The Company Issuer shall not consolidate or merge with or into (whether or not the Company Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (ai) the Company Issuer is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or and existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) such Issuer), or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made made, assumes all the obligations of the Company such Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company Issuer with or into a one of its Wholly Owned Restricted Subsidiary of the CompanySubsidiaries, the Company Issuer or the entity or Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereofhereof and (B) have a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Issuer immediately prior to such transaction. Notwithstanding the foregoing clauses (iii) and (iv), (a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Issuer and (b) the Issuer may merge with an Affiliate incorporated solely for the purpose of reincorporating the Issuer in another jurisdiction. In connection with any consolidationthe case of a sale, merger assignment, lease, transfer, conveyance or other disposition contemplated by this provisionof all or substantially all of the assets of the Issuer, upon the assumption provided for in clause (ii) above, the Company Issuer shall deliver, or cause to be delivered, discharged from all further liability and obligation under this Indenture. Prior to the Trusteeproposed transaction, in form and substance reasonably satisfactory the Issuer shall deliver to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, Counsel each stating of which shall state that such consolidation, merger or disposition transfer and the such supplemental indenture in respect thereto comply with this provision Article 5 and that all conditions precedent in the Indenture herein provided for relating to such transaction or transactions have been complied with.

Appears in 1 contract

Samples: Indenture (Amf Bowling Worldwide Inc)

Merger, Consolidation or Sale of Assets. The Company and any Guarantor shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company or such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions, to another Person unless unless: (ai) the Company or such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation or other legal entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Guarantor) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company or such Guarantor under the Registration Rights Agreement, the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company or 53 60 a Guarantor with or into a Wholly Owned Restricted Subsidiary of the Company or a Guarantor, or the merger or consolidation of a Restricted Subsidiary with or into the Company or a transfer of all or substantially all of the assets of a Restricted Subsidiary to the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction transaction; and (B) will, at the time of immediately after such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provisionaddition, the Company shall delivernot, directly or cause to be deliveredindirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition Company and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withGuarantors.

Appears in 1 contract

Samples: Wci Communities Inc

Merger, Consolidation or Sale of Assets. (a) The Company Issuer shall not consolidate or merge with or into (whether or not the Company Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company Issuer is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company Issuer under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company Issuer with or into a Wholly Owned Restricted Subsidiary of the CompanyIssuer, the Company Issuer or the entity or Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company Issuer immediately preceding the transaction and (B) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.quarter

Appears in 1 contract

Samples: Indenture (Shop Vac Corp)

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (a) the Company is the surviving corporation corporation, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations Obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (c) immediately after such transaction no Default or Event of Default exists exists, and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described in Section 4.09 4.12 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Appears in 1 contract

Samples: Duane Reade Inc

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Merger, Consolidation or Sale of Assets. (a) The Company shall will not and will not permit any of its Subsidiaries to consolidate or with, merge with or into (whether or not the Company is the surviving corporation)into, or sell, assign, transfer, lease, convey convey, transfer or otherwise dispose of (a "transfer") all or substantially all of its properties assets (as an entirety 60 or assets substantially as an entirety in one transaction or more a series of related transactions), to another any Person unless unless: (ai) the Company is or such Subsidiary, as the surviving corporation case may be, shall be the continuing Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Subsidiary) formed by such consolidation or into which the Company or such Subsidiary, as the case may be, is merged or to which the properties and assets of the Company or such saleSubsidiary, assignmentas the case may be, transfer, lease, conveyance or other disposition are transferred shall have been made is be a corporation organized or and existing under the laws of the United States, States or any state State thereof or the District of ColumbiaColumbia and shall expressly assume, (b) by a supplemental indenture, executed and delivered to the Person formed by or surviving any such consolidation or merger (if other than Trustee, in form satisfactory to the Company) or the Person to which such saleTrustee, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all of the obligations of the Company or such Subsidiary, as the case may be, under the Senior Notes and this Indenture, and the obligations under this Indenture pursuant to a supplemental indenture shall remain in a form reasonably satisfactory to the Trustee, full force and effect; (cii) immediately before and immediately after giving effect to such transaction transaction, no Default or Event of Default exists shall have occurred and be continuing; and (diii) except in the case of immediately after giving effect to such transaction on a merger of pro forma basis the Company with or into a Wholly Owned Restricted Subsidiary of such Person could incur at least $1.00 additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.06 hereof; and (iv) immediately thereafter, the Company, the Company such Subsidiary or the Person formed by or other surviving any such consolidation or merger (if other than entity, as the Company)case may be, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company or such Subsidiary, as the case may be, immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating prior to such transaction or transactions have been complied withtransaction.

Appears in 1 contract

Samples: Unison Healthcare Corp

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person unless (a) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (c) immediately after such transaction no Default or Event of Default exists and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Appears in 1 contract

Samples: Hornbeck Offshore Services Inc /De/

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Pledge Agreement, the Security Agreement, the Notes and this Indenture pursuant to a supplemental indenture agreements in a form reasonably satisfactory to the Trustee, (ciii) immediately after such transaction transaction, no Default or Event of Default exists and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) willshall, at on the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Total Consolidated Interest Coverage Ratio Indebtedness to Adjusted Consolidated Operating Cash Flow ratio test set forth in clause (a) of the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provisionaddition, the Company shall delivernot, directly or cause to be deliveredindirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Trustee, in form Company and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withits Wholly Owned Restricted Subsidiaries.

Appears in 1 contract

Samples: Xm Satellite Radio Inc

Merger, Consolidation or Sale of Assets. The Company shall not may not, directly or indirectly (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions, to another Person Person, unless (1) either (a) the Company is the surviving corporation corporation, or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (c3) immediately after such transaction no Default or Event of Default exists exists, and (d4) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth will, immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt to Consolidated Interest Coverage Cash Flow Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provisionaddition, the Company shall delivermay not, directly or cause to be deliveredindirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This Section 5.01 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Trustee, in form Company and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withits Restricted Subsidiaries.

Appears in 1 contract

Samples: Indenture (Madison River Capital LLC)

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person unless or entity unless: (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma PRO FORMA effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Appears in 1 contract

Samples: Indenture (Inex Corp)

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists and exists; (div) except in the case of the Merger or a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) willmade, shall be permitted, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, ; and (v) the Company shall deliver, or cause to be delivered, have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, transfer, conveyance or other disposition and the and, if a supplemental indenture is required in respect thereto connection with such transaction, such supplemental indenture comply with the applicable provisions of this provision Indenture and that all conditions precedent in the this Indenture provided for relating to such transaction or transactions have been complied withsatisfied.

Appears in 1 contract

Samples: Gni Group Inc /De/

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person unless (i) either (a) the Company is the surviving corporation corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made is a corporation organized or existing under the laws of the United States, any state thereof of the United States or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made assumes all the obligations of the Company under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in immediately after such transaction after giving pro forma effect thereto and any related financing transactions as if the case of a merger same had occurred at the beginning of the Company with or into a Wholly Owned Restricted Subsidiary of the Companyapplicable four-quarter period, either the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereofhereof or the Fixed Charge Coverage Ratio of the Company or the surviving Person, as applicable, or of the Person to which such sale, assignment, transfer, conveyance or other disposition has been made, would not be less than the Fixed Charge Coverage Ratio of the Company immediately prior to the transaction. In connection with any consolidation, merger or disposition contemplated by this provisionaddition, the Company shall delivermay not, directly or cause to be deliveredindirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. Notwithstanding the Trusteepreceding clause (iv), in form (a) any Restricted Subsidiary of the Company may consolidate with, merge into or sell, assign, transfer or convey all or part of its properties and substance reasonably satisfactory assets to the Trustee, Company and (b) the Company may merge with an Officers' Certificate Affiliate that has no significant assets or liabilities and an Opinion was formed solely for the purpose of Counsel, each stating that such consolidation, merger or disposition changing the jurisdiction of organization of the Company to another state of the United States so long as the amount of the Company's Indebtedness and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in Indebtedness of the Indenture provided for relating to such transaction or transactions have been complied withRestricted Subsidiaries is not increased thereby.

Appears in 1 contract

Samples: Parker Drilling Co /De/

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) willmade, at the time of such transaction and after giving pro forma effect thereto to such transaction as if such transaction had occurred at the beginning of the applicable four-quarter period, most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding such transaction either (A) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereofor (B) would have a pro forma Fixed Charge Coverage Ratio that is greater than the actual Fixed Charge Coverage Ratio for the same four-quarter period without giving pro forma effect to such transaction. In connection with Notwithstanding clause (iv) in the immediately foregoing paragraph, (i) any consolidationRestricted Subsidiary may consolidate with, merger merge into or disposition contemplated by this provision, transfer all or part of its properties and assets to the Company shall deliver, and (ii) the Company may merge with an Affiliate that has no significant assets or cause to be delivered, to liabilities and was incorporated solely for the Trustee, purpose of reincorporating the Company in form another State of the United States so long as the amount of Indebtedness of the Company and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withits Restricted Subsidiaries is not increased thereby.

Appears in 1 contract

Samples: Indenture (L 3 Communications Corp)

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation or other entity (A) organized or existing under the laws of the United States, any state thereof or the District of ColumbiaColumbia or (B) organized and validly existing under the laws of a jurisdiction outside of the United States of America, with its common stock, or American Depository Receipts representing such shares of common stock, traded on a national securities exchange in the United States of America or through Nasdaq, (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (ciii) immediately after such transaction transaction, no Default or Event of Default exists and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than corporation, as the Company)case may be, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant delivered to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form Trustee and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such merger, consolidation, merger conveyance, transfer or disposition and the supplemental indenture in respect thereto lease comply with this provision Article Seven and that all conditions precedent in the Indenture herein provided for relating to such transaction or transactions have been complied withsatisfied.

Appears in 1 contract

Samples: Cubist Pharmaceuticals Inc

Merger, Consolidation or Sale of Assets. The Company Holdings shall not consolidate or merge with or into (whether or not the Company Holdings is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company Holdings is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the CompanyHoldings) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the CompanyHoldings) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company Holdings under the Notes Debentures and this Indenture pursuant to a supplemental indenture indentures in a form forms reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company Holdings with or into a Wholly Owned Restricted Subsidiary of Holdings and except in the Companycase of a merger entered into solely for the purpose of incorporating Holdings or reincorporating Holdings in another jurisdiction, the Company Holdings or the entity or Person formed by or surviving any such consolidation or merger (if other than the CompanyHoldings), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable fourFour-quarter periodQuarter Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof4.09. In connection Holdings shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this covenant will not be applicable to a merger, sale, assignment, transfer, conveyance or other disposition of assets between or among Holdings and any of its Restricted Subsidiaries. Notwithstanding the foregoing, Holdings is permitted to reorganize as a corporation in accordance with any consolidationthe procedures established in this Indenture (and AC Holdings Corp. may thereafter liquidate); provided that Holdings shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that such reorganization (and, merger if applicable, liquidation of AC Holdings Corp.) is not adverse to holders of the Debentures from a U.S. federal tax standpoint (it being recognized that such reorganization shall not be deemed adverse to the holders of the Debentures solely because (i) of the accrual of deferred tax liabilities resulting from such reorganization or disposition contemplated by this provision, (ii) the Company shall deliver, successor or cause surviving corporation (a) is subject to income tax as a corporate entity or (b) is considered to be delivered, to an "includible corporation" of an affiliated group of corporations within the Trustee, in form meaning of the Code or any similar state or local law) and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all certain other conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withare satisfied.

Appears in 1 contract

Samples: Indenture (Anthony Crane Rental Holdings Lp)

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (a) either: (i) the Company is the surviving corporation or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all of the obligations of the Company under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee, (c) immediately after such transaction no Default or Event of Default exists and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, (i) an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture agreements in respect thereto comply with this provision and that all conditions precedent in the this Indenture provided for relating to such transaction or transactions have been complied withwith and (ii) an Opinion of Counsel stating that the requirements of Section 5.01(a) and (b) have been satisfied. Notwithstanding the foregoing, each of Frontier Oil Corporation and Frontier Escrow Corporation may consummate the Escrow Corp. Merger, the Merger and related transactions without compliance with this Article 5.

Appears in 1 contract

Samples: Assumption Agreement (Front Range Himalaya Corp)

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), ) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, transactions to another corporation, Person or entity unless (ai)(a) the Company is either the surviving corporation or (b) the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture Indenture, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction transaction, no Default or Event of Default exists and exists; (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the CompanySubsidiary, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, ; and (v) the Company shall deliver, or cause to be delivered, has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale assignment, transfer, lease, conveyance or other disposition and the such supplemental indenture in respect thereto comply complies with this provision Indenture and that all conditions precedent in the Indenture provided for in this Indenture relating to such transaction or transactions have been complied with.

Appears in 1 contract

Samples: Indenture (Desa Holdings Corp)

Merger, Consolidation or Sale of Assets. The Company Borrower shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company Borrower is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets of the Borrower and its Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person unless (ai) the Company Borrower is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the Person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company Borrower under the Notes Note, this Agreement and this Indenture the Hyatt Gaming Collateral Documents pursuant to a supplemental indenture Agreement in a form reasonably satisfactory to the TrusteeLender, (ciii) immediately after such transaction transaction, no Default or Event of Default exists and (div) except such transaction would not result in the case loss or suspension or material impairment of any Gaming License unless a merger of comparable replacement Gaming License is effective prior to or simultaneously with such loss, suspension or material impairment; (v) the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company Borrower or the Person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made made: (Aa) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company Borrower immediately preceding the transaction transaction; and (Bb) willshall, at on the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least One Dollar ($1.00 1.00) of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in clause (ii) of the first paragraph of Section 4.09 4.5(h) hereof; and (vi) such transaction would not require the Lender to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that the Lender would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction. In connection with any consolidation, merger or disposition contemplated by this provisionaddition, the Company Borrower shall delivernot, directly or cause to be deliveredindirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withany other Person.

Appears in 1 contract

Samples: Subordinated Loan Agreement (Windsor Woodmont Black Hawk Resort Corp)

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (a) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (c) immediately after such transaction no Default or Event of Default exists and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (Bi) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereofhereof or (ii) would (together with its Restricted Subsidiaries) have a higher Fixed Charge Coverage Ratio immediately after such transaction (after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period) than the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries immediately prior to such transaction. In connection with any consolidationThe foregoing clause (d) will not prohibit (a) a merger between the Company and a Wholly Owned Subsidiary of Holdings created for the purpose of holding the Capital Stock of the Company, (b) a merger between the Company and a Wholly Owned Restricted Subsidiary or disposition contemplated by this provision(c) a merger between the Company and an Affiliate incorporated solely for the purpose of reincorporating the Company in another State of the United States so long as, in each case, the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. The Company shall deliver, not lease all or cause substantially all of its assets to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withany Person.

Appears in 1 contract

Samples: Formica Corp

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporationPerson), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (Aa) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (Bb) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; provided, however, that this provision shall not prohibit any merger or consolidation among the Company and one or more of its Wholly Owned Restricted Subsidiaries that is a Guarantor. In connection with any consolidationconsolidation or merger, merger or any sale, assignment, transfer, lease, conveyance, or other disposition contemplated by of all or substantially all of the assets of the Company in accordance with this provisionSection 5.01, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, transfer, lease, conveyance, or other disposition and the any supplemental indenture in respect thereto comply with this provision Article 5 and that all conditions precedent in the Indenture herein provided for relating to such transaction or transactions have been complied with.

Appears in 1 contract

Samples: Indenture (Rayovac Corp)

Merger, Consolidation or Sale of Assets. The Company shall not None of the Issuers or the Parent may, directly or indirectly, (1) consolidate or merge with or into another Person (whether or not such Issuer or the Company Parent is the surviving corporationsurvivor), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, transactions to another Person unless Person, unless: (a) either (1) such Issuer or the Company Parent, as applicable, is the surviving corporation survivor or (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer or the CompanyParent, as applicable) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made is a corporation Person organized or existing under the laws of the 107920296 70 United States, any state thereof of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as the Company is not a corporation; (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer or the CompanyParent, as applicable) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made assumes all the obligations of such Issuer or the Company Parent, as applicable, under the Notes and Notes, this Indenture and the Parent’s Guarantee of the Notes, if applicable, pursuant to a supplemental indenture in a form or other agreements reasonably satisfactory to the Trustee, ; (c) immediately after such transaction no Default or Event of Default exists and exists; (d) except in the case of a merger of transaction involving the Company with or into a Wholly Owned Restricted Subsidiary of Parent, either; (1) the Company, the Company Parent or the Person formed by or surviving any such consolidation or merger (if other than the CompanyParent), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at on the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 4.08 hereof. In connection with ; or (2) immediately after giving effect to such transaction on a pro forma basis and any consolidation, merger or disposition contemplated by this provisionrelated financing transactions as if the same had occurred at the beginning of the Parent’s most recently ended four full quarters for which internal financial statements are available immediately preceding the date of the transactions, the Company shall deliverFixed Charge Coverage Ratio of the Parent or the Person formed by or surviving any such consolidation or merger (if other than the Parent), or cause to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will be delivered, equal to or greater than the Fixed Charge Coverage Ratio of the Parent immediately before such transactions; and (e) such Issuer or the Parent has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the such supplemental indenture in respect thereto (if any) comply with this provision and that all conditions precedent Indenture. The restrictions described in the Indenture foregoing clause (d) will not apply to (a) any consolidation or merger of the Parent with or into one of its Restricted Subsidiaries for any purpose or (b) any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets of a Restricted Subsidiary (other than Finance Corp.) to the Parent, the Company or another Restricted Subsidiary that is a Subsidiary Guarantor. Notwithstanding the first paragraph of this Section 5.01, the Parent and the Company are permitted to reorganize as any other form of entity in accordance with the following procedures provided for relating to such transaction or transactions have been complied with.that:

Appears in 1 contract

Samples: Summit Midstream Partners, LP

Merger, Consolidation or Sale of Assets. The Company shall not may consolidate or merge with or into (whether or not the Company is the surviving corporation)into, convert itself into, or sell, assign, transfer, lease, convey or otherwise dispose of (including any such disposition that might be deemed to occur as a result of the conversion of the Company into another form of organization) all or substantially all of its properties or assets in one or more related transactions, to another Person unless (other than an individual, a government or an agency or political subdivision of a government), but only if (a) the Company is the surviving corporation entity; or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Person formed by or surviving any such consolidation consolidation, merger or merger conversion (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes Securities and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, Trustee and either (cA) immediately after such transaction no Default or Event of Default exists and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation consolidation, merger or merger conversion (if other than the Company), ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after is a Person organized or existing under the transaction equal to or greater than the Consolidated Net Worth laws of the Company immediately preceding United States, any state thereof or the transaction and District of Columbia or (B) willif not organized or existing under the laws of the United States, at any state thereof or the time District of Columbia, the Person agrees to be subject to the service of process of the laws of the State of New York, and under the laws of its jurisdiction or organization, payments on the Securities would not be subject to withholding tax; and in any event (c) immediately after such transaction no Default or Event of Default exists. If the Company requests the Trustee to enter into any supplemental indenture, or to take any other action, as a result of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger merger, sale, assignment, transfer, lease, conveyance or disposition contemplated by this provisionother disposition, the Company shall deliver, or cause to be delivered, will also furnish to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating to the effect that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent set forth in the Indenture provided for relating to such transaction or transactions this Section 5.01 have been complied with.

Appears in 1 contract

Samples: Kulicke and Soffa (Kulicke & Soffa Industries Inc)

Merger, Consolidation or Sale of Assets. (a) The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions, to another Person unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of immediately after such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Appears in 1 contract

Samples: Interep National Radio Sales Inc

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (a) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (c) immediately after such transaction no Default or Event of Default exists and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Adjusted Consolidated Interest Coverage Leverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provisionNotwithstanding the foregoing, the Company Merger shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withpermitted.

Appears in 1 contract

Samples: WHX Corp

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person unless (ai) either the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of ColumbiaColumbia (any such Person, the "Successor Company"), (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made Successor Company assumes all the obligations of the Company under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee, (ciii) immediately after such transaction no Default or Event of Default exists and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than Successor Company shall, on the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time date of such transaction and after giving pro forma PRO FORMA effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with The foregoing clause (iv) shall not prohibit (A) a merger between the Company and any consolidationof its Restricted Subsidiaries; or (B) a merger between the Company and an Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States, merger or disposition contemplated by this provisionso long as, in each case, the Company shall deliver, or cause to be delivered, to the Trustee, in form amount of Indebtedness of MacDermid and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withits Restricted Subsidiaries is not increased thereby.

Appears in 1 contract

Samples: Macdermid Inc

Merger, Consolidation or Sale of Assets. The Company shall will not consolidate or with, merge with or into (whether or not the Company is the surviving corporation)into, or sell, assign, transfer, lease, convey or otherwise dispose of transfer all or substantially all of its properties assets (as an entirety or assets substantially as an entirety in one transaction or more a series of related transactions), to any Person (other than the merger or transfer of assets of a Wholly-Owned Restricted Subsidiary of the Company into another Person unless Wholly-Owned Restricted Subsidiary of the Company or into the Company) unless: (ai) the Company is shall be the surviving corporation continuing Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or into which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company are transferred shall have been made is be a corporation organized or and existing under the laws of the United States, States or any state State thereof or the District of ColumbiaColumbia and shall expressly assume, (b) by a supplemental indenture, executed and delivered to the Person formed by or surviving any such consolidation or merger (if other than Trustee, in form satisfactory to the Company) or the Person to which such saleTrustee, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all of the obligations of the Company under the Notes Securities and this Indenture, and the obligations under this Indenture pursuant to a supplemental indenture shall remain in a form reasonably satisfactory to the Trustee, full force and effect; (cii) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default exists (and no event that, after notice or lapse of time, or both, would become an Event of Default) shall have occurred and be continuing, and (diii) except in the case of immediately after giving effect to such transaction on a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, pro forma basis the Company or the such Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to could incur at least $1.00 of additional Indebtedness pursuant (other than Permitted Indebtedness) under Section 4.10, and immediately after such transaction, the Company or the surviving Person holds all material permits, licenses, certifications or approvals required for operation of the business of the Company as the same is conducted prior to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereofsuch transaction and immediately thereafter. In connection with any consolidation, merger or disposition transfer of assets contemplated by this provisionsection, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion opinion of Counselcounsel, each stating that such consolidation, merger or disposition transfer and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture herein provided for relating to such transaction or transactions have been complied with.

Appears in 1 contract

Samples: Supplemental Indenture (Telemundo Group Inc)

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or with, merge with or into (whether or not the Company is the surviving corporation)into, or sell, assignconvey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties property and assets (as an entirety or assets substantially an entirety in one transaction or more a series of related transactions) to, any Person or permit any Person to another Person unless merge with or into the Company unless: (ai) the Company is shall be the surviving corporation continuing Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or to into which the Company is merged or that acquired or leased such sale, assignment, transfer, lease, conveyance or other disposition property and assets of the Company shall have been made is be a corporation organized or and validly existing under the laws of the United States, States of America or any state or jurisdiction thereof or and shall expressly assume, by a supplemental indenture, executed and delivered to the District Trustee, all of Columbia, (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under on all of the Notes and under this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, Indenture; (cii) immediately after giving effect to such transaction transaction, no Default or Event of Default exists and exists; (diii) except in the case of immediately after giving effect to such transaction on a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Companypro forma basis, the Company or any Person becoming the Person formed by or surviving any such consolidation or merger (if other than successor obligor of the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition Notes shall have been made (A) will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and prior to such transaction; (Biv) will, at the time of immediately after giving effect to such transaction and after giving on a pro forma effect thereto basis as if such the transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur the Company, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in under the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, 4.07(a); and (v) the Company shall deliver, or cause to be delivered, delivers to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and an (iv)) and Opinion of Counsel, in each case stating that such consolidation, merger or disposition transfer and the such supplemental indenture in respect thereto comply complies with this provision and that all conditions precedent in the Indenture provided for herein relating to such transaction or transactions have been complied with. Notwithstanding the foregoing clause (iii), (a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company, and (b) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction.

Appears in 1 contract

Samples: Coast Resorts Inc

Merger, Consolidation or Sale of Assets. The Company shall not may not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and this Indenture pursuant to a supplemental indenture Supplemental Indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (Aa) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (Bb) willshall, at the time of immediately after such transaction and after giving pro forma effect thereto and any related financing transaction as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 4.09(a) hereof. In connection with The Company also may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any consolidationother Person. This Section 5.01 shall not be applicable to a sale, merger assignment, transfer, conveyance or other disposition contemplated by this provision, of assets between or among the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withits Wholly Owned Subsidiaries.

Appears in 1 contract

Samples: O Ray Holdings Inc

Merger, Consolidation or Sale of Assets. The Company shall not may not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions, to another Person corporation, person or entity unless (ai) the Company is the surviving corporation or the Person entity or the Persons formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition deposition shall have been made (the "Surviving Entity") is a corporation Person organized or and existing under the laws of the United StatesStates of America, any state State thereof or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under is not the Notes Surviving Entity, the Surviving Entity expressly and this Indenture pursuant unconditionally assumes by supplemental indenture, executed and delivered to a supplemental indenture the Trustee in a form reasonably satisfactory to the Trustee, all obligations of the Company on the Notes issued and outstanding under this Indenture; (ciii) immediately after such transaction no Default or Event of Default exists and exists; (div) except in the case of a merger of a Wholly-Owned Subsidiary of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of immediately after such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at as of the beginning end of the applicable four-quarter periodquarter, be permitted to incur at least $1.00 of additional Indebtedness Debt pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, 4.7; and (v) the Company or the Surviving Entity, as applicable, shall deliver, have delivered or cause caused to be delivered, delivered to the 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, sale, assignment, transfer, lease, conveyance or other disposition and the supplemental indenture in respect thereto comply complies with this provision Indenture and that all conditions precedent provided in the Indenture provided for relating to such transaction or transactions clauses (i) through (v) above have been complied with.

Appears in 1 contract

Samples: Ocwen Asset Investment Corp

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately prior to and immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by For purposes of this provisionSection 5.01, the Company shall deliversale, lease, conveyance, assignment, transfer, or cause other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be deliveredthe transfer of all or substantially all of the properties and assets of the Company. Clause (iv) of the foregoing paragraph will not prohibit (a) a merger between the Company and a Wholly Owned Subsidiary of Holding created for the purpose of holding the Capital Stock of the Company, to (b) a merger between the TrusteeCompany and a Wholly Owned Subsidiary of the Company or (c) a merger between the Company and an Affiliate incorporated solely for the purpose of reincorporating the Company in another State of the United States so long as, in form the case of each of clause (a), (b) and substance reasonably satisfactory to (c), the Trustee, an Officers' Certificate amount of Indebtedness of the Company and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withits Restricted Subsidiaries is not increased thereby.

Appears in 1 contract

Samples: Laralev Inc

Merger, Consolidation or Sale of Assets. (a) The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporationentity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes Registration Agreement , the Warrant Agreement, the Pledge Agreement, this Agreement and this Indenture the other Company Guarantee Documents pursuant to a supplemental indenture agreements in a form reasonably satisfactory to Collateral Agent and the Trustee, Majority Holders; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with4.09.

Appears in 1 contract

Samples: Guaranty Agreement (Sf Holdings Group Inc)

Merger, Consolidation or Sale of Assets. The Company Issuer shall not consolidate or merge with or into (whether or not the Company Issuer is the surviving corporationentity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person (other than the REIT) unless (a) the Company Issuer is the surviving corporation entity, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) Issuer), or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture made, assumes, pursuant to a supplemental indenture and appropriate collateral documents in a form forms reasonably satisfactory to the Trustee, all of the Obligations of the Issuer under the Operative Documents, (c) immediately before and immediately after giving effect to such transaction no Default or Event of Default exists and exists, (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Company)merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will after giving pro forma effect thereto as of the end of the most recently completed Fiscal Quarter shall have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company Issuer immediately preceding the transaction and (Be) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant Issuer shall have delivered to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transfer and the such supplemental indenture in respect thereto comply with this provision and that all conditions precedent the Indenture. If, upon any consolidation or merger, or upon any sale, assignment, transfer or lease, as provided in the Indenture provided preceding paragraph, any material property of the Trust Estate, owned immediately prior thereto, would thereupon become subject to any Lien securing any indebtedness for relating borrowed money of, or guaranteed by, such other Person, the Issuer, prior to such transaction consolidation, merger, sale, assignment, transfer or transactions have been complied withlease, will secure the due and punctual payment of the principal of, and premium, if any, and interest on the Notes then outstanding equally and ratably with (or, at the option of the Issuer, prior to) the Indebtedness secured by such Xxxx.

Appears in 1 contract

Samples: Jamboree LLC

Merger, Consolidation or Sale of Assets. (a) The Company shall not not, directly or indirectly, consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions, to another Person unless unless: (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes, the Exchange Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists and ( or an event that, with the passing of time or giving of notice or both, would constitute an Event of Default) shall exist or shall occur immediately after giving effect on a pro forma basis to such transaction; (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in either clause (i) or (ii) of the first paragraph of Section 4.09 hereof. In connection with ; (v) if, as a result of any consolidationsuch transaction, merger property or disposition contemplated by this provisionassets of the Company would become subject to a Lien subject to the provisions of Section 4.12 hereof, the Company shall deliver, or cause to be delivered, the successor entity to the Trustee, in form Company shall have secured the Notes as required by said covenant; and substance reasonably satisfactory (vi) the Company shall have delivered to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition transfer and the such supplemental indenture in respect thereto (if any) comply with the Indenture. The Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this provision covenant will not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets solely between or among the Company and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withits Wholly Owned Restricted Subsidiaries.

Appears in 1 contract

Samples: Metromedia Fiber Network Inc

Merger, Consolidation or Sale of Assets. The Company shall not Neither the Parent nor any Guarantor will consolidate or merge with or into (whether or not the Company Parent or such Guarantor, as the case may be, is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, transactions to another Person unless (ai) the Company Parent or such Guarantor, as the case may be, is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the CompanyParent or such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the CompanyParent or a Guarantor) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company Parent or such Subsidiary Guarantor, as the case may be, under the Subordinated Term Loan D Notes or such Guarantor's Guaranty thereof and this Indenture Agreement pursuant to a supplemental indenture an agreement in a form reasonably satisfactory to the Trustee, Holders; (ciii) immediately after such transaction transaction, no Subordinated Term Loan D Default or Subordinated Term Loan D Event of Default exists exists; and (div) except in the case of a merger of the Company Parent or such Guarantor with or into another Guarantor or a Wholly Owned Restricted Subsidiary of the CompanyParent, or a merger of a Guarantor with or into another Person in connection with a Permitted Investment in such Person, the Company Parent or the Person formed by or surviving any such consolidation or merger (if other than the CompanyParent), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company Parent immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by 1.7 of this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withAnnex.

Appears in 1 contract

Samples: Financing Agreement (Allied Holdings Inc)

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporationPerson), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (ai) the Company is the surviving corporation Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation Person organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Senior Subordinated Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists and exists; (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the CompanyGuarantor, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, 4.09; and (v) the Company shall deliver, or cause to be delivered, has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, transfer, lease, conveyance or other disposition and the such supplemental indenture in respect thereto comply complies with this provision Article and that all conditions precedent in the Indenture herein provided for relating to such transaction or transactions have been complied with.

Appears in 1 contract

Samples: Indenture (Key Plastics Inc)

Merger, Consolidation or Sale of Assets. The Except as otherwise provided in Section 4.21, the Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person unless (a) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the "SUCCESSOR") is a corporation organized or existing under the laws of the United States, any state thereof or thereof, the District of Columbia, Columbia or a territory thereof; (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made Successor assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (c) immediately after such transaction no Default or Event of Default exists and exists; (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) Successor will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, hereof and (e) the Company shall deliver, or cause to be delivered, has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture herein provided for relating to such transaction or transactions have been complied with. The foregoing will not prohibit (i) any consolidation or merger of, or transfer of all or part of the property and assets of, any Restricted Subsidiary with or to the Company or any Subsidiary Guarantor or (ii) the Delchamps Merger.

Appears in 1 contract

Samples: Supplemental Indenture (Supermarket Cigarette Sales Inc)

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, (a) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), or (b) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the assets of the Company and its properties or assets Restricted Subsidiaries, taken as a whole, in one or more related transactionstransactions to, to another Person unless (ai) either (A) the Company is the surviving corporation or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes Securities and this the Indenture pursuant to a supplemental indenture in a form agreements reasonably satisfactory to the Trustee, (ciii) immediately after such transaction transaction, no Default or Event of Default exists and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after shall, on the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 3.06(a) hereof. In connection with any The provisions of this Section 4.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets, or merger or consolidation, merger between or disposition contemplated by this provision, among the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion any of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withits Restricted Subsidiaries.

Appears in 1 contract

Samples: Supplemental Indenture (Prison Realty Trust Inc)

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporationentity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another corporation, Person or entity (other than the KCC Merger) unless (ai) the Company is the surviving corporation or entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall will have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction transaction, no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Indebtedness to Cash Flow Ratio test set forth in the first paragraph of Section 4.09 4.07(a) hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Appears in 1 contract

Samples: Supplemental Indenture (Katz Media Group Inc)

Merger, Consolidation or Sale of Assets. The Except as otherwise provided in Section 4.21, the Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another Person unless (a) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the "Successor") is a corporation organized or existing under the laws of the United States, any state thereof or thereof, the District of Columbia, Columbia or a territory thereof; (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made Successor assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (c) immediately after such transaction no Default or Event of Default exists and exists; (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) Successor will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, hereof and (e) the Company shall deliver, or cause to be delivered, has delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture herein provided for relating to such transaction or transactions have been complied with. The foregoing will not prohibit (i) any consolidation or merger of, or transfer of all or part of the property and assets of, any Restricted Subsidiary with or to the Company or any Guarantor or (ii) the Merger.

Appears in 1 contract

Samples: Indenture (Jitney Jungle Stores of America Inc /Mi/)

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Notes and this Indenture; (ciii) immediately after such transaction no Default or Event of Default exists exists; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the any Person formed by or surviving any such consolidation or merger (if other than the Company)merger, or to which such sale, . assignment, transfer, lease, conveyance or other disposition shall have been made (A) will shall have Consolidated Net Worth (immediately after the transaction transaction) equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied with.

Appears in 1 contract

Samples: Indenture (Cpi Holding Corp)

Merger, Consolidation or Sale of Assets. The Company shall Issuer will not consolidate or merge with or into (whether or not the Company is the surviving corporation)into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the Issuer's consolidated properties or assets in one or more related transactions, to another corporation or other Person unless unless: (ai) the Company Issuer is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) formed by such consolidation or to into which such salethe Issuer is merged or the Person that acquires by conveyance, assignment, transfer, lease, conveyance transfer or other disposition lease substantially all of the properties and assets of the Issuer (the "Surviving Entity") shall have been made is be a corporation organized or and validly existing under the laws of the United States, States or any state thereof or the District of Columbia; (ii) if the Issuer is not the surviving corporation, (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made Surviving Entity assumes all the obligations of the Company Issuer under the Notes Securities and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction transaction, no Default or Event of Default exists and exists; (div) except in the case of a merger of the Company Issuer with or into a Wholly Owned Restricted Subsidiary of the CompanyIssuer or a merger entered into solely for the purpose of reincorporating the Issuer in another jurisdiction, the Company Issuer or the Person formed by or surviving any such consolidation or merger (if other than Surviving Entity, as the Company)case may be, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company Issuer immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness Debt pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in Section 4.12(a); and (v) the first paragraph of Section 4.09 hereof. In connection with any consolidationIssuer or the Surviving Entity, merger or disposition contemplated by this provisionas the case may be, the Company shall deliver, or cause to be delivered, have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment transfer, lease, conveyance or other disposition and the and, if a supplemental indenture is required in respect thereto connection with such transaction, such supplemental indenture comply with the applicable provisions of this provision Indenture and that all conditions precedent in the this Indenture provided for relating to such transaction or transactions have been complied withsatisfied.

Appears in 1 contract

Samples: Indenture (Globe Holdings Inc)

Merger, Consolidation or Sale of Assets. The Company shall not not, directly or indirectly, consolidate or merge with or into another Person (whether or not the Company is the surviving corporation), ) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions, to another Person Person, unless (ai) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (ciii) immediately after such transaction no Default or Event of Default exists and exists, (div) except in the case of a the amalgamation, consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary or with or into any Person solely for the purpose of effecting a change in the state of incorporation of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company)) shall, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after on the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time date of such transaction and after giving pro forma effect thereto and any related financing transactions as if such transaction the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Expense Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, and (v) the Company shall deliver, or cause to be delivered, have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, transfer, conveyance or other disposition and the supplemental indenture in respect thereto comply complies with this provision and that Indenture. In addition, the Company shall not, directly or indirectly, lease all conditions precedent or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this Section 5.01 shall not be applicable to a sale, assignment, transfer, conveyance or other disposition of assets by the Indenture provided for relating Company to such transaction or transactions have been complied withany of its Wholly Owned Restricted Subsidiaries.

Appears in 1 contract

Samples: Indenture (Amkor International Holdings, LLC)

Merger, Consolidation or Sale of Assets. The Company shall not not, in a single transaction or series of related transactions, consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (such surviving corporation or transferee Person, the "Surviving Entity") is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made Surviving Entity assumes all the obligations of the Company under the Notes and Notes, this Indenture and the Collateral Documents pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (iii) the Surviving Entity causes such amendments, supplements or other instruments to be filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Collateral Documents in the Collateral owned by or transferred to the Surviving Entity, together with such financing statements as may be required by applicable law to preserve and protect the Lien of the Collateral Documents in the Collateral owned by or transferred to the Surviving Entity, together with such financing statements as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant states; (iv) the Collateral owned by or transferred to the Surviving Entity shall (1) continue to constitute Collateral under the Indenture and the Collateral Documents, (c2) shall be subject to the Lien in favor of the Trustee for the benefit of the holders of the Notes and (3) shall not be subject to any Lien other than Permitted Liens; (v) the property and assets of the Person which is merged or consolidated with or into the Surviving Entity, to the extent that they are property and assets of types which would constitute Collateral under the Collateral Documents, shall be treated as After-Acquired Property and the Surviving Entity shall take such actions as may be necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in the Indenture; (vi) immediately after such transaction no Default or Event of Default exists and exists; (dvii) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made Surviving Entity (A) will shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) willshall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. In connection with any consolidation, merger or disposition contemplated by this provision, 4.10; and (viii) the Company shall deliver, or cause to be delivered, have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of CounselCounsel addressed to the Trustee, each stating that such consolidation, merger merger, sale, assignment, transfer, lease, conveyance or disposition and the such supplemental indenture in respect thereto indenture, if any, comply with this provision Indenture and that all conditions precedent in the Indenture provided for relating to such transaction or transactions have been complied withsupplemental indenture is enforceable.

Appears in 1 contract

Samples: RBX Corp

Merger, Consolidation or Sale of Assets. The Company None of the Company, NE LP, NE LLC, NEA or NJEA shall not consolidate or merge with or into (whether or not the Company such entity is the surviving corporation), entity) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets or all or any of the partner interests of NEA or NJEA in one on or more related transactions, transactions to another any Person unless (a) such consolidation, merger, sale, assignment, lease, conveyance or other disposition (i) does not constitute a change of control or (ii) constitutes a Change of Control and a Change of Control Offer is made pursuant to Section 4.15 hereof, (b)(i) the Company Company, NE LP or NE LLC (as the case may be) is the surviving corporation entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) , NE LP or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under NE LLC as the laws of the United States, any state thereof or the District of Columbia, (b) the Person formed by or surviving any such consolidation or merger (if other than the Companycase may be) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (c) immediately after such transaction no Default or Event of Default exists and (d) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or entity to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A1) will have Consolidated Net Worth immediately after is a corporation or a partnership organized or existing under the transaction equal to or greater than the Consolidated Net Worth laws of the Company immediately preceding United States, any state thereof or the transaction District of Columbia and (B2) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning assumes all of the applicable four-quarter periodObligations of the Company, be permitted to incur at least $1.00 of additional Indebtedness pursuant to NE LP or NE LLC (as the Consolidated Interest Coverage Ratio test set forth in case may be) under the first paragraph of Section 4.09 hereof. In connection with any consolidationNote, merger or disposition contemplated by this provisionthe Bonds, the Indenture, the Bond Guaranty, the Company and Partner Pledge Agreement and the Registration Rights Agreement, (c) immediately after giving effect to such transaction, no Default or Event of Default exists, (d) Xxxxx'x and S&P confirm that the then current ratings of the Bonds will not be lowered as a result thereof and (e) the Company, NE LP and NE LLC would be permitted under Section 4.09 to incur one dollar of Indebtedness the proceeds of which would be used to finance capital expenditures other than Required improvements for NEA and/or NJEA. The Company, NE LP and NE LLC, as the case may be, shall deliver, or cause to be delivered, deliver to the Trustee, in form and substance reasonably satisfactory Trustee an Officer's Certificate (attaching the arithmetic computations to the Trustee, an Officers' Certificate demonstrate compliance with clause (e) above) and an Opinion of Counsel, each stating that such consolidation, merger or disposition transfer and the such supplemental indenture in respect thereto comply complies with this provision Article and that all conditions precedent in the Indenture herein provided for relating to such transaction or transactions have been complied with.;

Appears in 1 contract

Samples: Indenture (Northeast Energy Lp)

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