Consolidation Merger Lease Sale or Transfer. Section 8.01 When Company May Merge, Etc. Except as may be otherwise provided as contemplated by Section 3.01 relating to Securities of a series, the Company shall not consolidate with, or merge with or into, any other Person (whether or not the Company shall be the surviving corporation or entity), or convey, transfer or lease all or substantially all of its properties and assets as an entirety or substantially as an entirety to any Person or group of affiliated Persons, in one transaction or a series of related transactions, unless: (1) either the Company shall be the continuing Person or the Person (if other than the Company) formed by such consolidation or with which or into which the Company is merged or the Person (or group of affiliated Persons) to which all or substantially all the properties and assets of the Company as an entirety or substantially as an entirety are conveyed, transferred or leased shall be a corporation or other entity (group of affiliated corporations or entities) organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; and (2) immediately after giving effect to such transaction or series of related transactions, no Event of Default, and no Default, shall have occurred and be continuing. Notwithstanding the foregoing, the Company may (a) consolidate with, or merge with or into, an Affiliate incorporated for the purpose incorporating the Company in another jurisdiction and/or (b) convey, transfer or lease all or substantially all of its properties and assets as an entirety or substantially as an entirety to any Subsidiary or Subsidiaries, in one transaction or a series of related transactions.
Appears in 8 contracts
Samples: Senior Debt Indenture (Interline Brands, Inc./De), Subordinated Debt Indenture (Interline Brands, Inc./De), Senior Debt Indenture (Interline Brands, Inc./De)
