Consolidation, Merger or Sale of Assets by the Company. (a) The Company may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, convey or otherwise dispose of all or substantially all its assets in one or more related transactions, to another corporation, Person or entity unless:
(i) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia;
(ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations of the Company under the Notes, the Indenture and the Security Documents to which it is a party pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee;
(iii) immediately after such transaction no Default or Event of Default exists; and
(iv) the Company or the entity or 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 shall have been made (A) will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) except with respect to a consolidation or merger of the Company with or into a Person that has no outstanding Indebtedness, will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a). The foregoing shall not prohibit the merger or consolidation of a Wholly Owned Restricted Subsidiary with the Company; provided that, in connection with any such merger or consolidation, no consideration (other than common stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company.
(b) The Company will not lease all or substantially all its assets to another Person.
Consolidation, Merger or Sale of Assets by the Company. No Lease of All or Substantially All Assets 71 Section 5.02. Consolidation, Merger or Sale of Assets by a Guarantor 72 DEFAULT AND REMEDIES Section 6.01. Events of Default 73 Section 6.02. Acceleration 74 Section 6.03. Other Remedies 75 Section 6.04. Waiver of Past Defaults 75 Section 6.05. Control by Majority 75 Section 6.06. Limitation on Suits 76 Section 6.07. Rights of Holders to Receive Payment 76 Section 6.08. Collection Suit by Trustee 76 Section 6.09. Trustee May File Proofs of Claim 77 Section 6.10. Priorities 77 Section 6.11. Restoration of Rights and Remedies 77 Section 6.12. Undertaking for Costs 78 Section 6.13. Rights and Remedies Cumulative 78 Section 6.14. Delay or Omission Not Waiver 78 Section 6.15. Waiver of Stay, Extension or Usury Laws 78 THE TRUSTEE Section 7.01. General 79 Section 7.02. Certain Rights of Trustee 79 Section 7.03. Individual Rights of Trustee 81 Section 7.04. Trustee’s Disclaimer 81 Section 7.05. Notice of Default 81 Section 7.06. Reports by Trustee to Holders 82 Section 7.07. Compensation And Indemnity 82 Section 7.08. Replacement of Trustee 83 Section 7.09. Successor Trustee by Merger 84 Section 7.10. Eligibility 84 Section 7.11. Money Held in Trust 84 DEFEASANCE AND DISCHARGE Section 8.01. Discharge of Company’s Obligations 84 Section 8.02. Legal Defeasance 85 Section 8.03. Covenant Defeasance 87 Section 8.04. Application of Trust Money 87 Section 8.05. Repayment to Company 87 Section 8.06. Reinstatement 88
Consolidation, Merger or Sale of Assets by the Company. No Lease of All or Substantially All Assets 51 Section 5.02. Consolidation, Merger or Sale of Assets by a Guarantor 52 DEFAULT AND REMEDIES Section 6.01. Events of Default 53 Section 6.02. Acceleration 54 Section 6.03 Other Remedies 54 Section 6.04. Waiver of Past Defaults 55 Section 6.05. Control by Majority 55 Section 6.06. Limitation on Suits 55 Section 6.07. Rights of Holder to Receive Payment 55 Section 6.08. Collection Suit by Trustee 55 Section 6.09. Trustee May File Proofs of Claim 55 Section 6.10 Priorities 56 Section 6.11. Restoration of Rights and Remedies 56 Section 6.12. Undertaking for Costs 56 Section 6.13. Rights and Remedies Cumulative 57 Section 6.14. Delay or Omission Not Waiver 57 Section 6.15. Waiver of Stay, Extension or Usury Laws 57 THE TRUSTEE Section 7.01. General 57 Section 7.02. Certain Rights of Trustee 57 Section 7.03. Individual Rights of Trustee 59 Section 7.04. Trustee's Disclaimer 59 Section 7.05. Notice of Default 59
Consolidation, Merger or Sale of Assets by the Company. The Company will not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person or 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, 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, would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis to any other Person or group of Persons (other than the Company or a Guarantor), unless at the time and after giving effect thereto:
Consolidation, Merger or Sale of Assets by the Company. The Company will not
Consolidation, Merger or Sale of Assets by the Company. (a) The Company may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, convey or otherwise dispose of all or substantially all its assets in one or more related transactions, to another corporation, Person or entity unless:
(i) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; and
(ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company) or the corporation to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations of the Company under the Notes and the Indenture pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee.
(iii) [Intentionally Omitted].
(iv) [Intentionally Omitted].
(b) The Company will not lease all or substantially all its assets to another Person.
Consolidation, Merger or Sale of Assets by the Company. The Company shall not consolidate with or merge into any other Person or sell, assign, convey or transfer or otherwise dispose of all or substantially all of its properties and assets to any Person, unless:
Consolidation, Merger or Sale of Assets by the Company. The Company may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, conveyor otherwise dispose of all or substantially all its assets in one or more related transactions, to another corporation, Person or entity unless:
Consolidation, Merger or Sale of Assets by the Company. No Lease of All or Substantially All Assets 74 Section 5.02. Consolidation, Merger or Sale of Assets by a Guarantor 75
Consolidation, Merger or Sale of Assets by the Company. 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:
(a) the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety shall be a corporation, partnership or trust organized and validly 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 satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the Notes and the performance of every covenant of this Indenture on the part of the Company to be performed or observed;
(b) 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 occurred and be continuing; and
(c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental indenture comply with this section and that all conditions precedent herein provided for relating to such transaction have been complied with.
