Common use of When Company May Merge or Transfer Assets Clause in Contracts

When Company May Merge or Transfer Assets. (a) The Company shall not merge, consolidate or amalgamate with or into any other Person (other than a merger of a Wholly Owned Subsidiary into the Company) or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of transactions unless: (i) the Company shall be the surviving Person (the "Surviving Person") or the Surviving Person (if other than the Company) formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia; (ii) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of and interest on all the Securities, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; (iii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Company's Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person; (iv) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (iv) and clauses (v) and (vi) below, any Debt which becomes, or is anticipated to become, an obligation of the Surviving Person or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; (v) immediately after giving effect to such transaction or series of transactions on a pro forma basis, the Company or the Surviving Person, as the case may be, would be able to Incur at least $1.00 of additional Debt under Section 4.05(a); (vi) immediately after giving effect to such transaction or series of transactions on a pro forma basis, the Surviving Person shall have a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company immediately prior to such transaction or series of transactions; and (vii) the Company shall deliver, or cause to be delivered, to the Trustee, in form reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such transaction and any supplemental indenture in respect thereto comply with this Section 5.01 and that all conditions precedent herein provided for relating to such transaction have been satisfied.

When Company May Merge or Transfer Assets. (a) The Company shall not merge, consolidate or amalgamate with or into any other Person (other than a merger of a Wholly Owned Subsidiary into the Company) merge with or into, or convey, sell, transfer, assign, lease, convey lease or otherwise dispose of all or substantially all of its Property assets (as an entirety or substantially as an entirety in any one transaction or a series of transactions related transactions), to any Person unless: (i) the Company shall be the surviving Person (the "Surviving Person") ), or the Surviving Person (if other than the Company) formed by such merger, consolidation or amalgamation into which the Company is merged or to which such sale, transfer, assignment, lease, conveyance or disposition is made the assets of the Company are transferred shall be a corporation organized and existing under the laws of the United States of America, or any State thereof or the District of Columbia; (ii) the Surviving Person (if other than the Company) shall expressly assumesassume, by supplemental indenture indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment all of the principal obligations of the Company under the Securities and interest on all the Securities, according to their tenorIndenture, and the due and punctual performance and observance of all the covenants and conditions of obligations under this Indenture to be performed by the Companyshall remain in full force and effect; (iii) in the case of a saleimmediately before and immediately after giving effect to such transaction, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Company's Property, such Property no Default shall have been transferred as an entirety or virtually as an entirety to one Personoccurred and be continuing; and (iv) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (iv) and clauses (v) and (vi) below, including any Debt which becomes, Indebtedness incurred or is anticipated to become, an obligation of the Surviving Person or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person or such Restricted Subsidiary at the time of be incurred in connection with such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; (v) immediately after giving effect to such transaction or series of transactions on a pro forma basis, the Company or the Surviving Person, as the case may be, Person would be able to Incur incur at least $1.00 of additional Debt under Indebtedness pursuant to Section 4.05(a3.04(a); (vi) immediately after giving effect to such transaction . In connection with any consolidation, merger, transfer or series of transactions on a pro forma basisother disposition contemplated by this Section 4.01, the Surviving Person shall have a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company immediately prior to such transaction or series of transactions; and (vii) the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such transaction consolidation, merger or transfer and any the supplemental indenture in respect thereto comply with this Section 5.01 4.01 and that all conditions precedent herein provided for relating to such transaction or transactions have been satisfiedcomplied with.

When Company May Merge or Transfer Assets. (a) The Neither the Company nor the Guarantor shall not merge, consolidate or amalgamate with or into any other Person (other than a merger of a Wholly Owned Subsidiary into the Company) merge with or sellinto, transferor convey, assign, lease, convey transfer or otherwise dispose of lease all or substantially all its Property in assets to, any one transaction or series of transactions Person, unless: (i) the Company shall be the resulting, surviving or transferee Person (the "Surviving PersonSuccessor Company") or the Surviving Person (if other than the Company) formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia; (ii) Columbia and the Surviving Person Successor Company (if other than not the CompanyCompany or the Guarantor) shall expressly assumesassume, by an indenture supplemental indenture hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, executed and delivered to all the Trustee by such Surviving Person, the due and punctual payment obligations of the principal of and interest on all Company under the Securities, according to their tenor, Securities and the due Indenture or the Guarantor under the Rio Guarantee and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by Indenture, as the Companycase may be; (iii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Company's Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person; (ivii) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (iv) and clauses (v) and (vi) below, treating any Debt Indebtedness which becomes, or is anticipated to become, becomes an obligation of the Surviving Person Successor Company or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person Successor Company or such Restricted Subsidiary at the time of such transaction or series of transactionstransaction), no Default or Event of Default shall have occurred and be continuing; (viii) immediately after giving effect to such transaction or series of transactions on a pro forma basisbasis (and treating any Indebtedness which becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), the Successor Company or the Surviving Person, as the case may be, would be able to Incur at least incur an additional $1.00 of additional Debt under Indebtedness in compliance with the Consolidated Coverage Ratio limitations set forth in Section 4.05(a); 4.03 hereof, (viiv) immediately after giving effect to such transaction or series of transactions on a pro forma basisbasis (and treating any Indebtedness which becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), the Surviving Person Successor Company shall have a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company immediately prior to such transaction or series of transactionstransaction; and (viiv) the Company shall deliver, or cause to be delivered, have delivered to the Trustee, in form reasonably satisfactory to the Trustee, Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such transaction consolidation, merger or transfer and any such supplemental indenture in respect thereto (if any) comply with this Section 5.01 the Indenture. The Successor Company shall succeed to, and that be substituted for, and may exercise every right and power of, the Company or the Guarantor, as the case may be, under the Indenture, but the predecessor Company in the case of a lease shall not be released from the obligation to pay the principal of and interest on the Securities. Notwithstanding the foregoing clauses (ii), (iii) and (iv), any Restricted Subsidiary may consolidate with, merge into or transfer all conditions precedent herein provided for relating or part of its properties and assets to such transaction have been satisfiedthe Company.

When Company May Merge or Transfer Assets. (a) The Company shall not merge, consolidate or amalgamate with or into any other Person (other than a merger of a Wholly Owned Subsidiary into the Company) merge with or into, or convey, sell, transfer, assign, lease, convey lease or otherwise dispose of all or substantially all of its Property assets (as an entirety or substantially as an entirety in any one transaction or a series of transactions related transactions), to any Person unless: (i) the Company shall be the surviving Person (the "Surviving Person") ), or the Surviving Person (if other than the Company) formed by such merger, consolidation or amalgamation into which the Company is merged or to which such sale, transfer, assignment, lease, conveyance or disposition is made the assets of the Company are transferred shall be a corporation organized and existing under the laws of the United States of America, or any State thereof or the District of Columbia; (ii) the Surviving Person (if other than the Company) shall expressly assumesassume, by supplemental indenture indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment all of the principal obligations of the Company under the Securities and interest on all the Securities, according to their tenorIndenture, and the due and punctual performance and observance of all the covenants and conditions of obligations under this Indenture to be performed by the Companyshall remain in full force and effect; (iii) in the case of a saleimmediately before and immediately after giving effect to such transaction, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Company's Property, such Property no Default shall have been transferred as an entirety or virtually as an entirety to one Personoccurred and be continuing; and (iv) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (iv) and clauses (v) and (vi) below, including any Debt which becomes, Indebtedness incurred or is anticipated to become, an obligation of the Surviving Person or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person or such Restricted Subsidiary at the time of be incurred in connection with such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; (v) immediately after giving effect to such transaction or series of transactions on a pro forma basis, the Company or the Surviving Person, as the case may be, Person would be able to Incur incur at least $1.00 of additional Debt under Indebtedness pursuant to Section 4.05(a4.04(a); (vi) immediately after giving effect to such transaction . In connection with any consolidation, merger, transfer or series of transactions on a pro forma basisother disposition contemplated by this Section 5.01, the Surviving Person shall have a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company immediately prior to such transaction or series of transactions; and (vii) the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such transaction consolidation, merger or transfer and any the supplemental indenture in respect thereto comply with this Section 5.01 and that all conditions precedent herein provided for relating to such transaction or transactions have been satisfiedcomplied with.

When Company May Merge or Transfer Assets. (a) The Company shall not merge, merge or consolidate or amalgamate with or into any other Person entity (other than a merger or consolidation of a Wholly Owned Restricted Subsidiary with or into the Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, assign, lease, convey lease or otherwise dispose of all or substantially all of its Property in any one transaction or series of transactions unless: (i) the entity formed by or surviving any such consolidation or merger (if the Company shall be is not the surviving Person (the "Surviving Person"entity) or the Surviving Person (if other than the Company) formed by such merger, consolidation or amalgamation or to which such sale, assignment, transfer, assignment, lease, lease or conveyance or disposition is made (the "Successor") (a) shall be a corporation organized and existing under the laws of the United States of America, any America or a State thereof or the District of Columbia; (ii) the Surviving Person (if other than the Company) Columbia and such corporation expressly assumes, by supplemental indenture in form satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Personcorporation, the due and punctual payment of the principal of principal, premium, if any, and interest on all the Securities, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the CompanyCompany and (b) the Successor shall have all Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor; (iiiii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of the Company's Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person; (iviii) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (iv) and clauses (v) and (vi) below, any Debt which becomes, or is anticipated to become, an obligation of the Surviving Person or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person or such Restricted Subsidiary at the time of such transaction or series of transactions)basis, no Default or Event of Default shall have occurred and be continuing; (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the Successor, as the case may be, would be able to Incur at least $1.00 of additional Indebtedness under Section 4.04(a); and (v) immediately after giving effect to such transaction or series of transactions on a pro forma basisbasis including, without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the Surviving Person, as the case may be, would be able to Incur at least $1.00 of additional Debt under Section 4.05(a); (vi) immediately after giving effect to such transaction or series of transactions on a pro forma basis, the Surviving Person Successor shall have a Consolidated Net Worth in an amount which is not less equal to or greater than the Consolidated Net Worth of the Company immediately prior to such the transaction or series of transactions; and (vii) . The Successor shall be the successor to the Company and shall deliversucceed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, but the predecessor Company in the case of a conveyance, transfer or cause lease shall not be released from the obligation to be delivered, to pay the Trustee, in form reasonably satisfactory to principal of and interest on the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such transaction and any supplemental indenture in respect thereto comply with this Section 5.01 and that all conditions precedent herein provided for relating to such transaction have been satisfiedSecurities.

When Company May Merge or Transfer Assets. (a) The Company shall not merge, consolidate with or amalgamate merge with or into any other Person (other than person or convey, transfer or lease all or substantially all of its properties and assets to any person, nor will the Company permit any Subsidiary to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in a merger of a Wholly Owned Subsidiary into the Company) or sellsale, assignment, transfer, assign, lease, convey lease or otherwise dispose other disposition of all or substantially all of the properties and assets of the Company and its Property in Subsidiaries on a consolidated basis to any one transaction other person or series of transactions persons, unless: either (i1) the Company or such subsidiary shall be the surviving Person corporation or (2) the "Surviving Person") or the Surviving Person person (if other than the Company) formed by such merger, consolidation or amalgamation into which the Company or to such Subsidiary is merged or the person which acquires by conveyance, transfer or lease the properties and assets of the Company or such sale, transfer, assignment, lease, conveyance or disposition is made Subsidiary substantially as an entirety (i) shall be a corporation organized and validly existing under the laws of the United States of America, or any State state thereof or the District of Columbia; Columbia and (ii) the Surviving Person (if other than the Company) shall expressly assumesassume, by an indenture supplemental indenture in form satisfactory to the Trusteehereto, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of and interest on all the Securities, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; (iii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Company's Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person; (iv) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (iv) and clauses (v) and (vi) below, any Debt which becomes, or is anticipated to become, an obligation of the Surviving Person or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; (v) immediately after giving effect to such transaction or series of transactions on a pro forma basis, the Company or the Surviving Person, as the case may be, would be able to Incur at least $1.00 of additional Debt under Section 4.05(a); (vi) immediately after giving effect to such transaction or series of transactions on a pro forma basis, the Surviving Person shall have a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company immediately prior to such transaction or series of transactions; and (vii) the Company shall deliver, or cause to be delivered, to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company or such Subsidiary under the Securities and this Indenture; immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such transaction and any consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in respect thereto connection with such transaction, such supplemental indenture, comply with this Section 5.01 Article 5 and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor person formed by such consolidation or into which the Company or the applicable Subsidiary is merged or the successor person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or the applicable Subsidiary under this Indenture with the same effect as if such successor had been named as the Company or the applicable Subsidiary herein; and thereafter, except in the case of a lease, the Company or the applicable Subsidiary shall be discharged from all obligations and covenants under this Indenture and the Securities. Subject to Section 9.06, the Company, the applicable Subsidiary, the Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release of the Company and the applicable Subsidiary. A Guarantor shall not consolidate with or merge into any Person or convey, transfer or lease its properties and assets substantially as an entity to another Person unless the surviving Person assumes the obligations of such Guarantor and the surviving Person is a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia, except if all of the assets or all of the common stock of such Guarantor is sold to a non-affiliate of the Company, in which case the Guarantee is released.