Company and Guarantor May Consolidate, Etc., Only on Certain Terms. (a) The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless:
Company and Guarantor May Consolidate, Etc., Only on Certain Terms. Neither the Company nor the Guarantor shall (i) consolidate or amalgamate with or merge into any other Person, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any other Person, (ii) permit any other Person to consolidate or amalgamate with or merge into the Company or the Guarantor or (iii) permit any other Person to convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the Company or the Guarantor; unless:
Company and Guarantor May Consolidate, Etc., Only on Certain Terms. Neither the Company nor the Guarantor may consolidate or merge with or into another corporation, or sell or convey all or substantially all of their respective property and assets to another Person unless: (i) immediately after such consolidation, merger, sale or conveyance no Event of Default or Default shall have occurred and be continuing; (ii) the surviving Person in such consolidation or merger (if other than the Company or the Guarantor, as the case may be) or person to whom such property and assets are sold or conveyed (if other than the Company or the Guarantor, as the case may be) is a corporation organized under the laws of the United States or any state thereof, and such Person (if other than the Company or the Guarantor, as the case may be) through a supplemental indenture assumes payment of the principal of (premium, if any, on) and interest on, the Outstanding Securities of the applicable series and the performance and observance of all the covenants and conditions of the Indenture with respect to the Company or the Guarantor, as the case may be, (iii) the Company or the Guarantor, as the case may be, shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale or conveyance and such supplemental indenture comply with the applicable provisions of the Indenture and that all conditions precedent therein provided for relating to such consolidation, merger, sale or conveyance have been complied with. The Company and/or the Guarantor may consolidate or merge with or into, or sell or convey all or substantially all of its property and assets to any Subsidiary. For purposes of this Section, “sell or convey all or substantially all of its property and assets” shall mean property and assets contributing in the aggregate at least 80% of the Company’s total consolidated revenues as reported in the Company’s last available periodic financial report (quarterly or annual, as the case may be) filed with the Commission. Table Of Contents
Company and Guarantor May Consolidate, Etc., Only on Certain Terms. So long as any Securities shall be Outstanding, neither the Company nor, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall consolidate with or merge or convert into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person (without the consent of any Holder of any series of Securities issued hereunder) unless:
