Consolidation, Merger or Sale of Assets by a Guarantor. No Guarantor may
(i) consolidate with or merge with or into any Person; or
(ii) sell, convey, transfer or otherwise dispose of its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person; or
(iii) permit any Person to merge with or into the Guarantor unless:
(A) the other Person is the Company or any Restricted Subsidiary that is Guarantor or becomes a Guarantor concurrently with the transaction; or
(B) (i) either (x) the Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes by supplemental indenture all of the obligations of the Guarantor under its Note Guaranty; and
Consolidation, Merger or Sale of Assets by a Guarantor. (a) Each Guarantor will not, and the Company will not permit a Guarantor to, in a single transaction or through a series of related transactions, (x) consolidate with or merge with or into any other Person (other than the Company or any other Guarantor) or (y) sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons (other than the Company or any other Guarantor) or 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, in the case of clause (y) would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Guarantor and its Restricted Subsidiaries on a Consolidated basis to any other Person or group of Persons (other than the Company or any Guarantor), unless at the time and after giving effect thereto:
(1) either (A) the Guarantor or the Company will be the continuing Person in the case of a merger involving the Guarantor or (B) the Person (if other than the Guarantor) formed by such consolidation or into which the Guarantor is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of the Guarantor and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Guarantor Entity”) expressly assumes, by executing a supplement to this Indenture, all the obligations of such Guarantor under its Note Guarantee;
(2) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default will have occurred and be continuing; and
(3) at the time of the transaction such Guarantor or the Surviving Guarantor Entity will have delivered, or caused to be delivered, to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, lease or other transaction and any supplement to this Indenture executed and delivered in connection therewith comply with this Indenture; provided, however, that this Section 5.02(a) shall not apply to any Guarantor whose Note Guarantee is terminated in accordance with Section 11.09 of this Indenture.
(b) In the event of any transaction (other than a lease) described in and complying with the conditions listed...
Consolidation, Merger or Sale of Assets by a Guarantor. (a) No Guarantor may (i) consolidate with or merge with or into any Person, or
Consolidation, Merger or Sale of Assets by a Guarantor. (a) No Guarantor may
(i) consolidate with or merge with or into any Person, or
(ii) sell, convey, transfer, lease or dispose of, all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person, or
(iii) permit any Person to merge with or into such Guarantor unless
(1) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or that becomes a Guarantor concurrently with the transaction; or
(2) (A) either (x) the Guarantor is the continuing or surviving Person or (y) the resulting, surviving or transferee Person expressly assumes by supplemental indenture (or other joinder agreement, as applicable) all of the obligations of the Guarantor under its Note Guaranty, this Indenture and the Security Agreements; and
Consolidation, Merger or Sale of Assets by a Guarantor. No Guarantor may:
(i) consolidate or merge with or into any Person, or
(ii) sell, convey, transfer or dispose of all or substantially all of the Guarantor’s assets, in one transaction or a series of related transactions, to any Person, unless
(A) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or
(B) (1) either (x) the Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes by supplemental indenture (or other joinder agreement, as applicable) all of the obligations of the Guarantor under its Note Guaranty and the Registration Rights Agreement; and
Consolidation, Merger or Sale of Assets by a Guarantor. (a) Neither Da Barra nor any other Guarantor (other than Cosan) shall:
(i) consolidate with or merge with or into any Person; or
(ii) sell, convey, transfer or dispose of, all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person; or
(iii) permit any Person to merge with or into the Guarantor unless:
(A) the other Person is Cosan or any Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or
(B) (1) either (x) the Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes by supplemental indenture, substantially in the form of Exhibit B, all of the obligations of the Guarantor under its Note Guaranty; (2) immediately after giving effect to the transaction, no Default or Event of Default has occurred and is continuing; and (3) the applicable Guarantor shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture, if any, comply with this Indenture. The Trustee shall be entitled to rely exclusively on and shall accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent set forth in this Section 5.04, in which event it shall be conclusive and binding on the Holders.
Consolidation, Merger or Sale of Assets by a Guarantor. (a) No Guarantor may:
(i) consolidate with or merge with or into any Person, or
(ii) sell, convey, transfer or dispose of, all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person, or
(iii) permit any Person to merge with or into the Guarantor unless
(A) immediately after giving effect to the transaction, no Default or Event of Default exists; and
(B) either:
(i) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of that Guarantor under the Indenture, its Subsidiary Guarantee and any Registration Rights Agreement pursuant to a Supplemental Indenture satisfactory to the Trustee; or
(ii) in connection with any sale or other disposition of all or substantially all of the assets of the Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Company, if the sale or other disposition complies with Section 3.12.
Consolidation, Merger or Sale of Assets by a Guarantor. No Guarantor may (I) consolidate with or merge with or into any Person or (II) consummate any Asset Sale with a value (when combined with any Asset Sale pursuant to Section 6.7(a)(i)(II)) in excess of $125,000,000 in the aggregate (determined on a consolidated basis for Borrower and its Subsidiaries), other than any Asset Sale permitted pursuant to Section 6.5, unless, in each case, (A) either (1) with respect to any Pari Passu Guarantor, the other Person is Borrower or any Subsidiary that is a Pari Passu Guarantor or becomes a Pari Passu Guarantor concurrently with the transaction or (2) with respect to any First Priority Guarantor, if the Asset Sale is to be made to a Person that is a Subsidiary of Borrower, then such Subsidiary must be a First Priority Guarantor or become a First Priority Guarantor concurrently with the transaction, (B)(1) either (x) such Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes by a joinder agreement reasonably satisfactory to Administrative Agent (I) with respect to such Person that is required to become a Pari Passu Guarantor, all of the obligations of a Pari Passu Guarantor under this Agreement, its Pari Passu Guaranty and the applicable Pari Passu Collateral Documents or (II) with respect to such Person that is required to become a First Priority Guarantor, all of the obligations of a First Priority Guarantor under its First Priority Guaranty and the applicable First Priority Collateral Documents, (C) immediately after giving effect to the transaction, no Event of Default has occurred and is continuing and (D) Borrower delivers to Administrative Agent an officer’s certificate and an opinion of counsel, each stating that the consolidation, merger or transfer and the joinder agreement comply with this Agreement in all respects.
Consolidation, Merger or Sale of Assets by a Guarantor. (a) A Guarantor may not sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into (whether or not such Guarantor is the surviving person), another person unless:
(i) immediately after giving effect to that transaction, no Event of Default exists; and
(ii) the person acquiring the property in any such sale or disposition or the person formed by or surviving any such consolidation or merger (if other than the Guarantor) assumes all the obligations of that Guarantor pursuant to a supplemental indenture reasonably satisfactory to the Trustee.
(b) In case of any such transaction described in and complying with the conditions listed in Section 17.08(a) in which the Guarantor is not the surviving person and upon the assumption by the surviving person of all the obligations of such Guarantor under its Guaranty, this Indenture and the Registration Rights Agreement, as the case may be, pursuant to a supplemental indenture executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, such surviving person shall succeed to, and be substituted for, and may exercise every right and power of the Guarantor and the Guarantor shall be discharged from its obligations under this Indenture and the Notes.
