Common use of Consolidation, Merger or Sale of Assets by the Company; No Lease of All or Substantially All Assets Clause in Contracts

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 related 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 this Indenture and the Notes with the same effect as if such successor Person had been named as the Company in this Indenture. Upon such substitution, and except in the case of a sale, conveyance, transfer or disposition of less than all its assets to one Person, the Company will be released from its obligations under this Indenture, the Collateral Documents, the Registration Rights Agreement, and the Notes.

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, transfer or otherwise dispose of its assets as an entirety or substantially an entiretylease, in one transaction or a series of related transactions, directly or indirectly, all or substantially all of its assets to any Person or (iii) permit any Person to merge with or into the Company Person, unless (1) either (x) the Company is the continuing Person or (y) the resulting, surviving or transferee Person is (the “Successor Company”) shall be a corporation Person organized and validly existing under the laws of Panama or the United States of America America, any State thereof or any jurisdiction thereof the District of Columbia and the Successor Company (if not the Company) shall expressly assumes assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes, this Indenture, the Collateral Documents, the Notes and, if the Exchange Offer with respect to the Initial Notes has not been completed, Indenture and the Registration Rights Agreement, pursuant to a supplemental indenture and other appropriate documents; (2) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default has shall have occurred and is be 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 effect to such transaction;, the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.06(a);and (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 shall have delivered to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that the such consolidation, merger or transfer and the such 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 that clause (3) is not applicable to matters of fact; provided, that clauses (2A) through (4) do not apply (i) to the consolidation or merger of the Company with or into a Restricted Subsidiary consolidating with, merging into or the consolidation transferring all or merger part of a Restricted Subsidiary with or into its properties and assets to the Company or (iiB) if, in the good faith determination Company merging with an Affiliate of the Board of Directors, whose determination is evidenced by a Board Resolution, Company solely for the purpose and with the sole effect of reincorporating the transaction is to change the jurisdiction of incorporation of the CompanyCompany in another jurisdiction. (b) The Successor Company will be the successor to the Company and shall not lease its assets as an entirety or substantially as an entirety, whether in one transaction or a series of related 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 this Indenture Indenture, and the Notes with the same effect as if such successor Person had been named as the Company in this Indenture. Upon such substitutionpredecessor Company, and except in the case of a salelease, conveyance, transfer or disposition of less than all its assets to one Person, the Company will shall be released from its obligations under this Indenture, the Collateral Documents, obligation to pay the Registration Rights Agreement, principal of and interest on the Notes.

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 assets consolidated Subsidiaries, as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person Person, or (iii) permit any Person to merge with or into the Company unless (1A) 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 by supplemental indenture all of the obligations of the Company under this Indenture, the Notes and 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 documentsAgreements; (2B) immediately after giving effect to the transaction, no Default has occurred and is continuing; (3C) 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 4.06‎Section 4.06(a); and (5D) the Company delivers to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that the conditions precedent to the consolidation, merger or transfer have been met 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(B) through (4and ‎(C) do not apply (i) to the consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary or the consolidation or merger of a Wholly Owned Restricted Subsidiary with or into the Company or (ii) if, in the good faith determination of the Board of DirectorsDirectors 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) the The Company shall not lease its assets as an entirety all or substantially as an entiretyall of the assets of the Company and its consolidated Subsidiaries, whether in one transaction or a series of related 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 this Indenture and the Notes with the same effect as if such successor Person had been named as the Company in this Indenture. Upon such substitution, and except in unless the case successor is one or more of a sale, conveyance, transfer or disposition of less than all its assets to one Personthe Company’s Subsidiaries, the Company will be released from its obligations under this Indenture, the Collateral Documents, the Registration Rights Agreement, Indenture and the Notes.

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 all or substantially an entiretyall of the Company’s assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries), in one transaction or a series of related transactions, whether effected by the Company and/or one or more of its Restricted Subsidiaries, 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 corporation, partnership or limited liability company organized and validly existing under the laws of Panama or the United States of America America, any state thereof or any jurisdiction thereof the District of Columbia (provided that, in the case where the continuing Person is not a corporation, a co-obligor of the Notes is a corporation that is a Wholly-Owned Restricted Subsidiary) and expressly assumes by supplemental indenture (or other joinder agreement, as applicable) 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 completedNotes, the Registration Rights Agreement, pursuant to a supplemental indenture Agreement and other appropriate documentsthe Security 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 (i) could Incur at least $1.00 of Debt under the covenant set forth in Fixed Charge Coverage Ratio Test or (ii) would have a Fixed Charge Coverage Ratio on a pro forma basis that is at least equal to the first paragraph Fixed Charge Coverage Ratio of Section 4.06the Company immediately prior to such transaction; and (54) the Company delivers to the Trustee an Officers' Officer’s 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 and (43) 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 DirectorsDirectors 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. Notwithstanding the foregoing, any Restricted Subsidiary may consolidate with, merge with or into or sell, convey, transfer or otherwise dispose, in one transaction or a series of transactions, all or substantially all of its assets to the Company or another Restricted Subsidiary. (b) the The Company shall will not lease its assets as an entirety all or substantially as an entiretyall of its assets, whether in one transaction or a series of related 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 this Indenture and the Notes with the same effect as if such successor Person had been named as the Company in this Indenture. Upon such substitution, and except in the case of a sale, conveyance, transfer or disposition of less than all its assets to one Personassets, the Company will be released from its obligations under this Indenture, the Collateral Documents, the Registration Rights Agreement, Indenture and the Notes.

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 assets 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 (1A) 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 by supplemental indenture all of the obligations of the Company under this the Indenture, the Collateral Documents, the Notes and, if the Exchange Offer with respect to the Initial Notes has not been completed, and the Registration Rights Agreement, pursuant to a supplemental indenture and other appropriate documents; (2B) immediately after giving effect to the transaction, no Default has occurred and is continuing; (3C) 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 adjustments) equal to or greater than the Consolidated Net Worth of the Company immediately prior to such the transaction; (4D) immediately after giving effect to the transaction on a pro forma basis, the Company or the resulting resulting, surviving or transferee Person could Incur at least $1.00 of Debt under the covenant set forth in the first paragraph of Section 4.064.06(a); and (5E) 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 the 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 (2B) through (4D) do not apply (i) to the consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary or the consolidation or merger of a Wholly Owed Restricted Subsidiary with or into the Company or (ii) if, in the good faith determination of the Board of DirectorsDirectors 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) the The Company shall not lease its assets as an entirety all or substantially as an entiretyall of the assets of the Company and its consolidated Subsidiaries, whether in one transaction or a series of related 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 this the Indenture and the Notes with the same effect as if such successor Person had been named as the Company in this the Indenture. Upon such substitution, and except in unless the case successor is one or more of a sale, conveyance, transfer or disposition of less than all its assets to one Personthe Company's Subsidiaries, the Company will be released from its obligations under this Indenture, the Collateral Documents, the Registration Rights Agreement, Indenture and the Notes.

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 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 by supplemental indenture all of the obligations of the Company under this Indenture, the Collateral Documents, Indenture and the Notes and, if the Exchange Offer with respect to the Initial Notes has not been completed, and 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 would be in compliance with the Consolidated Net Worth covenants under Section 4.17 and Section 4.18 (calculated as if the date of the Company immediately prior transaction was a date on which such covenant is required 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 be tested under the covenant set forth in the first paragraph of Section 4.064.18); and (54) 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 the 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 and (43) do not apply (i) to the consolidation or merger of the Company with or into a Restricted Wholly Owned Subsidiary or the consolidation or merger of a Restricted Wholly Owned Subsidiary with or into the Company or (ii) if, in the good faith determination of the Board of DirectorsDirectors 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) the The Company shall not lease its assets as an entirety all or substantially as an entiretyall of its assets, whether in one transaction or a series of related transactions, to one or more other Persons. (c) The foregoing clauses (a) and (b) above shall not apply to (i) any transfer of assets by the Company to any Guarantor, (ii) any transfer of assets among Guarantors or (iii) any transfer of assets by a Subsidiary of the Company that is not a Guarantor to (x) another Subsidiary of the Company that is not a Guarantor or (y) the Company or any Guarantor. (d) 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 this the Indenture and the Notes with the same effect as if such successor Person had been named as the Company in this the Indenture. Upon such substitution, and except in the case of a sale, conveyance, transfer or disposition of less than all its assets to one Person, the Company will be released from its obligations under this Indenture, the Collateral Documents, the Registration Rights Agreement, Indenture and the Notes.