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 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 Company; (iii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of the Company, 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 clause (a) of the first paragraph of Section 4.03; provided, however, that this clause (v) shall -------- ------- not apply to a merger between the Company and a Wholly Owned Subsidiary of the Company or Holding incorporated in another state of the United States solely for the purpose of reincorporating the Company as long as the total amount of Debt of the Company and its 57 Restricted Subsidiaries is not increased as a result thereof; and (vi) 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 and the supplemental indenture, if any, in respect thereto comply with this Section and that all conditions precedent herein provided for relating to such transaction have been satisfied and that the supplemental indenture, if any, has been duly authorized, executed and delivered and is enforceable against the Surviving Person.

When Company May Merge or Transfer Assets. (a) The ------------------------------------------ Company shall not mergenot, in a single transaction or through a series of related transactions, consolidate or amalgamate merge with or into any other Person (other than a merger of a Wholly Owned Subsidiary into the Company) Person, or, directly or sellindirectly, transfer, assign, lease, sell or convey or otherwise dispose of all or substantially all of its Property in any one transaction assets to another Person or series group of transactions unless: affiliated Persons, except that the Company may consolidate or merge with, or sell or convey substantially all of its assets to, another Person if (i) the Company shall be is the surviving continuing Person (the "Surviving Person") or the Surviving successor 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 Columbia and such Person (if other than the Company) expressly assumes, by an indenture supplemental indenture to this Indenture in a form reasonably satisfactory to the Trustee, executed and delivered to all obligations of the Trustee by such Surviving PersonCompany under this Indenture, the due and punctual including payment of the principal of, and premium, if any, of and interest on, all on the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company and (ii) there is no default under this Indenture. Upon such a succession, the Company will be relieved from any further obligations under this Indenture. For purposes of this paragraph, “substantially all of its assets” means, at any date, a portion of the non-current assets reflected in the Company; ’s consolidated balance sheet as of the end of the most recent quarterly period that represents at least 66% of the total reported value of such assets. Each of the Subsidiary Guarantors shall not, and the Company shall not permit any Subsidiary Guarantor to, in a single transaction or through a series of related transactions, consolidate or merge with or into, or directly or indirectly sell or convey substantially all of its assets to another Person or group of affiliated Persons, except (iiia) in the case of a sale, transfer, assignment, lease, conveyance Subsidiary Guarantor that has been disposed of in its entirety to another Person (other than to the Company or other disposition of all or substantially all the Property an affiliate of the Company), whether through a merger, consolidation or sale of Capital Stock or assets (in which case such Property shall have been transferred as an entirety Subsidiary Guarantor will be relieved from any further obligations under this Indenture or virtually as an entirety to one Person; a Guarantee Agreement) or (ivb) immediately before and after giving effect to such transaction or series of transactions on where (i) a pro forma basis (and treating, for purposes of this clause (iv) and clauses (v) and (vi) below, any Debt which becomes, or Subsidiary Guarantor that is anticipated to become, an obligation of the Surviving continuing Person or any Restricted the successor Person (if other than the Subsidiary as a result of such transaction or series of transactions as having been Incurred by Guarantor) is organized and existing under 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 clause (a) of the first paragraph of Section 4.03; provided, however, that this clause (v) shall -------- ------- not apply to a merger between the Company and a Wholly Owned Subsidiary of the Company or Holding incorporated in another state laws of the United States solely for of America, any State thereof or the purpose District of reincorporating the Company as long as the total amount of Debt of the Company Columbia and its 57 Restricted Subsidiaries is not increased as such Person expressly assumes, by a result thereof; and (vi) the Company shall deliver, or cause to be delivered, to the Trustee, Guarantee Agreement in a form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion all obligations of Counsel, each stating that such transaction and the supplemental indentureSubsidiary Guarantor, if any, in respect thereto comply with under this Section Indenture, and that all conditions precedent herein provided for relating to such transaction have been satisfied and that the supplemental indenture, if any, has been duly authorized, executed and delivered and (ii) there is enforceable against the Surviving Personno default under this Indenture.

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 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 Company; (iii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of the Company, 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 clause (a) of the first paragraph of Section 4.03; provided, however, that this clause (v) shall -------- ------- not apply to a merger between the Company and a Wholly Owned Subsidiary of the Company or Holding incorporated in another state of the United States solely for the purpose of reincorporating the Company as long as the total amount of Debt of the Company and its 57 Restricted Subsidiaries is not increased as a result thereof; and (vi) 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 and the supplemental indenture, if any, in respect thereto comply with this Section and that all conditions precedent herein provided for relating to such transaction have been satisfied and that the supplemental indenture, if any, has been duly authorized, executed and delivered and is enforceable against the Surviving Personsatisfied.

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 premium, if any, of and interest on, 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 Property of 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 clause (a) of the first paragraph of Section 4.034.05(a); provided, however, that this clause (v) shall -------- ------- not apply to a merger between the Company and a Wholly Owned Subsidiary of the Company or Holding incorporated in another state of the United States solely for the purpose of reincorporating the Company as long as the total amount of Debt of the Company and its 57 Restricted Subsidiaries is not increased as a result thereof; and (vi) 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 and the supplemental indenture, if any, in respect thereto comply with this Section and that all conditions precedent herein provided for relating immediately after giving effect to such transaction have been satisfied and that the supplemental indentureor series of transactions on a pro forma basis, if any, has been duly authorized, executed and delivered and is enforceable against the Surviving Person.the

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 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 Company; (iii) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of the Company, 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 clause (a) of the first paragraph of Section 4.03; provided, however, that this clause (v) shall -------- ------- not apply to a merger between the Company and a Wholly Owned Subsidiary of the Company or Holding incorporated in another state of the United States solely for the purpose of reincorporating the Company as long as the total amount of Debt of the Company and its 57 Restricted Subsidiaries is not increased as a result thereof; and (vi) 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 and the supplemental indenture, if any, in respect thereto comply with this Section and that all conditions precedent herein provided for relating to such transaction have been satisfied and that the supplemental indenture, if any, has been duly authorized, executed and delivered and is enforceable against the Surviving Person.

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 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 and the Collateral Pledge Agreement 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 Property of the Company, 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 clause (a) of the first paragraph of Section 4.03; provided(vi) immediately after giving effect to such transaction or series of transactions on a pro forma basis, however, that this clause (v) the Surviving Person shall -------- ------- have a Consolidated Net Worth in an amount which is not apply to a merger between less than the Company and a Wholly Owned Subsidiary Consolidated Net Worth of the Company immediately prior to such trans action or Holding incorporated in another state series of the United States solely for the purpose of reincorporating the Company as long as the total amount of Debt of the Company and its 57 Restricted Subsidiaries is not increased as a result thereoftransactions; and (vivii) 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 and the supplemental indenture, if any, in respect thereto comply with this Section covenant and that all conditions precedent herein provided for relating to such transaction have been satisfied and that the supplemental indenture, if any, has been duly authorized, executed and delivered and is enforceable against the Surviving Personsatisfied.