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

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (a) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) (the "Surviving Person") or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and the Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (c) immediately after such transaction no Default or Event of Default exists, and (d) the Company shall deliver, or cause to be delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, and the new security documents, if any, in respect thereto comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction have been satisfied.

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) (the "Surviving Person") or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and the this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists, ; and (div) except in the case of a merger of the Company shall deliverwith or into a Wholly Owned Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or cause to be delivered which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth immediately after the transaction equal to or greater than the TrusteeConsolidated Net Worth of the Company immediately preceding the transaction and (B) will, in form and substance reasonably satisfactory to at the Trustee, an Officer's Certificate and an Opinion time of Counsel, each stating that such transaction and the supplemental indenture, after giving pro forma effect thereto as if any, and the new security documents, if any, in respect thereto comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction have been satisfiedhad 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 4.09 hereof.

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) (the "Surviving Person") or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and the this Indenture pursuant to a supplemental indenture indentures in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists, ; and (div) except in the case of a merger of the Company shall deliverwith or into a Wholly Owned Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or cause to be delivered to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made shall, at the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and an Opinion time of Counsel, each stating that such transaction and the supplemental indenture, after giving pro forma effect thereto as if any, and the new security documents, if any, in respect thereto comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction have been satisfiedhad 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 4.09 hereof.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), ) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) (the "Surviving Person") or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and the Indenture pursuant to a supplemental indenture under the Notes and this Indenture in a form reasonably satisfactory to the Trustee, (ciii) immediately after such transaction transaction, no Default or Event of Default exists, exists and (div) the Company shall deliveror the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or cause to be delivered which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) shall have Consolidated Net Worth (immediately after the transaction) equal to or greater than the TrusteeConsolidated Net Worth of the Company immediately preceding the transaction and (B) shall, in form and substance reasonably satisfactory to at the Trustee, an Officer's Certificate and an Opinion time of Counsel, each stating that such transaction and the supplemental indenture, after giving pro forma effect thereto as if any, and the new security documents, if any, in respect thereto comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction have been satisfiedhad 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 4.09 hereof.

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) (the "Surviving Person") or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and the this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (ciii) immediately after such transaction no Default or Event of Default exists, exists and (div) except in the case of a merger of the Company shall deliverwith or into a Subsidiary Guarantor, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or cause to be delivered to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, at the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and an Opinion time of Counsel, each stating that such transaction and the supplemental indenture, after giving pro forma effect thereto as if any, and the new security documents, if any, in respect thereto comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction have been satisfiedhad 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 Section 4.09 hereof.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), ) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) (the "Surviving Person") or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and the Indenture pursuant to a supplemental indenture under the Notes and this Indenture in a form reasonably satisfactory to the TrusteeTrustee and delivers the documentation required by Section 9.06 hereof, (ciii) immediately after such transaction transaction, no Default or Event of Default exists, exists and (div) the Company shall deliverconsummation of such consolidation or merger will not otherwise involve a breach of this Indenture, or cause to be delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, and the new security documents, if any, in respect thereto comply with this including without limitation Section 5.1 and that all conditions precedent herein provided for relating to such transaction have been satisfied4.13 hereof.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) (the "Surviving Person") or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and the Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists, ; and (div) except in the case of a merger of the Company shall deliverwith or into a Wholly Owned Subsidiary of the Company and except in the case of a merger entered into solely for the purpose of reincorporating the Company in another jurisdiction, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or cause to be delivered to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, at the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and an Opinion time of Counsel, each stating that such transaction and the supplemental indenture, after giving pro forma effect thereto as if any, and the new security documents, if any, in respect thereto comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction have been satisfiedhad occurred at the beginning of the applicable Four-Quarter Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) (the "Surviving Person") or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and the this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists, and ; (div) except in the case of a merger of the Company shall deliverwith or into MSC or a Wholly Owned Restricted Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or cause to be delivered to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, at the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and an Opinion time of Counsel, each stating that such transaction and determined on a Pro Forma Basis, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the supplemental indenture, if any, and Cash Flow Coverage Ratio test set forth in the new security documents, if any, in respect thereto comply with this first paragraph of Section 5.1 and that all conditions precedent herein provided for relating to such transaction have been satisfied4.09 hereof.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) (the "Surviving Person") or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and the this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately before and after such transaction no Default or Event of Default exists, ; and (div) except in the case of a merger of the Company shall deliverwith or into a Wholly-Owned Restricted Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or cause to be delivered to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, at the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and an Opinion time of Counsel, each stating that such transaction and the supplemental indenture, after giving pro forma effect thereto as if any, and the new security documents, if any, in respect thereto comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction have been satisfiedhad occurred at the end of the applicable fiscal quarter, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in the first paragraph of Section 4.09 hereof.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless unless: (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) (the "Surviving Person") or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations Obligations of the Company under the Notes Notes, this Indenture and the Indenture Security Documents pursuant to a supplemental indenture Indenture in a form reasonably satisfactory to the Trustee, ; and (ciii) immediately after such transaction no Default or Event of Default exists, and (d) the . The Company shall deliver, or cause to be delivered deliver to the Trustee, in form and substance reasonably satisfactory Trustee prior to the Trustee, consummation of the proposed transaction an Officer's Certificate to the foregoing effect and an Opinion of Counsel, each Counsel stating that such the proposed transaction and the such supplemental indenture, indenture if any, and the new security documents, if any, in respect thereto applicable comply with this Section 5.1 Indenture. The Trustee shall be entitled to conclusively rely and that all conditions precedent herein provided for relating to shall be fully protected in acting or refraining from acting upon such transaction have been satisfiedOfficer's Certificate and Opinion of Counsel.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) (the "Surviving Person") or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and the Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists, ; and (div) except in the case of a merger of the Company shall deliverwith or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or cause to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made would, both immediately prior to and immediately after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be delivered permitted to incur at least $1.00 of additional Indebtedness pursuant to the Trustee, Debt to Cash Flow Ratio test set forth in form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, and the new security documents, if any, in respect thereto comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction have been satisfied4.09 hereof.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into another corporation, Person or entity (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such a sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) (the "Surviving Person") or the entity or Person to which such a sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under pursuant to the Notes Registration Rights Agreement, this Indenture, and the Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, Notes; (ciii) immediately after such transaction no Default or Event of Default exists, ; and (div) the Company shall deliveror any entity or Person formed by or surviving any such consolidation or merger, or cause to be delivered to the Trusteewhich a sale, in form and substance reasonably satisfactory to the Trusteeassignment, an Officer's Certificate and an Opinion of Counseltransfer, each stating that such transaction and the supplemental indenturelease, if any, and the new security documents, if any, in respect thereto comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction conveyance or other disposition shall have been satisfied.made (A) will have Consolidated Net Worth (immediately after the transaction but prior to any purchase accounting adjustments resulting from the transaction which increases Consolidated Net Worth) equal to or greater than the Consolidated Net Worth

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) (the "Surviving Person") or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under any Registration Rights Agreement, the Notes and the this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists, ; and (div) except in the case of a merger of the Company shall deliverwith or into a Wholly Owned Subsidiary of the Company and except in the case of a merger entered into solely for the purpose of reincorporating the Company in another jurisdiction, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or cause to be delivered to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, at the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and an Opinion time of Counsel, each stating that such transaction and the supplemental indenture, after giving pro forma effect thereto as if any, and the new security documents, if any, in respect thereto comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction have been satisfied.had occurred at the beginning of the applicable Four-Quarter Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. This Section

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) (the "Surviving Person") or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and the Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction 42 50 no Default or Event of Default exists, ; and (div) except in the case of a merger of the Company shall deliverwith or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or cause to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made would, both immediately prior to and immediately after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be delivered permitted to incur at least $1.00 of additional Indebtedness pursuant to the Trustee, Debt to Cash Flow Ratio test set forth in form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, and the new security documents, if any, in respect thereto comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction have been satisfied4.09 hereof.

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

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) (the "Surviving Person") or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Senior Notes and the Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists, ; and (div) except in the case of a merger of the Company shall deliverwith or into a Wholly Owned Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or cause to be delivered to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, at the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and an Opinion time of Counsel, each stating that such transaction and the supplemental indenture, after giving pro forma effect thereto as if any, and the new security documents, if any, in respect thereto comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction have been satisfiedhad 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 4.09 hereof.

Merger, Consolidation or Sale of Assets. The Company shall may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) (the "Surviving Person") or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Registration Rights Agreement, the Notes and the this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists, ; and (div) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, (A) the entity surviving such consolidation or merger would 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 the covenant described in Section 4.09 or (B) the Fixed Charge Coverage Ratio for the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made would, immediately after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, not be less than such Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction. The Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The provisions of this covenant are not applicable to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and its Restricted Subsidiaries. Notwithstanding the foregoing clause (iv), (i) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company and (ii) the Company shall delivermay merge with an Affiliate that has no significant assets or liabilities and was formed solely for the purpose of changing the jurisdiction of organization of the Company in another State of the United States or the form of organization of the Company so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby and provided that the successor assumes all the obligations of the Company under the Registration Rights Agreement, or cause the Notes and this Indenture pursuant to be delivered to the Trustee, a supplemental indenture in a form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, and the new security documents, if any, in respect thereto comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction have been satisfied.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) (the "Surviving Person") or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and the this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction no Default or Event of Default exists, ; and (div) except in the case of a merger of the Company shall deliverwith or into a Restricted Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or cause to be delivered to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, at the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and an Opinion time of Counsel, each stating that such transaction and the supplemental indenture, after giving pro forma effect thereto as if any, and the new security documents, if any, in respect thereto comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction have been satisfiedhad 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 Section 4.09(a) hereof.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), ) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) (the "Surviving Person") or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and the this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (ciii) immediately after such transaction transaction, no Default or Event of Default exists, and (div) except in the case of a merger of the Company shall deliverwith or into a Wholly Owned Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or cause to be delivered which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) shall have Consolidated Net Worth (immediately after the transaction) equal to or greater than the TrusteeConsolidated Net Worth of the Company immediately preceding the transaction and (B) shall, in form and substance reasonably satisfactory to at the Trustee, an Officer's Certificate and an Opinion time of Counsel, each stating that such transaction and the supplemental indenture, after giving pro forma effect thereto as if any, and the new security documents, if any, in respect thereto comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction have been satisfiedhad 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 4.09 hereof.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), ) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) (the "Surviving Person") or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Senior Notes and the this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (ciii) immediately after such transaction transaction, no Default or Event of Default exists, and (div) the Company shall deliveror the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or cause to be delivered to the Trusteewhich such sale, assignment, transfer, lease, conveyance or other disposition shall have been made in a form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and an Opinion will, at the time of Counsel, each stating that such transaction and the supplemental indenture, after giving pro forma effect thereto as if any, and the new security documents, if any, in respect thereto comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction have been satisfiedhad occurred at the beginning of the applicable one-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt to Cash Flow Ratio test set forth in Section 4.09.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), ) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactionstransactions to, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) (the "Surviving Person") or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and the Indenture pursuant to a supplemental indenture under the Notes, the Registration Rights Agreement and this Indenture in a form reasonably satisfactory to the Trustee, (ciii) immediately after such transaction transaction, no Default or Event of Default exists, exists and (div) except in the case of a merger of the Company shall deliverwith or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or cause to be delivered to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made shall, at the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and an Opinion time of Counsel, each stating that such transaction and the supplemental indenture, after giving pro forma effect thereto as if any, and the new security documents, if any, in respect thereto comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction have been satisfiedhad 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 clause (a) of the first paragraph of Section 4.09 hereof.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) (the "Surviving Person") or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes by a supplemental indenture in form reasonably satisfactory to the Trustee all the obligations of the Company under the Notes Notes, the Indenture and the Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, Registration Rights Agreement; (ciii) immediately after such transaction no Default or Event of Default exists, ; and (div) except in the case of a merger of the Company shall deliverwith or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or cause to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made would, both immediately prior to and immediately after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be delivered permitted to incur at least $1.00 of additional Indebtedness pursuant to the Trustee, Debt to Cash Flow Ratio test set forth in form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, and the new security documents, if any, in respect thereto comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction have been satisfied4.09 hereof.

Merger, Consolidation or Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless (ai) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, ; (bii) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) (the "Surviving Person") or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and the this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, ; (ciii) immediately after such transaction transaction, no Default or Event of Default exists, ; and (div) except in the case of a merger of the Company shall deliverwith or into a Wholly Owned Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or cause to be delivered which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) would have Consolidated Net Worth immediately after giving effect to the Trusteetransaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) immediately after giving pro forma effect thereto, in form and substance reasonably satisfactory would be permitted to incur at least $1.00 of additional Debt pursuant to the Trustee, an Officer's Certificate and an Opinion Debt to Operating Cash Flow Ratio test set forth in the first paragraph of Counsel, each stating that such transaction and the supplemental indenture, if any, and the new security documents, if any, in respect thereto comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction have been satisfied4.09 hereof.