Consolidation, Merger or Sale of Assets by the Company; No Lease of All or Substantially All Assets. The Company will not
Consolidation, Merger or Sale of Assets by the Company; No Lease of All or Substantially All Assets. (a) The Company will not
(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 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 Company unless
(1) either (x) the Company is the continuing Person or (y) the resulting, surviving or transferee Person is a corporation organized and validly existing under the laws of Panama or the United States of America or any jurisdiction thereof and expressly assumes all of the obligations of the Company under this Indenture, the Collateral Documents, the Notes and, if the Exchange Offer with respect to the Initial Notes has not been completed, the Registration Rights Agreement, pursuant to a supplemental indenture and other appropriate documents;
(2) immediately after giving effect to the transaction, no Default has occurred and is continuing;
(3) immediately after giving effect to the transaction on a pro forma basis, the Company or the resulting, surviving or transferee Person has a Consolidated Net Worth without taking into account any purchase accounting adjustments equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction;
(4) immediately after giving effect to the transaction on a pro forma basis, the Company or the resulting surviving or transferee Person could Incur at least $1.00 of Debt under the covenant set forth in the first paragraph of Section 4.06; and
(5) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with this Indenture; provided that, such Opinion of Counsel may rely on an Officers' Certificate or certificates of public officials with respect to matters of fact; provided, that clauses (2) through (4) do not apply (i) to the consolidation or merger of the Company with or into a Restricted Subsidiary or the consolidation or merger of a Restricted Subsidiary with or into the Company or (ii) if, in the good faith determination of the Board of Directors, whose determination is evidenced by a Board Resolution, the purpose of the transaction is to change the jurisdiction of incorporation of the Company.
(b) the Company shall not lease its assets as an entirety or substantially as an entirety, whether in one transaction or a series of relate...
Consolidation, Merger or Sale of Assets by the Company; No Lease of All or Substantially All Assets. (a) The Company will not, in a single transaction or a series of related transactions:
(i) consolidate, amalgamate with or merge with or into any Person or group of Affiliated Persons,
(ii) sell, assign, convey, transfer, or otherwise dispose of all or substantially all of its assets as an entirety or substantially an entirety, in one transaction or a series of related transactions, to any Person or group of Affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or related transactions if such transaction or transactions, in the aggregate, would result in the sale, assignment, conveyance, transfer or disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole, to any Person or group of Affiliated Persons, or
(iii) permit any Person to merge with or into the Company, unless:
(1) either (x) the Company is the continuing Person or (y) the resulting, surviving or transferee Person is a corporation or limited liability company organized and validly existing under the laws of the United States of America, any State of the United States of America or the District of Columbia or Bermuda and expressly assumes by supplemental indenture all of the obligations of the Company under this Indenture, the Notes and the Collateral Documents;
(2) immediately before and immediately after giving pro forma effect to the transaction or series of transactions, no Default or Event of Default has occurred and is continuing;
(3) immediately after giving effect to the transaction on a pro forma basis, (a) the Company or the resulting surviving Person or transferee on a consolidated basis has a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company on a consolidated basis immediately prior to such transaction and (b) the Company or the resulting surviving or transferee Person could Incur at least $1.00 of Debt under Section 4.05(a); and
(4) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with this Indenture; provided, that Sections 5.01(2) through (4) do not apply (i) to the consolidation or merger of the Company with or into a Restricted Subsidiary or the consolidation or merger of a Restricted Subsidiary with or into the Company or (ii) if, in the good faith determination ...
Consolidation, Merger or Sale of Assets by the Company; No Lease of All or Substantially All Assets. (a) The Company will not
(i) consolidate with or merge with or into any Person, or
(ii) sell, convey, transfer, or otherwise dispose of all or substantially all of its assets, in one transaction or a series of related transactions, to any Person or
(iii) permit any Person to merge with or into the Company unless
(1) either (x) the Company is the continuing Person or (y) the resulting, surviving or transferee Person (if other than the Company) is a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and expressly assumes by supplemental indenture all of the obligations of the Company under the Indenture and the Securities;
(2) immediately after giving effect to the transaction, no Default has occurred and is continuing; and
(3) the Company delivers (or causes to be delivered) to the Trustee Officers' Certificates and an Opinions of Counsel, each stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with the Indenture.
(b) The Company shall not lease all or substantially all of its assets, whether in one transaction or a series of transactions, to one or more other Persons.
(c) Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the continuing Person, the resulting, surviving or transferee Person will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if such successor Person had been named as the Company in the Indenture. Upon such substitution, the Company will be released from its obligations under the Indenture and the Securities.
Consolidation, Merger or Sale of Assets by the Company; No Lease of All or Substantially All Assets. (a) The Company will not
(i) consolidate with or merge with or into any Person, or
(ii) sell, lease, convey, transfer, or otherwise dispose of all or substantially all of its assets as an entirety or substantially an entirety, in one transaction or a series of related transactions, to any Person, unless
(1) either (x) the Company is the continuing Person or (y) the resulting, surviving or transferee Person is an entity organized and validly existing under the laws of the United States of America, any state of the United States or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company under the Indenture and the Notes and the Registration Rights Agreement; provided that if such entity is not a corporation, a corporate co-obligor that is a Wholly Owned Restricted Subsidiary is added;
(2) immediately after giving effect to the transaction, no Default has occurred and is continuing;
(3) immediately after giving effect to the transaction on a pro forma basis, (i) the Company or the resulting, surviving or transferee Person could Incur at least $1.00 of Debt under Section 4.06(a) or (ii) the Fixed Charge Coverage Ratio would be greater than or equal to the Fixed Charge Coverage Ratio immediately prior to such transaction; and
(4) the Company delivers to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with the Indenture; provided, that clauses (2) and (3) do not apply (i) to the consolidation or merger of the Company with or into a Restricted Subsidiary or the consolidation or merger of a Restricted Subsidiary with or into the Company or (ii) if, in the good faith determination of the Board of Directors of the Company, whose determination is evidenced by a Board Resolution, the sole purpose of the transaction is to change the jurisdiction of incorporation of the Company.
(b) Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the continuing Person, the resulting, surviving or transferee Person will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Notes with the same effect as if such successor Person had been named as the Company in the Indenture. Upon such substitution, except in the case of a sale, conveyance, transfer or disposition of less than all its assets or ...
Consolidation, Merger or Sale of Assets by the Company; No Lease of All or Substantially All Assets. (a) The Company will not:
(i) consolidate with or merge with or into any Person, or
(ii) sell, convey, transfer, or otherwise dispose of all or substantially all of the assets of the Company and its consolidated Subsidiaries, 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 Company unless
(A) either (x) the Company is the continuing Person or (y) the resulting, surviving or transferee Person is a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and expressly assumes by supplemental indenture all of the obligations of the Company under this Indenture, the Notes and the Collateral Agreements;
(B) immediately after giving effect to the transaction, no Default has occurred and is continuing;
(C) immediately after giving effect to the transaction on a pro forma basis, the Company or the resulting, surviving or transferee Person could Incur at least $1.00 of Debt under Section 4.06(a); and
(D) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with this Indenture;
Consolidation, Merger or Sale of Assets by the Company; No Lease of All or Substantially All Assets. (a) The Company will not:
(i) consolidate with or merge with or into any Person, or
(ii) sell, convey, transfer, or otherwise dispose of all or substantially all of the assets of the Company and its consolidated Subsidiaries, 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 Company unless
(A) either (x) the Company is the continuing Person or (y) the resulting, surviving or transferee Person is a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and expressly assumes by supplemental indenture all of the obligations of the Company under this Indenture, the Notes and the Collateral Agreements;
(B) immediately after giving effect to the transaction, no Default has occurred and is continuing;
(C) immediately after giving effect to the transaction on a pro forma basis, the Company or the resulting, surviving or transferee Person could Incur at least $1.00 of Debt under Section 4.06(a); and
(D) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with this Indenture;
