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

Merger, Consolidation or Sale of Assets. The Company shall 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, convey or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. The Company shall 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, convey or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. The Company shall 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, convey or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of 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:

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

Merger, Consolidation or Sale of Assets. (a) The Company shall may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); survivor) or (2) sell, assign, transfer, convey convey, lease or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person; , unless:

Merger, Consolidation or Sale of Assets. (a) The Company shall 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, convey or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. The Company shall 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, convey or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. (a) The Company shall 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, convey or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. The Company shall 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, convey or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. The Company shall will 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, convey convey, lease or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. (a) The Company shall 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, convey or otherwise dispose of all or substantially all of the properties or and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; , unless:

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly: , (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporationentity); , or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly: (1) may not consolidate or merge with or into another Person (whether or not the Company is the surviving corporationentity); , or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its 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:

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: (1) may not 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 the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, transactions to another Person; Person unless:

Merger, Consolidation or Sale of Assets. The Company shall will 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 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:

Merger, Consolidation or Sale of Assets. (a) The Company shall will not, directly or indirectly: (1) , consolidate with or merge with or into another Person (whether into, or not the Company is the surviving corporation); convey, transfer or (2) sell, assign, transfer, convey or otherwise dispose of lease all or substantially all of the properties or its assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more a series of related transactionstransactions to, to another any Person; , unless:

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly: (1) may not consolidate or merge with or into another Person any 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 the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

Merger, Consolidation or Sale of Assets. The Company shall not, directly not consolidate or indirectly: (1) consolidate combine with or merge with or into another Person (whether or, directly or not the Company is the surviving corporation); or (2) indirectly, sell, assignassign (excluding any assignment solely as collateral for security purposes under a credit facility but not any outright assignment upon the foreclosure of any such collateral), transferconvey, convey lease, transfer or otherwise dispose of all or substantially all of the properties its assets to any Person or assets Persons in a single transaction or through a series of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

Merger, Consolidation or Sale of Assets. The Unless otherwise specified as contemplated by Section 2.03(a) hereof, the Company shall 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, convey or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. (a) The Company shall will not, directly or indirectly: (1x) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); , or (2y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; , unless:

Merger, Consolidation or Sale of Assets. The Company (a) Neither Parent nor the Borrower (whichever is applicable, the “Subject Company”) shall not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not the such Subject Company is the surviving corporation); ) or (2ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Subject Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; , unless:

Merger, Consolidation or Sale of Assets. The Company (a) Neither Parent nor the Borrower (whichever is applicable, the “Subject Company”) shall not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Subject Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; , unless:

Merger, Consolidation or Sale of Assets. The Company shall 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, convey or otherwise dispose of all or substantially all of the properties or and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another PersonPerson or Persons; unless:

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: (1) consolidate consolidate, amalgamate or merge with or into another Person (whether or not the Company is the surviving corporation); ) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person; , unless:

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly: (1) not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, lease or convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeto, or merge with or into, in one transaction or more a series of related transactions, to another any other Person; , unless:

Merger, Consolidation or Sale of Assets. The Company shall will not, directly or indirectly: (1) consolidate consolidate, amalgamate or merge with or into another Person (whether or not the Company is the surviving corporation), convert into another form of entity or continue in another jurisdiction; or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person; , unless:

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly: (1) may not consolidate or merge with or into another Person any person (whether or not the Company is the surviving corporationentity); , or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

Merger, Consolidation or Sale of Assets. (a) The Company shall 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, convey convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person; , unless:

Merger, Consolidation or Sale of Assets. (a) The Company shall 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, convey or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. (a) The Company shall will not, directly in a single transaction or indirectly: (1) series of related transactions, consolidate or merge with or into another Person (whether any Person, or not the Company is the surviving corporation); or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties Company’s assets whether as an entirety or assets of the Company and its Restricted Subsidiaries taken substantially as a whole, in one or more related transactions, an entirety to another Person; any Person unless:

Merger, Consolidation or Sale of Assets. The Company shall may not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation)Person) or continue in another jurisdiction; or (2ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a wholeCompany, in one or more related transactions, to another Person; , unless:

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

Merger, Consolidation or Sale of Assets. The Company shall 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, convey or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2ii) directly or indirectly sell, assign, lease, transfer, convey or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. (a) The Company shall may not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. (a) The Company shall may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporationentity); or (2) sell, assign, transfer, convey convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person; , unless:

Merger, Consolidation or Sale of Assets. (a) The Company shall may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporationentity); or (2) sell, assign, transfer, convey convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person; , unless:

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly in a single transaction or indirectly: (1) series of related transactions, consolidate or merge with or into another Person (whether any Person, or not the Company is the surviving corporation); or (2) 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 the properties or Company’s assets of (determined on a consolidated basis for the Company and its the Company’s Restricted Subsidiaries taken as a whole, in one or more related transactions, Subsidiaries) to another Person; any Person unless:

Merger, Consolidation or Sale of Assets. (a) The Company shall 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, convey or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. The Company shall not, directly not consolidate or indirectly: (1) consolidate combine with or merge with or into another Person (whether or, directly or not the Company is the surviving corporation); or (2) indirectly, sell, assign, transferconvey, convey lease, transfer or otherwise dispose of all or substantially all of the properties its assets to any Person or assets Persons in a single transaction or through a series of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

Merger, Consolidation or Sale of Assets. The Company shall 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, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person; unless:

Merger, Consolidation or Sale of Assets. The Company shall 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) directly or indirectly, sell, assign, transfer, convey convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its the Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; , unless:

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly: (1) consolidate consolidate, merge or merge reorganize 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 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:

Merger, Consolidation or Sale of Assets. (a) The Company shall will not, directly or indirectly: (1) consolidate or merge with or into another Person or consummate a Division as the Dividing Person (whether or not the Company is the surviving corporationPerson); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. (a) The Company shall may not, directly or indirectly, in one or more related transactions: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person; unless:

Merger, Consolidation or Sale of Assets. The Company shall 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) directly or indirectly, sell, assign, transfer, convey convey, lease or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly: (1) , consolidate with or merge with or into another any other Person (whether or not in a transaction in which the Company is not the surviving corporation); corporation or (2) sellconvey, assign, transfer, convey transfer or otherwise dispose of all or substantially all of lease the properties or and assets of the Company and its Restricted Subsidiaries taken substantially as a wholean entirety to any successor Person, in one or more related transactions, to another Person; unless:

Merger, Consolidation or Sale of Assets. (A) The Company shall 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) directly or indirectly, sell, assign, transfer, convey convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its the Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; , unless:

Merger, Consolidation or Sale of Assets. The Company shall 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, convey convey, lease or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. The Company shall 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, convey or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. (a) The Company shall will 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 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:

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly: (1) may not consolidate or merge with or into another Person (whether into, or not the Company is the surviving corporation); or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the 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; entity unless:

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly: (1) , consolidate or merge with or into another any other Person (whether or not in a transaction in which the Company is not the surviving corporation); corporation or (2) sellconvey, assign, transfer, convey transfer or otherwise dispose of all or substantially all of lease the properties or and assets of the Company and its Restricted Subsidiaries taken substantially as a wholean entirety to any successor Person, in one or more related transactions, to another Person; unless:

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. The Company shall may not, directly or indirectly, in one or more related transactions: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person; unless:

Merger, Consolidation or Sale of Assets. The Company shall 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, convey or otherwise dispose Dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: (1) not 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 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:

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly: (1) consolidate with, enter into a binding share exchange with, or merge with or into into, another Person (whether or not the Company is the surviving corporation); Person, or (2) sell, assign, convey, transfer, convey lease or otherwise dispose of all or substantially all of the properties or and assets of the Company and its Restricted Subsidiaries taken substantially as a whole, in one or more related transactions, an entirety to another Person; , unless:

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. The Company shall may not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person; unless:

Merger, Consolidation or Sale of Assets. The Company shall will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporationentity); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets (such amounts to be computed on a consolidated basis) of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; , unless:

Merger, Consolidation or Sale of Assets. (a) The Company shall 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, convey convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person; unless:

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly in a single transaction or indirectly: (1) a series of related transactions, consolidate with or merge with or into another Person (whether into, or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of transfer all or substantially all of the properties or its assets of the Company and its Restricted Subsidiaries taken as a wholeto, in one or more related transactionsany Person, to another Person; unless:

Merger, Consolidation or Sale of Assets. (a) The Company shall notwill not in a single transaction or series of related transactions, directly or indirectly: (1) consolidate or merge with or into another any Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the properties or Company’s assets of (determined on a consolidated basis) for the Company and its Restricted Subsidiaries taken Subsidiaries, whether as a whole, in one an entirety or more related transactionssubstantially as an entirety, to another Person; any Person unless:

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

Merger, Consolidation or Sale of Assets. (a) The Company shall will 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, convey or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly: (1) may not consolidate or merge with or into another Person any person (whether or not the Company is the surviving corporation); or (2) corporation),or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

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

Merger, Consolidation or Sale of Assets. The Following the Non-Cash Pay Period, the Company shall will 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, convey or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. The Company shall not, directly in a single transaction or indirectly: (1) a series of related transactions, consolidate with or merge with or into another Person (whether any other person or not the Company is the surviving corporation); or (2) sell, assignconvey, transfer, convey transfer or otherwise dispose of all or lease the Company’s property and assets substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, an entirety to another Person; , unless:

Merger, Consolidation or Sale of Assets. The Company shall 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, convey convey, lease (other than to an unaffiliated operator in the ordinary course of business) or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. (a) The Company shall will not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporationPerson); or (2ii) sell, assign, transfer, convey convey, lease or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person; , unless:

Merger, Consolidation or Sale of Assets. The Company covenants and agrees for the benefit of the Holders of each Series of Securities that it shall not, directly or indirectly: (1i) consolidate or merge with or into another Person person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. The Company shall 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, lease, transfer, convey or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. (a) The Company shall may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation)Person; or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of 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:

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

Merger, Consolidation or Sale of Assets. The Company shall 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 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:

Merger, Consolidation or Sale of Assets. The Company shall may not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporationPerson); or (2ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person; , unless:

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: (1) merge, amalgamate or consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); , or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly: (1i) consolidate consolidate, merge or merge amalgamate with or into another Person (whether or not the Company is the surviving corporation); or (2ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; , unless:

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; , unless:

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly in a single transaction or indirectly: (1) through a series of related transactions, consolidate or merge with or into another Person (whether any other Person, or, directly or not the Company is the surviving corporation); or (2) indirectly, sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; , or permit any Person to merge with or into it, unless:

Merger, Consolidation or Sale of Assets. The Company shall 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, convey or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. (a) The Company shall 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, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person; unless:

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly: (1) may not consolidate or merge with or into another Person (whether into, or not the Company is the surviving corporation); or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the 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; corporation, person or entity unless:

Merger, Consolidation or Sale of Assets. The Company shall not, directly in a single transaction or indirectly: (1) through a series of related transactions, consolidate or merge with or into another Person (whether any other Person, or, directly or not the Company is the surviving corporation); indirectly, sell or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties its assets to another Person or assets group of affiliated Persons, except that the Company and may consolidate or merge with, or sell or convey substantially all of its Restricted Subsidiaries taken as a whole, in one or more related transactions, assets to another Person; unlessPerson if:

Merger, Consolidation or Sale of Assets. The Company shall 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, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person; unless:

Merger, Consolidation or Sale of Assets. The Company shall 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, convey lease or otherwise dispose transfer in one transaction or a series of all or substantially all of related transactions the properties or consolidated assets of the Company and its Restricted Subsidiaries taken substantially as a wholean entirety to any corporation, in one limited liability company, partnership or more related transactions, to another Persontrust organized under the laws of the United States or any of its political subdivisions; unless:

Merger, Consolidation or Sale of Assets. The Company shall will 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, convey or otherwise dispose of all or substantially all of 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:

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

Merger, Consolidation or Sale of Assets. The Unless otherwise provided in respect of a series of Notes, the Company shall will not, directly or indirectly: (1) , consolidate with or merge with or into another Person (whether into, or not the Company is the surviving corporation); convey, transfer or (2) sell, assign, transfer, convey or otherwise dispose of lease all or substantially all of the properties or its assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more a series of related transactionstransactions to, to another any Person; , unless:

Merger, Consolidation or Sale of Assets. The Company shall will not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2ii) directly or indirectly sell, assign, lease, transfer, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions, to another Person; , unless:

Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly: (1i) consolidate or merge with or into another Person Person; (whether or not the Company is the surviving corporation); or (2ii) sell, assignconvey, transfer, convey transfer or otherwise dispose of all or substantially all of the properties its assets as an entirety or assets of the Company and its Restricted Subsidiaries taken as a wholesubstantially an entirety, in one transaction or more a series of related transactions, to another any Person; or (iii) permit any Person to merge with or into the Company, unless:

Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly: (1) will not consolidate with or merge with or into another Person (whether into, or not the Company is the surviving corporation); or (2) sell, assignconvey, transfer, convey transfer or otherwise dispose of lease all or substantially all of the properties or its assets of (determined on a consolidated basis for the Company and its Restricted Subsidiaries taken as a wholeSubsidiaries) to, in one or more related transactionsany Person, to another Person; unless:

Merger, Consolidation or Sale of Assets. (a) The Company shall will 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 the properties or and assets of the Company and its the Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; , unless:

Merger, Consolidation or Sale of Assets. (a) The Company shall 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, convey convey, or otherwise dispose of all or substantially all of 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:

Merger, Consolidation or Sale of Assets. The Company shall may not, directly or indirectly: (1i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its the Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless: