CONSOLIDATION, MERGER AND SALES. Section 801. Company May Consolidate, Etc.,
CONSOLIDATION, MERGER AND SALES. Section 801. Guarantor May Consolidate, Etc.,
CONSOLIDATION, MERGER AND SALES. Section 8.1. Company May Consolidate, Etc., Only on Certain Terms..................................59 Section 8.2. Successor Person Substituted for Company..............................................59
CONSOLIDATION, MERGER AND SALES. Section 801. Issuer May Consolidate, Etc.,
CONSOLIDATION, MERGER AND SALES. For all purposes of the Indenture, Section 801 of the Original Indenture is hereby deemed to read as follows: “Section 801 Company May Consolidate, etc., Only on Certain Terms. The Company shall not directly or indirectly consolidate with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the assets and properties of the Company and its Subsidiaries to another a Person other than the Company or its Subsidiaries in one or more related transactions unless:
(1) either: (A) in the case of a merger or consolidation, the Company is the survivor; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, is a Person formed, organized or existing under the laws of the United States, any state of the United States or the District of Columbia;
(2) 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, lease, conveyance or other disposition has been made shall expressly assumes the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to, all of the Notes, and the performance of every obligation in the Indenture and the Notes on the part of the Company to be performed or observed by a supplemental indenture or other agreement reasonably satisfactory to the Trustee;
(3) either the Company or the successor Person shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture or other agreement is required in connection with such transaction, such supplemental indenture or other agreement, complies with this Article Eight, and that all conditions precedent herein provided for relating to such transaction have been complied with; and
(4) immediately after giving effect to such transaction, no Event of Default or Default shall have occurred and be continuing.”
CONSOLIDATION, MERGER AND SALES. SECTION 8.1. COMPANY MAY CONSOLIDATE, ETC.,
CONSOLIDATION, MERGER AND SALES. Section 801. Operating Partnership May Consolidate, Etc.,
CONSOLIDATION, MERGER AND SALES. Section 8.1 Company May Consolidate, Etc., Only on Certain Terms ........
CONSOLIDATION, MERGER AND SALES. Section 801. ISSUER MAY CONSOLIDATE, ETC.,
CONSOLIDATION, MERGER AND SALES. The Borrower will not, nor will it permit any Subsidiary to, merge or consolidate with or into any other Person, and the Borrower will not sell, lease or otherwise transfer, directly or indirectly, all or any substantial part of the assets of the Borrower and its Subsidiaries, taken as a whole, to any other Person, except that (i) a Subsidiary may merge into the Borrower or a Wholly-Owned Subsidiary, and (ii) a Subsidiary may merge with any other Person as a means of effecting a transaction permitted by this Agreement so long as such Subsidiary is the surviving Person of such Merger and (a) no Default or Unmatured Default arises as a consequence of such Merger and (b) after giving effect to such Merger, such Subsidiary remains a consolidated Subsidiary under GAAP.
