Common use of Company May Consolidate, Etc., Only on Certain Terms Clause in Contracts

Company May Consolidate, Etc., Only on Certain Terms. Consolidate with or merge with or into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (a) either the Company shall be the continuing corporation, or the corporation (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety shall expressly assume, by an assumption agreement, executed and delivered to the Administrative Agent, in form satisfactory to the Majority Banks, the due and punctual payment of the principal of and interest on the Loans to the Company and the performance of every covenant of this Agreement on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Default or Event of Default, shall have happened and be continuing; (c) if as a result thereof any property or assets of the Company or a Restricted Subsidiary would become subject to any Mortgage not permitted by (i) through (xii) of subsection 6.2(a) or subsection 6.2(b), compliance shall be effected with the first clause of subsection 6.2(a); and (d) the Company and the successor Person have delivered to the Administrative Agent an officers’ certificate signed by two Responsible Officers of the Company stating that such consolidation, merger, conveyance or transfer and such assumption agreement comply with this subsection 6.1 and that all conditions precedent herein provided for relating to such transaction have been complied with.

Company May Consolidate, Etc., Only on Certain Terms. Consolidate with (a) The Company shall not, in one or more related transactions, consolidate or merge with or into any other corporation (whether or not the Company is the surviving corporation), or sell, assign, transfer, convey or transfer otherwise dispose of all or substantially all of its properties and or assets substantially as an entirety to any Personto, another Person unless: (a1) either either: (A) the Company shall be is the continuing surviving corporation, ; or (B) the Person formed by or the corporation surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, 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; (2) the Person formed by or surviving any such consolidation or into which merger (if other than the Company is merged Company) or the Person to which acquires by such sale, assignment, transfer, conveyance or transfer other disposition shall have been made assumes all of the properties and assets obligations of the Company substantially as under the 8.5% Notes and this Indenture pursuant to an entirety shall expressly assume, by an assumption agreement, executed and delivered to the Administrative Agent, in form indenture supplement thereto reasonably satisfactory to the Majority Banks, the due and punctual payment of the principal of and interest on the Loans to the Company and the performance of every covenant of this Agreement on the part of the Company to be performed or observedTrustee; (b3) immediately after giving effect to such transaction, no Default or Event of Default, shall have happened and be continuing; (c) if as a result thereof any property or assets of the Company or a Restricted Subsidiary would become subject to any Mortgage not permitted by (i) through (xii) of subsection 6.2(a) or subsection 6.2(b), compliance shall be effected with the first clause of subsection 6.2(a)Default exists; and (d4) except in the case of a merger of the Company with or into a Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made will, at the time of such transaction and after giving pro forma effect thereto as if such transaction 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 Interest Coverage Ratio test set forth in Section 10.10(a). In addition, the Company will not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. (b) Clauses (3) and (4) of Section 8.1 (a) will not apply to: (1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and the successor Person have delivered to the Administrative Agent an officers’ certificate signed by two Responsible Officers of the Company stating its Restricted Subsidiaries that such consolidation, merger, conveyance or transfer and such assumption agreement comply with this subsection 6.1 and that all conditions precedent herein provided for relating to such transaction have been complied withare Guarantors.

Company May Consolidate, Etc., Only on Certain Terms. Consolidate The Company shall not consolidate with or merge with or into any other corporation Person or convey convey, transfer or transfer lease its properties and assets substantially as an entirety to any Person, unless: (a) either in case the Company shall be consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the continuing corporation, or the corporation (if other than the Company) Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an assumption agreementindenture supplemental hereto, executed and delivered to the Administrative AgentTrustee, in form satisfactory to the Majority BanksTrustee, the due and punctual payment of the principal of and any premium and interest on all the Loans to the Company Securities and the performance or observance of every covenant of this Agreement Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Default or Event of Default, Default shall have happened and be continuing;; and (c) if as a result thereof any property or assets of the Company or a Restricted Subsidiary would become subject to any Mortgage not permitted by (i) through (xii) of subsection 6.2(a) or subsection 6.2(b), compliance shall be effected with the first clause of subsection 6.2(a); and (d) the Company and the successor Person have has delivered to the Administrative Agent Trustee an officers’ certificate signed by two Responsible Officers Officer’s Certificate and an Opinion of the Company Counsel, each stating that such consolidation, merger, conveyance conveyance, transfer or transfer and lease and, if a supplemental indenture is required in connection with such assumption agreement transaction, such supplemental indenture comply with this subsection 6.1 Article and that all conditions precedent provided herein provided for relating to such transaction have been complied with. In the case of a Subsidiary of the Company that merges with and into the Company, the Company will not be required to comply with Section 4.01(b) or 4.01(d).

Company May Consolidate, Etc., Only on Certain Terms. Consolidate with or merge with or into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (a) either the Company shall be the continuing corporation, or the corporation (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety shall expressly assume, by an assumption agreement, executed and delivered to the Administrative Agent, in form satisfactory to the Majority Banks, the due and punctual payment of the principal of and interest on the Loans to the Company and the performance of every covenant of this Agreement on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Default or Event of Default, shall have happened and be continuing; (c) if as a result thereof any property or assets of the Company or a Restricted Subsidiary would become subject to any Mortgage not permitted by (i) through (xii) of subsection 6.2(a) or subsection 6.2(b), compliance shall be effected with the first clause of subsection 6.2(a); and (d) the Company and the successor Person have delivered to the Administrative Agent an officers’ ' certificate signed by two Responsible Officers of the Company stating that such consolidation, merger, conveyance or transfer and such assumption agreement comply with this subsection 6.1 and that all conditions precedent herein provided for relating to such transaction have been complied with.