When Issuer May Merge, Etc. The Issuer may not consolidate or merge with any other Person or sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all its properties and assets as an entirety in one transaction or a series of transactions to any Person, unless:
When Issuer May Merge, Etc. The Issuer shall not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer or lease or otherwise dispose of all or substantially all of its properties and assets as an entirety to any Person or group of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in a sale, assignment, transfer, lease or disposal of all or substantially all of the properties and assets of the Issuer and its Restricted Subsidiaries on a consolidated basis to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto (i) either (A) the Issuer shall be the continuing corporation, or (B) the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance, transfer, lease or disposition the properties and assets of the Issuer, substantially as an entirety (the "Surviving Entity") shall be a corporation duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and shall, in either case, expressly assume, by an indenture supplemental to this Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer under the Notes and this Indenture, and this Indenture shall remain in full force and effect; (ii) immediately before and immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness not previously an obligation of the Issuer or a Restricted Subsidiary which becomes the obligation of the Issuer or any of its Restricted Subsidiaries in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the Issuer (or the Surviving Entity if the Issuer is not the continuing obligor under the Indenture) is at least equal to the Consolidated Net Worth of the Issuer immediately before such transaction; (iv) immediately before and immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness not previously an obligatio...
When Issuer May Merge, Etc. The Issuer will not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless:
When Issuer May Merge, Etc. Neither Issuer shall consolidate or merge with or into, or sell, transfer, lease or convey all or substantially all of its assets to, any person unless:
When Issuer May Merge, Etc. Neither the Issuer nor any Guarantor will consolidate with, merge with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer or such Guarantor unless:
When Issuer May Merge, Etc. The Company 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 in one or more related transactions, to another corporation, Person or entity unless (i) 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 (the "Surviving Entity") is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the Surviving Entity assumes all the obligations of the Company under the Securities and the Indenture pursuant to a supplemental Indenture in form reasonably satisfactory to the Trustee; (iii) immediately before and after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Company as a result of such transaction as having been incurred by the Company at the time of the transaction, no Default or Event of Default shall have occurred and be continuing; and (iv) the Company or the Surviving Entity (A) will have Consolidated Net Worth immediately after the transaction and prior to any purchase accounting adjustments 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 Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 3.09.
When Issuer May Merge, Etc. The Company may not, without the consent of the holders of all Securities then outstanding, consolidate with, merge into or convey, sell, transfer, lease, exchange or otherwise dispose of all of its assets and properties (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any other person unless (a) the successor is a corporation or partnership organized under the laws of the United States or any political subdivision thereof or therein, (b) the successor assumes all obligations of the Company under this Indenture and the Securities, (c) after giving effect to such consolidation, merger, conveyance, sale, transfer, lease, exchange or other disposition, no Default or Event of Default, shall have occurred and be continuing, (d) the successor would have a pro forma Consolidated Net Worth after giving effect to such consolidation, merger, conveyance, sale, transfer, lease, exchange or other disposition and prior to any purchase accounting adjustments at least equal to the Consolidated Net Worth of the Company prior to such consolidation, merger, conveyance, sale, transfer, lease, exchange or other disposition and (e) the Company could Incur, immediately prior to such consolidation, merger, conveyance, sale, transfer, lease, exchange or other disposition, and the successor would be able to Incur, after giving effect to such consolidation, merger, conveyance, sale, transfer, lease, exchange or other disposition, an additional $1.00 of Indebtedness (excluding Permitted Indebtedness) pursuant to the provisions of Section 3.08 of this Indenture.
When Issuer May Merge, Etc. (a) The Issuer shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to, another Person or Persons or adopt a Plan of Liquidation unless:
When Issuer May Merge, Etc. (a) The Issuer shall not (i) consolidate with, (ii) merge with or into, or (iii) transfer, directly or indirectly by lease, assignment, sale or otherwise, including, without limitation, as a result of the merger or consolidation of any Restricted Subsidiary with any other Person (collectively, a "transfer"), all or substantially all of its assets in one transaction or a series of related transactions to ((i), (ii) and (iii) are sometimes collectively referred to as a "Transaction"), any Person or group of affiliated Persons or permit any Restricted Subsidiary to enter into any such Transaction or Transactions if such Transaction or Transactions in the aggregate would result in a transfer of all or substantially all of the assets of the Issuer and the Restricted Subsidiaries on a consolidated basis, unless... In addition, the following new paragraph (b) shall be added to Section 8.01:
When Issuer May Merge, Etc. The Issuer shall not consolidate with, or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property or assets of the Issuer to another Person, whether in a single transaction or series of related transactions, unless (i) the Issuer is the continuing corporation or such other Person is a corporation organized and existing under the laws of the United States of America, any state of the United States of America or the District of Columbia, Canada or province or territory of Canada, and such other Person assumes by supplemental indenture all the obligations of the Issuer under the Notes and the Indenture and (ii) immediately after such transaction or series of transactions, no Default or Event of Default exists. For purposes of this Section 5.01, the sale, assignment, transfer, lease, conveyance or disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Issuer to another Person, which properties or assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties or assets of the Issuer on a consolidated basis, shall be deemed to be the sale, assignment, transfer, lease, conveyance or disposition of all or substantially all of the consolidated properties or assets of the Issuer to another Person. The Issuer shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default) stating that the proposed transaction and such supplemental indenture will, upon consummation of the proposed transaction, comply with the Indenture.
