Common use of Only on Certain Terms Clause in Contracts

Only on Certain Terms. (a) The Company shall not consolidate with or merge with or into another Person (whether or not the Company is the surviving corporation) or directly or indirectly sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person or Persons, unless:

Only on Certain Terms. (a) The Company shall not consolidate with or merge with or into another any other Person (whether other than in a merger or not consolidation in which the Company is the surviving corporationPerson) or directly or indirectly sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the sell its properties and assets of the Company and its Subsidiaries taken as a wholeas, in one or more related transactionssubstantially as, an entirety to another any Person or Persons, unless:

Only on Certain Terms. (a) The Company shall may not consolidate with consolidate, amalgamate or merge with or into another Person or wind up into (whether or not the Company is the surviving corporation) ), or directly or indirectly sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another any Person or Persons, unless:

Only on Certain Terms. (a) The Company shall may not consolidate with or merge with or into another Person or wind up into (whether or not the Company is the surviving corporation) entity), or directly or indirectly sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken as a wholeor assets, in one or more related transactions, to another any Person or Persons, unless:

Only on Certain Terms. (a) The Company shall not consolidate with or merge with or into another Person or wind up into (whether or not the Company is the surviving corporation) or directly or indirectly sell, assign, transfer, convey, transfer or lease or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken substantially as a whole, in one or more related transactions, an entirety to another Person or Personsany Person, unless:

Only on Certain Terms. (a) The Company shall not consolidate with will not, directly or indirectly, consolidate, amalgamate or merge with or into another Person (regardless of whether or not the Company is the surviving corporation) ), convert into another form of entity or directly continue in another jurisdiction, or indirectly sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken as a wholeor assets, in one or more related transactions, to another Person or PersonsPerson, unless:

Only on Certain Terms. (a) The Company shall not not, in a single transaction or a series of related transactions, (i) consolidate with or merge into any other Person or Persons or permit any other Person to consolidate with or merge into another Person (whether or not the Company is the surviving corporationor (ii) or directly or indirectly sell, assignindirectly, transfer, conveysell, lease lease, convey or otherwise dispose of all or substantially all of the properties and its assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another any other Person or Persons, unless:

Only on Certain Terms. (a) The Company shall not consolidate with or merge with or into another Person or wind up into (whether or not the Company is the surviving corporation) Person), or directly or indirectly sell, assign, transfer, convey, transfer or lease or otherwise dispose of all or substantially all of the properties and its assets of the Company and its Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person or Personsany Person, unless:

Only on Certain Terms. (a) The Company shall not consolidate with or merge with or into another Person (whether or not the Company is the surviving corporationCorporation) or directly or indirectly sell, assign, transfer, convey, transfer or lease or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken as a wholeassets, in one transaction or more a series of related transactions, to another Person or Personsany Person, unless:

Only on Certain Terms. (a) The Company shall not merge, consolidate with or merge amalgamate with or into another any other Person (whether or not other than a merger of a Restricted Subsidiary into the Company is the surviving corporationCompany) or directly or indirectly sell, transfer, assign, transferlease, convey, lease convey or otherwise dispose of all or substantially all of the properties Properties and assets of the Company and its Subsidiaries Restricted Subsidiaries, taken as a whole, in any one transaction or more related transactions, to another Person or Persons, series of transactions unless:

Only on Certain Terms. (a) The Company shall not consolidate with or merge with or into another Person (whether or not the Company is the surviving corporation) Person), or directly or indirectly sell, assignlease, transfer, convey, lease convey or otherwise dispose of all or substantially all of the properties and its assets of the Company and its Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person or Personsany Person, unless:

Only on Certain Terms. (a) The Company shall not consolidate with or merge with or into another Person (whether or not the Company is the surviving corporation) Surviving Person), or directly or indirectly sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, transactions to another Person or Persons, unless:

Only on Certain Terms. (a) The Company shall not may not, in a single transaction or a series of related transactions, (i) consolidate with or merge with or into another any other Person (whether or not permit any other Person to consolidate or merge with or into the Company is the surviving corporationor (ii) or directly or indirectly sell, assignindirectly, transfer, conveysell, lease or otherwise dispose of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person or Personsassets, unless:

Only on Certain Terms. (a) The Company Company, in a single transaction or through a series of related transactions, shall not consolidate with or merge with or into another any other Person or transfer (whether by lease, assignment, sale or not the Company is the surviving corporationotherwise) or directly or indirectly sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person or group of affiliated Persons, unless:

Only on Certain Terms. (a) The Company shall not directly or indirectly consolidate with or merge with or into another Person (whether into, or not the Company is the surviving corporation) or directly or indirectly sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the its assets and properties and the assets and properties of the Company and its Subsidiaries (taken as a whole, ) to another Person in one or more related transactions, to another Person or Persons, transactions unless:

Only on Certain Terms. (a) The Company shall not consolidate with or merge with or into another any other Person (whether or not the Company is the surviving corporation) or or, directly or indirectly indirectly, sell, assignlease, transfer, convey, lease or otherwise dispose of convey all or substantially all of the properties and its assets (computed on a consolidated basis), whether in a single transaction or a series of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person or PersonsPerson, unless:

Only on Certain Terms. (a) The Company shall not consolidate with or merge with or into another any other Person (whether or not the Company is the surviving corporationSurviving Person) or directly or indirectly sellconvey, transfer, assign, transfer, conveysell, lease or otherwise dispose of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a wholeof, in one or more related transactions, all or substantially all of its properties and assets as an entirety to another Person or Personsany Person, unless:

Only on Certain Terms. (a) The Company shall not consolidate with or merge with or into another any other Person (whether or not the Company is the surviving corporation) Person), or directly or indirectly sell, assign, convey, transfer, convey, lease or otherwise dispose of all or substantially all of the its properties and or assets of (determined on a consolidated basis for the Company and its Subsidiaries taken as a whole, in one or more related transactions, ) to another any Person or Persons, unlessin one transaction or a series of related transactions, unless each of the following conditions is satisfied:

Only on Certain Terms. (a) The Company shall may not consolidate with or merge with or into another Person or wind up into (whether or not the Company is the surviving corporation) ), or directly or indirectly sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another any Person or Persons, unless:

Only on Certain Terms. (a) The Company shall will not (i) consolidate with or merge with or into another Person (regardless of whether or not the Company is the surviving corporation) ), convert into another form of entity or continue in another jurisdiction; or (ii), directly or indirectly indirectly, sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken as a wholeor assets, in one or more related transactions, to another Person or PersonsPerson, unless:

Only on Certain Terms. (a) The Company shall not consolidate with or merge with or into another Person or wind up into (whether or not the Company is the surviving corporation) Person), or directly or indirectly sell, assignlease, transfer, convey, lease convey or otherwise dispose of all or substantially all of the properties and its assets of the Company and its Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person or Personsany Person, unless:

Only on Certain Terms. (a) The Company shall not consolidate with or merge with or into another Person (whether or not the Company is the surviving corporation) or directly or indirectly sell, assign, transfer, convey, transfer or lease or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken substantially as a whole, in one or more related transactions, an entirety to another Person or Personsany Person, unless:

Only on Certain Terms. (a) The Company shall not directly or indirectly consolidate with or merge with or into another Person (any other Person, whether or not the Company is the surviving corporation) entity, or directly or indirectly sell, assign, transfer, convey, lease convey or otherwise dispose of all or substantially all of the Company or its subsidiaries’ properties and or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person or PersonsPerson, unless:

Only on Certain Terms. (a) The Company shall will not consolidate with or merge with or into another Person or wind up into (whether or not the Company is the surviving corporation) ), or directly or indirectly sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactionstransactions (other than pursuant to a Real Estate Financing Transaction), to another any Person or Persons, unless:

Only on Certain Terms. (a) The Company shall not not, directly or indirectly, consolidate with or merge with or into another any other Person or sell, lease, convey or transfer all or substantially all its assets, whether in a single transaction or a series of related transactions, to any Person or group of affiliated Persons (whether or not other than any of the foregoing involving solely the Company and a Restricted Subsidiary in which the Company is the surviving corporationsurvivor or the purchaser) or directly or indirectly sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person or Persons, unless:

Only on Certain Terms. (a) The Company shall not consolidate with with, or merge with or into another into, any other Person (whether other than in a merger or not consolidation in which the Company is the surviving corporation) continuing Person), or directly or indirectly sell, assignconvey, transfer, convey, lease or otherwise dispose of all or substantially all of the properties and its assets (in one transaction or a series of the Company and its Subsidiaries taken as a whole, in related transactions) to any other Person (other than one or more related transactions, to another Person or PersonsSubsidiaries of the Company), unless:

Only on Certain Terms. (a) The Company shall may not consolidate with or merge with or into another any other Person (whether or not the Company is the surviving corporation) or or, directly or indirectly indirectly, convey, sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the its properties and assets substantially as an entirety to any other Person (in one transaction or a series of related transactions), unless each of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person or Persons, unlessfollowing conditions is satisfied:

Only on Certain Terms. (a) The Company shall will not consolidate with or merge with or into another Person or wind up into (whether or not the Company is the surviving corporation) ), or directly or indirectly sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another any Person or Persons, unless:

Only on Certain Terms. (a) The Company shall not directly or indirectly consolidate with or merge with or into another Person (whether into, or not the Company is the surviving corporation) or directly or indirectly sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the its assets and properties and the assets and properties of the Company and its Subsidiaries (taken as a whole, whole with the assets and properties of the Company) to another Person in one or more related transactions, to another Person or Persons, transactions unless:

Only on Certain Terms. (a) The Company shall not consolidate with or merge with or into another Person or wind up into (whether or not the Company is the surviving corporation) Person), or directly or indirectly sell, assignlease, transfer, convey, lease convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person or Personsany Person, unless:

Only on Certain Terms. (a) The Company shall not consolidate with or merge with or into another Person unless (whether or not in a transaction in which the Company is not the surviving corporation) ), or directly or indirectly sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the properties and property or assets of the Company and its Subsidiaries taken as to, any other Person, whether in a whole, in one single transaction or more series of related transactions, to another Person or Persons, unless:

Only on Certain Terms. (a) The Company shall not (a) consolidate with or merge with or into another any other Person or (whether or not the Company is the surviving corporationb) or directly or indirectly sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the transfer its properties and assets of the Company and its Subsidiaries taken as a wholeas, in or substantially as, an entirety to, any Person (other than one or more related transactions, to another Person of the Company's direct or Personsindirect wholly-owned subsidiaries), unless:

Only on Certain Terms. (a) The Company shall not directly or indirectly consolidate with or merge with or into another Person (whether into, or not the Company is the surviving corporation) or directly or indirectly sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the assets and properties and assets of the Company and its Subsidiaries taken as to another a whole, Person other than the Company or its Subsidiaries in one or more related transactions, to another Person or Persons, transactions unless:

Only on Certain Terms. (a) The Company shall not consolidate with or merge with or into another any other Person (whether or not the Company is shall be the surviving corporation) or directly or indirectly sell, assign, transfer, convey, transfer or lease or otherwise dispose of all or substantially all of the its properties and assets substantially as an entirety to any Person or group of the Company and its Subsidiaries taken as a wholeaffiliated Persons, in one transaction or more a series of related transactions, to another Person or Persons, unless:

Only on Certain Terms. (a) The Company shall not will not, directly or indirectly: (1) consolidate with or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) or directly or indirectly sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties and or assets of the Company and its Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person or PersonsPerson, unless:

Only on Certain Terms. (a) The Company shall not consolidate with or merge with or into another Person or wind up into (whether or not the Company is the surviving corporation) or directly or indirectly sell, assign, transfer, convey, transfer or lease or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken as a whole, in one an entirety or more related transactions, substantially as an entirety to another Person or Personsany Person, unless:

Only on Certain Terms. (a) The Company shall may not consolidate with or merge with or into another any Person (whether or not the Company is the surviving corporation) ), or directly or indirectly sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person or Persons, unless:

Only on Certain Terms. (a) The Company shall not merge or consolidate with or merge with or into another Person any other entity (whether or not other than a merger of a Restricted Subsidiary into the Company is or of the surviving corporationCompany into Inter*Act) or directly or indirectly sell, transfer, assign, transferlease, convey, lease convey or otherwise dispose of all or substantially all of the properties and assets its Property in any one transaction or series of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person or Persons, transactions unless:

Only on Certain Terms. (a) The Company shall may not consolidate with consolidate, amalgamate or merge with or into another Person or wind up into (whether or not the Company is the surviving corporation) Person), or directly or indirectly sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another any Person or Persons, unless:

Only on Certain Terms. (a) The Company shall will not (i) consolidate with with, merge or merge be arranged or amalgamate with or into another Person (regardless of whether or not the Company is the surviving corporation) ), convert into another form of entity or continue in another jurisdiction; or (ii), directly or indirectly indirectly, sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken as a wholeor assets, in one or more related transactions, to another Person or PersonsPerson, unless:

Only on Certain Terms. (a) The Company shall not not, directly or indirectly: (1) amalgamate or consolidate with or merge with or into another Person (whether or not the Company is the surviving or continuing corporation); or (2) or directly or indirectly sell, assign, transfer, convey, lease convey or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken as a wholeor assets, in one or more related transactions, to another Person or Persons, Person; unless:

Only on Certain Terms. (a) The Company shall not not, in a single transaction or series of related transactions, consolidate with or merge with or into another Person (whether or not the Company is the surviving corporation) ), or directly or and/or indirectly through its Subsidiaries, sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the its properties and or assets of (determined on a consolidated basis for the Company and its Subsidiaries taken as a whole, ) in one or more related transactionstransactions to, to another corporation, Person or Persons, entity unless:

Only on Certain Terms. (a) The Company shall not (i) consolidate with or merge with or into another Person (regardless of whether or not the Company is the surviving corporationPerson); or (ii) or directly or indirectly indirectly, sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken as a wholeor assets, in one or more related transactions, to another Person or PersonsPerson, unless:

Only on Certain Terms. (a) The Company shall not merge or consolidate with or merge with or into another Person any other entity (whether or not other than a merger of a Restricted Subsidiary into the Company is the surviving corporationCompany) or directly or indirectly sell, transfer, assign, transferlease, convey, lease convey or otherwise dispose of all or substantially all of the properties and its Property or assets in any one transaction or series of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person or Persons, transactions unless:

Only on Certain Terms. (a) The Company shall will not (1) consolidate with or merge with or into another Person (regardless of whether or not the Company is the surviving corporation) ), convert into another form of entity or continue in another jurisdiction; or (2), directly or indirectly indirectly, sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken as a wholeor assets, in one or more related transactions, to another Person or PersonsPerson, unless:

Only on Certain Terms. (a) The Company shall will not consolidate with or merge with or into another Person or wind up into (whether or not the Company is the surviving corporation) ), or directly or indirectly sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the its properties and or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another any Person or Persons, unless:

Only on Certain Terms. (a) The Company shall not consolidate with or merge with or into another Person or wind up into (whether or not the Company is the surviving corporation) or directly or indirectly sell, assign, transfer, convey, transfer or lease or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken substantially as a whole, in one or more related transactions, an entirety to another any Person or Persons, unless:

Only on Certain Terms. (a) The Company shall may not consolidate with or merge with or into another Person or wind up into (whether or not the Company is the surviving corporation) entity), or directly or indirectly sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken as a wholeor assets, in one or more related transactionstransactions to, to another any Person or Persons, unless:

Only on Certain Terms. (a) The Company shall not may not, in a single transaction or series of related transactions, consolidate with or merge with or into another Person (whether or not the Company is the surviving corporation) ), or directly or and/or indirectly through its Subsidiaries sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the its properties and or assets of (determined on a consolidated basis for the Company and its Subsidiaries taken as a whole, ) in one or more related transactionstransactions to, to another corporation, Person or Persons, entity unless:

Only on Certain Terms. (a) The Company shall not may not, in a single transaction or series of related transactions, consolidate with or merge with or into another Person (whether or not the Company is the surviving corporation) ), or directly or and/or indirectly through its Subsidiaries, sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the its properties and or assets of (determined on a consolidated basis for the Company and its Subsidiaries taken as a whole, ) in one or more related transactionstransactions to, to another Person corporation, person or Persons, entity unless:

Only on Certain Terms. (a1) The Company shall not not, in a single transaction or series of related transactions, consolidate with or merge with or into another Person (whether or not the Company is the surviving corporation) ), or directly or and/or indirectly through its Subsidiaries, sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the its properties and or assets of (determined on a consolidated basis for the Company and its Subsidiaries taken as a whole, ) in one or more related transactionstransactions to, to another corporation, Person or Persons, entity unless:

Only on Certain Terms. (a) The Company shall not consolidate with or merge with or into another any other Person (whether or not other than a Subsidiary of the Company) (in a transaction in which the Company is not the surviving corporation) or directly or indirectly sell, assign, transfer, convey, transfer or lease or otherwise dispose of all or substantially all of the its properties and assets substantially as an entirety to any Person (other than a Subsidiary of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person or PersonsCompany), unless:

Only on Certain Terms. (a) The Company shall not not, in a single transaction or through a series of related transactions, consolidate with or merge with or into another Person (whether or not the Company is the surviving corporation) ), or directly or and/or indirectly through its Subsidiaries, sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the its properties and or assets of (determined on a consolidated basis for the Company and its Subsidiaries taken as a whole, ) in one or more related transactionstransactions to, to another corporation, Person or Persons, entity unless:

Only on Certain Terms. (a) The Company shall not consolidate with will not, directly or indirectly, consolidate, amalgamate or merge with or into another Person (regardless of whether or not the Company is the surviving corporation) ), convert into another form of entity or directly continue in another jurisdiction; or indirectly sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken as a wholeor assets, in one or more related transactions, to another Person or PersonsPerson, unless:

Only on Certain Terms. (a) The Company shall not (i) consolidate with or merge with or into another Person (whether any other Person, or not the Company is the surviving corporation) or directly or indirectly convey, sell, assign, transfer, convey, transfer or lease or otherwise dispose of all or substantially all of the properties and its assets to any other Person in any one transaction or a series of the Company and its Subsidiaries taken as a whole, in one or more related transactions, ; or (ii) permit any Person to another Person consolidate with or Personsmerge with or into the Company, unless:

Only on Certain Terms. (a) The Company shall not not, directly or indirectly, consolidate with or merge with or into another Person (whether or not the Company is the surviving corporationentity) any other Corporation or directly or indirectly sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a wholeCompany's assets, in one or more related transactions, to another Person or Persons, unless:

Only on Certain Terms. (a) The Company shall will not (1) consolidate with or merge with or into another Person (regardless of whether or not the Company is the surviving corporation), convert into another form of entity or continue in another jurisdiction; or (2) or directly or indirectly indirectly, sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the its properties and assets of the Company and its Subsidiaries taken as a wholeor assets, in one or more related transactions, to another Person or PersonsPerson, unless:

Only on Certain Terms. The Company may not (a) The Company shall not consolidate with or merge with or into another Person or consolidate with, or (whether or not the Company is the surviving corporationb) or directly or indirectly sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the convey its properties and assets substantially as an entirety to any Person, other than, with respect to this clause (b), a direct or indirect wholly-owned subsidiary of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person or PersonsCompany, unless:

Only on Certain Terms. The Company may not (a) The Company shall not consolidate with or merge with or into another Person or consolidate with, or (whether or not the Company is the surviving corporationb) or directly or indirectly sell, assign, transfer, convey, lease or otherwise dispose of convey all or substantially all of the its properties and assets to any Person, other than, with respect to this clause (b), a direct or indirect wholly-owned subsidiary of the Company Company, and no Person shall (x) merge with or into or consolidate with the Company, or (y) except for any direct or indirect wholly-owned subsidiary of the Company, sell, assign, transfer, lease or convey all or substantially all of its Subsidiaries taken as a whole, in one or more related transactions, properties and assets to another Person or Personsthe Company, unless:

Only on Certain Terms. (a) The Company shall not consolidate with or merge with or into another any other Person (whether or not the Company is the surviving corporation) Person), or directly or indirectly convey, sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the its properties and or assets of (determined on a consolidated basis for the Company and its Subsidiaries taken as a whole, ) in one transaction or more a series of related transactions, to another Person or Persons, unlessunless each of the following conditions is satisfied: