Common use of Company May Consolidate, Merge or Sell Its Assets on Certain Terms Clause in Contracts

Company May Consolidate, Merge or Sell Its Assets on Certain Terms. The Company shall not consolidate with, merge with or into or enter into any similar transaction with, or convey, transfer or lease all or substantially all of its property and assets to, any Person unless: (a) the resulting, surviving or transferee Person, if not the Company, (the “Successor Company”) is (and, if the Company will remain a party to the Notes and this Indenture after giving effect to such transaction and the requirements in respect thereof under this Indenture, the Company is) a corporation organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Successor Company (if other than the Company) expressly assumes, by executing and delivering to the Trustee a supplemental indenture, all of the Company’s obligations under the Notes and under this Indenture; (b) immediately after giving effect to such transaction, no Default or Event of Default has occurred or is continuing; and (c) the Company and the Successor Company (if other than the Company) shall have delivered to the Trustee an Officer’s Certificate stating that: (i) each of (x) such consolidation, merger (or similar transaction), conveyance, transfer or lease and (y) such supplemental indenture comply with this Article 6; and (ii) all conditions precedent provided herein relating to such transaction have been complied with. For purposes of this Section 6.01, any conveyance, transfer or lease of properties and assets of one or more Subsidiaries of the Company that would, if the Company had held such properties and assets directly, have constituted the conveyance, transfer or lease of substantially all of the Company’s properties and assets shall be treated as such hereunder.

Company May Consolidate, Merge or Sell Its Assets on Certain Terms. The Company shall not consolidate with, merge with or into or enter merge into any similar transaction with, other entity or convey, transfer or lease all or substantially all of the assets of the Company and its property and assets toconsolidated Subsidiaries, taken as a whole, to any Person unless: (a) (i) the resultingentity formed by such consolidation, surviving or transferee Personthe entity into which the Company is merged, if not or the entity that acquires or leases the Company, (the “Successor Company”) is (and, if the Company will remain a party to the Notes and this Indenture after giving effect to such transaction ’s and the requirements in respect thereof under this IndentureCompany’s consolidated Subsidiaries’ assets, the Company is) a corporation shall be an entity organized and validly existing under the laws of the United States of AmericaStates, any State thereof or the District of Columbia, and such Successor Company (if other than the Company) shall expressly assumesassume, by executing an indenture supplemental hereto, executed and delivering delivered to the Trustee a supplemental indentureTrustee, in form satisfactory to the Trustee, all of the Company’s obligations under the Notes and under this Indenture, and (ii) the entity into which the Company is merged, or the entity that acquires or leases the Company’s and the Company’s consolidated Subsidiaries’ assets, shall be the Parent or a Wholly Owned Subsidiary of the Parent; (b) immediately after giving effect to such transaction, no Default or Event of Default has or Default shall have occurred or is and be continuing; and (c) the Company and the Successor Company (if other than the Company) shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that: (i) each of (x) that such consolidation, merger (or similar transaction)merger, conveyance, or other transfer or lease and (y) such supplemental indenture comply with this Article 6; and (ii) ARTICLE 6 and that all conditions precedent herein provided herein for relating to such transaction transactions shall have been complied with. For purposes of this Section 6.01, any conveyance, transfer or lease of properties and assets of one or more Subsidiaries of the Company that would, if the Company had held such properties and assets directly, have constituted the conveyance, transfer or lease of substantially all of the Company’s properties and assets shall be treated as such hereunder.

Company May Consolidate, Merge or Sell Its Assets on Certain Terms. The Company shall will not consolidate with, merge with or into or enter into any similar transaction with, or sell, convey, transfer transfer, lease or lease otherwise dispose of all or substantially all of its property and assets to, any Person Person, unless: (a) the resulting, surviving or transferee Person, if not the Company, Person (the “Successor Company”) is (and, if the Company will remain a party to the Notes and this Indenture after giving effect to such transaction and the requirements in respect thereof under this Indenture, the Company is) a corporation organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Successor Company (if other than the Company) expressly assumes, by executing and delivering to the Trustee a supplemental indenture, all of the Company’s obligations under the Notes and under this Indenture; (b) if such transaction or event constitutes a Share Exchange Event and the relevant Reference Property includes common stock or other securities issued by a third party, such third party fully and unconditionally guarantees all obligations of the Company or such Successor Company, as the case may be, under the Notes and this Indenture; (c) immediately after giving effect to such transaction, no Default or Event of Default has occurred or is continuing; and (cd) the Company and the Successor Company (if other than the Company) shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that: (i) each of (x) such consolidation, merger (or similar transaction), sale, conveyance, transfer transfer, lease or lease other disposition and (y) such supplemental indenture comply complies with this Article 6; and (ii) all conditions precedent provided herein relating to such transaction provided herein have been complied with. For purposes of this Section 6.01, any sale, conveyance, transfer transfer, lease or lease other disposition of properties and assets of one or more Subsidiaries of the Company that would, if the Company had held such properties and assets directly, have constituted the sale, conveyance, transfer transfer, lease or lease other disposition of substantially all of the Company’s properties and assets shall be treated as such hereunder.

Company May Consolidate, Merge or Sell Its Assets on Certain Terms. The Company shall not consolidate with, merge with or into or enter into any similar transaction with, or convey, transfer or lease all or substantially all of its property and assets to, any Person unless: (a) the resulting, surviving or transferee Person, if not the Company, Person (the “Successor Company”) is (and, if the Company will remain a party to the Notes and this Indenture after giving effect to such transaction and the requirements in respect thereof under this Indenture, the Company is) a corporation organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Successor Company (if other than the Company) expressly assumes, by executing and delivering to the Trustee a supplemental indenture, all of the Company’s obligations under the Notes and under this Indenture, and by such other agreements, executed and delivered to the Trustee or Collateral Agent, as the case may be, all of the Company’s obligations under the Collateral Agreements; (b) if such transaction or event constitutes a Share Exchange Event and the relevant Reference Property includes common stock or other securities issued by a third party, such third party fully and unconditionally guarantees all obligations of the Company or such Successor Company, as the case may be, under the Notes and under this Indenture; (c) immediately after giving effect to such transaction, no Default or Event of Default has occurred or is continuing; and (cd) the Company and the Successor Company (if other than the Company) shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that: (i) each of (x) such consolidation, merger (or similar transaction), conveyance, transfer or lease and (y) such supplemental indenture comply complies with this Article 6; and (ii) all conditions precedent provided herein relating to such transaction provided herein have been complied with. For purposes of this Section 6.01, any conveyance, transfer or lease of properties and assets of one or more Subsidiaries of the Company that would, if the Company had held such properties and assets directly, have constituted the conveyance, transfer or lease of substantially all of the Company’s properties and assets shall be treated as such hereunder.