Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not an Issuer or Guaranteeing Subsidiary 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 any Person unless:
Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Person), 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 any Person unless:
Merger, Consolidation or Sale of All or Substantially All Assets. The Company will not, in any transaction or series of related transactions, consolidate with or merge into any Person or sell, assign, transfer, lease or otherwise convey all or substantially all its properties and assets to any Person, unless:
Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Borrower may not, directly or indirectly, consolidate or merge with or into or wind up into (whether or not the Borrower is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Borrower’s properties or assets, in one or more related transactions, to any Person unless:
Merger, Consolidation or Sale of All or Substantially All Assets. (a) The U.S. Borrower shall not consolidate or merge with or into or wind up into (whether or not the U.S. Borrower is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of properties and assets constituting all or substantially all of the properties or assets of the U.S. Borrower and the Restricted Subsidiaries on a consolidated basis, in one or more related transactions, to any Person unless:
Merger, Consolidation or Sale of All or Substantially All Assets. (a) Neither the Issuer nor the Parent Guarantor, as applicable, shall consolidate or merge with or into or transfer or lease all or substantially all of its assets to (whether or not the Issuer or the Parent Guarantor, as applicable, is the surviving corporation), any Person unless:
Merger, Consolidation or Sale of All or Substantially All Assets. (a) Neither the Company nor the U.S. Parent Borrower may consolidate, amalgamate or merge with or into or wind up into (whether or not the Company or the U.S. Parent Borrower, as applicable, is the surviving Person), 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 any Person, unless:
Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, no New Subsidiary Guarantor may consolidate or merge with or into or wind up into (whether or not the Company or such New Subsidiary Guarantor is the surviving corporation), nor sell, assign, convey, transfer or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person (other than to the Company or another Subsidiary Guarantor) unless:
Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, a Guaranteeing Subsidiary may not, and the Issuer will not permit a Guaranteeing Subsidiary to, consolidate, amalgamate or merge with or into or wind up into (whether or not such Guaranteeing Subsidiary 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, any Person unless:
Merger, Consolidation or Sale of All or Substantially All Assets. (a) Neither Holdings nor either Borrower may consolidate, merge or amalgamate with or into or wind up into (whether or not Holdings or such Borrower 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 any Person unless (i) Holdings or such Borrower is the surviving corporation or the Person formed by or surviving any such consolidation, merger or amalgamation (if other than Holdings or such Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of Holdings or such Borrower or the laws of the United States, any state thereof or the District of Columbia, or the laws of Canada, any province thereof or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); (ii) the Successor Company, if other than the Holdings or such Borrower, expressly assumes all the obligations of the Holdings or such Borrower under the Loan Documents pursuant to an agreement or other documents or instruments in form reasonably satisfactory to the Administrative Agent; (iii) immediately after such transaction, no Default or Event of Default exists; (iv) immediately after giving pro forma effect to such transaction either (A) the Fixed Charge Coverage Ratio for the Successor Company and the Restricted Subsidiaries’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such transaction would occur would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such transaction had occurred at the beginning of such four quarter period or (B) the Fixed Charge Coverage Ratio for Holdings or the applicable Borrower, or the Successor Company if Holdings or such Borrower is not the survivor of any such consolidation, merger or transfer, would be greater than such Fixed Charge Coverage Ratio for Holdings or such Borrower immediately prior to such transaction; (v) each Borrower (as to its Guarantee of the other Borrower) and each Guarantor, unless it is the other party to the transactions described above, in which case clause (b) of the second succeeding paragraph shall apply, shall have confirmed that its Gu...
