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

Company May Consolidate, Merge or Sell Its Assets Only on Certain Terms. The Company will not, directly or indirectly, (a) consolidate with or merge with or into, or (b) sell, convey, transfer or lease all or substantially all of its properties and assets to, any other Person (any such transaction, a “Reorganization Event”), unless: (a) either: (i) the Company is the surviving corporation; or (ii) the resulting, surviving or transferee Person (if other than the Company) of such Reorganization Event (the “Reorganization Successor Corporation”): (A) is a corporation organized and validly existing under the laws of any state or commonwealth of the United States other than the District of Columbia; and (B) expressly assumes, by executing and delivering a supplemental indenture to the Trustee and the Collateral Agent in accordance with Section 9.03 hereof and any other necessary agreements, all of the obligations of the Company under the Notes, this Indenture and the Security Documents. (b) immediately after giving effect to such Reorganization Event, no Default will have occurred and be continuing; (c) on or prior to the effective date of such Reorganization Event, the Company delivers to the Trustee and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel, each stating that: (i) such Reorganization Event and such supplemental indenture and agreements entered into by the Company or the Reorganization Successor Corporation, if any, comply with this Indenture; and (ii) all conditions precedent to such Reorganization Event and the execution of such supplemental indenture and other agreements, if any, provided in this Indenture have been satisfied. Notwithstanding anything to the contrary herein, the Company or any Reorganization Successor Corporation shall at all times be a corporation organized and validly existing under any state or commonwealth of the United States other than the District of Columbia.

Company May Consolidate, Merge or Sell Its Assets Only on Certain Terms. The Company will not, directly or indirectly, (a1) consolidate with or merge with or into, or (b2) sell, convey, transfer or lease all or substantially all of its properties and assets to, any other Person (any such transaction, a “Reorganization Event”), unless: (a) either: (i) the Company is the surviving corporation; or (ii) the resulting, surviving or transferee Person (if other than the Company) of such Reorganization Event (the “Reorganization Successor Corporation”): (AI) is a corporation organized and validly existing under the laws of any state or commonwealth of the United States other than of America, any State thereof or the District of Columbia; and (BII) expressly assumes, by executing and delivering a supplemental indenture to the Trustee and that is reasonably satisfactory in form to the Collateral Agent Trustee in accordance with Section 9.03 hereof and any other necessary agreementsagreements reasonably satisfactory to the Trustee and the Collateral Agent, all of the obligations of the Company under the Notes, this Indenture and the Security Documents.; (b) immediately after giving effect to such Reorganization Event, no Default will have occurred and be continuing; (c) either (i) the Company or the Reorganization Successor Corporation would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same 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 Fixed Charge Coverage Ratio test and the Total Leverage Ratio test set forth in Section 4.14(a); or (ii) the Company or the Reorganization Successor Corporation would have (x) a Fixed Charge Coverage Ratio equal to or greater than the actual Fixed Charge Coverage Ratio of the Company for the four-quarter period immediately prior to such transaction and (y) a Total Leverage Ratio equal to or less than the actual Total Leverage Ratio of the Company immediately prior to such transaction; and (d) prior to the effective date of such Reorganization Event, the Company delivers to the Trustee and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel, each stating that: (i) such Reorganization Event and such supplemental indenture and agreements entered into by the Company or the Reorganization Successor Corporation, if any, Corporation comply with this IndentureSection 5.01(a) hereof; and (ii) all conditions precedent to such Reorganization Event and the execution of such supplemental indenture and other agreements, if any, provided in this Indenture have been satisfied. Notwithstanding anything to the contrary herein, the Company or any Reorganization Successor Corporation shall at all times be a corporation organized and validly existing under any state or commonwealth of the United States other than the District of Columbia.

Company May Consolidate, Merge or Sell Its Assets Only on Certain Terms. The Company will not, directly or indirectly, (a1) consolidate with or merge with or into, or (b2) sell, convey, transfer or lease all or substantially all of its properties and assets to, any other Person (any such transaction, a “"Reorganization Event”"), unless: (a) either: (i) the Company is the surviving corporation; or (ii) the resulting, surviving or transferee Person (if other than the Company) of such Reorganization Event (the “"Reorganization Successor Corporation”"): (A) is a corporation organized and validly existing under the laws of any state or commonwealth of the United States other than of America, any State thereof or the District of Columbia; and (B) expressly assumes, by executing and delivering a supplemental indenture to the Trustee and that is reasonably satisfactory in form to the Collateral Agent Trustee in accordance with Section 9.03 hereof and any other necessary agreementshereof, all of the obligations of the Company under the Notes, Notes and this Indenture and the Security Documents.Indenture; (b) immediately after giving effect to such Reorganization Event, no Default will have occurred and be continuing;; and (c) on or prior to the effective date of such Reorganization Event, the Company delivers to the Trustee and the Collateral Agent an Officers’ ' Certificate and an Opinion of Counsel, each stating that: (i) such Reorganization Event consolidation, merger, conveyance, sale, transfer or lease and such supplemental indenture and agreements entered into by the Company or the Reorganization Successor Corporation, if any, comply with this IndentureSection 5.01(a) hereof; and (ii) all conditions precedent to such Reorganization Event and the execution of such supplemental indenture and other agreementsconsolidation, if anymerger, conveyance, sale, transfer or lease provided in this Indenture have been satisfied. Notwithstanding anything to the contrary herein, the Company or any Reorganization Successor Corporation shall at all times be a corporation organized and validly existing under any state or commonwealth of the United States other than the District of Columbia.

Company May Consolidate, Merge or Sell Its Assets Only on Certain Terms. The Company will not, directly or indirectly, (a1) consolidate with or merge with or into, or (b2) sell, convey, transfer or lease all or substantially all of its properties and assets to, any other Person (any such transaction, a “Reorganization Event”), unless: (a) either: (i) the Company is the surviving corporation; or (ii) the resulting, surviving or transferee Person (if other than the Company) of such Reorganization Event (the “Reorganization Successor Corporation”): (A) is a corporation organized and validly existing under the laws of any state or commonwealth of the United States other than of America, any State thereof or the District of Columbia; and (B) expressly assumes, by executing and delivering a supplemental indenture to the Trustee and the Collateral Agent that is reasonably satisfactory in form to the Trustee in accordance with Section 9.03 hereof and any other necessary agreementsagreements reasonably satisfactory to the Trustee and the Collateral Agent, all of the obligations of the Company under the Notes, this Indenture and the Security Documents.; (b) immediately after giving effect to such Reorganization Event, no Default will have occurred and be continuing; (c) on or prior to the effective date of such Reorganization Event, the Company delivers to the Trustee and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel, each stating that: (i) such Reorganization Event and such supplemental indenture and agreements entered into by the Company or the Reorganization Successor Corporation, if any, comply with this Indenture; and (ii) all conditions precedent to such Reorganization Event and the execution of such supplemental indenture and other agreements, if any, provided in this Indenture have been satisfied. Notwithstanding anything to the contrary herein, the Company or any Reorganization Successor Corporation shall at all times be a corporation organized and validly existing under any state or commonwealth the laws of the United States other than of America, any State thereof or the District of Columbia.