Consolidation, Merger, Conveyance or Transfer on Certain Terms. Except as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of security for such Series, the Company shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless:
Consolidation, Merger, Conveyance or Transfer on Certain Terms. None of the Company or any Guarantor shall consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless:
Consolidation, Merger, Conveyance or Transfer on Certain Terms. None of the Company, TWX, AOL, TBS or HBO shall consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless:
Consolidation, Merger, Conveyance or Transfer on Certain Terms. The Company shall not consolidate with or merge into any other Person or sell, lease, convey or transfer all or substantially all its properties and assets to any Person, if upon any such consolidation, merger, sale, lease, conveyance or transfer the Company is not the surviving corporation, unless:
Consolidation, Merger, Conveyance or Transfer on Certain Terms. None of the Company, America Online, Time Warner, TBS or TWC shall consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless:
Consolidation, Merger, Conveyance or Transfer on Certain Terms. None of the Company, TBS or TWC shall consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless:
Consolidation, Merger, Conveyance or Transfer on Certain Terms. Each of the Company, AOL Time Warner, TWI, TBS and TWCI may consolidate with or into any other Person or sell, convey, transfer or otherwise dispose of all of substantially all of its assets to any Person if:
Consolidation, Merger, Conveyance or Transfer on Certain Terms. The Company will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Securities and under this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company or any Person becoming the successor obligor of such Securities shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; provided, however, that this clause (iii) shall only apply to a sale of substantially all, but less than all, of the assets of the Company; (iv) immediately after giving effect to such transaction on a pro forma basis the Company, or any Person becoming the successor obligor of the Securities, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of Section 10.03; provided, however, that this clause (iv) shall not apply to (x) a consolidation, merger or sale of all (but not less than all) of the assets of the Company if all Liens and Indebtedness of the Company if immediately after giving effect to such transaction on a pro forma basis, the Company or any Person becoming the successor obligor on the Securities, as the case may be, and its Restricted Subsidiaries outstanding immediately after such transaction would, if Incurred at such time, have been permitted to be Incurred (and all such Liens and Indebtedness, other than Liens and Indebtedness of the Company and its Restricted Subsidiaries outstanding immediately prior to the transaction, shall be deemed to have been Incurred) for all purposes of this Indenture or (y) a consolidation, m...
