CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. SECTION 8.1. Company May Consolidate, Etc.,
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Subject to Section 3.1(c), the Guarantor shall not consolidate with or merge with or into any other Person or convey, transfer or lease its assets substantially as an entirety to any Person, and the Guarantor shall not permit any Person to consolidate with or merge with or into the Guarantor, unless:
(1) the Guarantor or the Company is the surviving corporation in a merger or consolidation; or
(2) in case the Guarantor shall consolidate with or merge into another Person or convey, transfer or lease its assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the assets of the Guarantor substantially as an entirety shall be a corporation, partnership, trust or limited liability company, 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 a supplemental agreement hereto, executed and delivered to the Trustee, all of the obligations of the Guarantor under the Indenture and this Guarantee; and
(3) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and
(4) the Guarantor has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental agreement is required in connection with such transaction, such supplemental agreement comply with this Section 3.1 and that all conditions precedent herein provided for relating to such transaction have been complied with.
(b) Subject to Section 3.1(c), any indebtedness which becomes an obligation of the Guarantor or any of its Subsidiaries as a result of any such transaction shall be treated as having been incurred by the Guarantor or such Subsidiary at the time of such transaction.
(c) The provisions of Section 3.1(a) and (b) shall not be applicable to:
(1) the direct or indirect conveyance, transfer or lease of all or any portion of the stock, assets or liabilities of any of the Guarantor’s wholly owned Subsidiaries to the Guarantor or to the Company or to other wholly owned Subsidiaries of the Guarantor; or
(2) any recapitalization transaction, a change of control of the Guarantor or a highly leveraged transaction...
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. Section 8.01.
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. SECTION 8.1 COMPANY MAY CONSOLIDATE, ETC., ONLY ON
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. Section 8.01 Company May Consolidate, Etc., Only on Certain Terms.......................... 43 Section 8.02
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. Section 801 Company May Consolidate, Etc.,
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. Company May Consolidate, etc.,
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. Company May Consolidate, etc., Only on Certain Terms Section 8.2 Successor Substituted
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. The Company shall not consolidate with, or 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 as an entirety in one transaction or series of related transactions) to, any Person or permit any Person to merge with or into the Company and the Company shall not permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company or the Company and its Restricted Subsidiaries, taken as a whole, to any other Person or Persons, unless:
(a) either (i) the Company shall be the continuing Person or (ii) 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 (A) shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and (B) shall expressly assume, by an amendment to this Agreement, duly executed and delivered to the Holder, all of the obligations of the Company with respect to the Note and under this Agreement;
(b) immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred and be continuing;
(c) immediately after giving effect to such transaction on a pro forma basis, the Company, or any Person becoming the successor obligor of the Note, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction;
(d) immediately after giving effect to such transaction on a pro forma basis, the Company, or any Person becoming the successor obligor of the Note, as the case may be, could Incur at least One Dollar ($1.00) of Indebtedness under paragraph (a) of Section 5.1;
(e) the Person formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company is not Holdings; and
(f) the Company delivers to the Holder an Officer's Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (c) and (d) above) and an opinion of counsel, each stating that such consolidation, merger or transfer and such amendm...
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. SECTION 7.1 Guarantor May Consolidate, Etc.,
