Common use of Consolidation, Merger or Sale of Assets of the Company Clause in Contracts

Consolidation, Merger or Sale of Assets of the Company. (a) The Company covenants that it will not merge into or consolidate with any other corporation or sell, convey or otherwise dispose of all or substantially all of its assets to any Person unless (i) either (A) the Company (or the Guarantor) shall be the continuing corporation or (B) the successor corporation (if other than the Company or the Guarantor) shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia, and such corporation shall expressly assume the due and punctual performance and observance of all of the covenants and conditions of this Indenture and each other Operative Document to which the Company is a party to be performed by the Company on the terms set forth herein or therein by supplemental agreements given by such successor corporation to the Trustee; (ii) such successor corporation shall make such filings and recordings as shall be necessary, desirable or otherwise required to evidence such reorganization, consolidation, merger, sale, conveyance or other disposition; (iii) immediately after giving effect to such transaction, no Indenture Default or Indenture Event of Default shall have occurred and be continuing solely as a result of such consolidation, merger, sale, conveyance or other disposition and the Company shall have delivered to the Trustee an Officer's Certificate to such effect; (iv) in the event that the Company is not the surviving corporation, the Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that (x) such consolidation, merger, sale, conveyance or other disposition and the assumption agreement described in clause (i)(B) above comply with such clause (and in the case of such certificate, clause (iii) of this Section 9.03(a)), (y) the assumption agreement described in clause (i)(B) above is a legal, valid and binding obligation of such successor corporation, and enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium and other similar laws and equitable principles affecting the enforcement of creditors' rights generally, and (z) all conditions precedent herein provided for relating to such transactions have been complied with. (b) In case of any such merger, consolidation, sale, conveyance or other disposition and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company hereunder, with the same effect as if it had been named herein as the party of the first part.

Consolidation, Merger or Sale of Assets of the Company. (a) The Company covenants that it will not may not, directly or indirectly (x) consolidate or merge with or into or consolidate with any other corporation wind up into another Person (whether or not the Company is the surviving corporation) or (y) sell, assign, transfer, convey or otherwise dispose of all or substantially all of its assets properties or assets, in one or more related transactions, to any Person unless another Person, unless, in each case: (i) either either: (A) the Company (or is the Guarantor) shall be the continuing corporation or surviving corporation; or (B) the successor corporation Person formed by or surviving any such consolidation or merger (if other than the Company Company) or the Guarantor) shall be to which such sale, assignment, transfer, conveyance or other disposition has been made is a partnership, limited liability company or corporation organized and or existing under the laws of the jurisdiction of organization of the Company or the United States States, any state of America or a State thereof or the United States, the District of ColumbiaColumbia or any territory thereof (the Company or such Person, and such corporation shall as the case may be, hereinafter referred to as the "Successor Company"); (ii) the Successor Company (if other than the Company) expressly assume assumes all the due and punctual performance and observance of all obligations of the covenants and conditions of this Company under the Notes, the Indenture and each other Operative Document the Registration Rights Agreement pursuant to which the Company is a party to be performed by the Company on the terms set forth herein or therein by supplemental agreements given by such successor corporation reasonably satisfactory to the Trustee; (ii) such successor corporation shall make such filings and recordings as shall be necessary, desirable or otherwise required to evidence such reorganization, consolidation, merger, sale, conveyance or other disposition; ; (iii) immediately after such transaction no Default or Event of Default exists; (iv) after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (A) the Successor Company (if other than the Company), would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a) determined on a pro forma basis (including pro forma application of the net proceeds therefrom), as if such transaction had occurred at the beginning of such four-quarter period; or (B) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; (v) each Guarantor, no Indenture Default or Indenture Event of Default unless it is the other party to the transactions described above, in which case clause (ii) shall apply, shall have occurred confirmed in writing that its Guarantee shall apply to such Person's obligations under the Notes, this Indenture and be continuing solely as a result of such consolidation, merger, sale, conveyance or other disposition and the Registration Rights Agreement; and (vi) the Company shall have delivered to the Trustee an Officer's Certificate to such effect; (iv) in the event that the Company is not the surviving corporation, the Company shall have delivered to the Trustee an Officer's Officers' Certificate and an Opinion of Counsel, each stating that (x) such consolidation, mergermerger or transfer and such amendment or supplement (if any) comply with this Indenture. The Successor Company shall succeed to, saleand be substituted for, conveyance or other disposition the Company under this Indenture and the assumption agreement described in clause (i)(B) above comply with such clause (and in Notes. Notwithstanding the case of such certificate, clause foregoing clauses (iii) and (iv) of this Section 9.03(a))5.01, (ya) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the assumption agreement described in clause (i)(B) above is a legal, valid Company or to another Restricted Subsidiary and binding obligation of such successor corporation, and enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium and other similar laws and equitable principles affecting the enforcement of creditors' rights generally, and (z) all conditions precedent herein provided for relating to such transactions have been complied with. (b) In case of any such merger, consolidation, sale, conveyance or other disposition and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted Company may merge with an Affiliate incorporated solely for the purpose of incorporating or reincorporating the Company hereunderin a (or another) state of the United States, with the same effect as if it had been named herein so long as the party amount of Indebtedness of the first partCompany and its Restricted Subsidiaries is not increased thereby.

Consolidation, Merger or Sale of Assets of the Company. (a) The Company covenants that it will not may not, directly or indirectly (x) consolidate or merge with or into or consolidate with any other corporation wind up into another Person (whether or not the Company is the surviving corporation) or (y) sell, assign, transfer, convey or otherwise dispose of all or substantially all of its assets properties or assets, in one or more related transactions, to any Person unless another Person, unless, in each case: (i) either either: (A) the Company (or is the Guarantor) shall be the continuing corporation or surviving corporation; or (B) the successor corporation Person formed by or surviving any such consolidation or merger (if other than the Company Company) or the Guarantor) shall be to which such sale, assignment, transfer, conveyance or other disposition has been made is a partnership, limited liability company or corporation organized and or existing under the laws of the jurisdiction of organization of the Company or the United States States, any state of America or a State thereof or the United States, the District of ColumbiaColumbia or any territory thereof (the Company or such Person, and such corporation shall as the case may be, hereinafter referred to as the “Successor Company”); (ii) the Successor Company (if other than the Company) expressly assume assumes all the due and punctual performance and observance of all obligations of the covenants Company under the Notes and conditions of this Indenture and each other Operative Document pursuant to which the Company is a party to be performed by the Company on the terms set forth herein or therein by supplemental agreements given by such successor corporation reasonably satisfactory to the Trustee; (ii) such successor corporation shall make such filings and recordings as shall be necessary, desirable or otherwise required to evidence such reorganization, consolidation, merger, sale, conveyance or other disposition; ; (iii) immediately after such transaction no Default or Event of Default exists; (iv) after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (A) the Successor Company (if other than the Company), would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a) determined on a pro forma basis (including pro forma application of the net proceeds therefrom), as if such transaction had occurred at the beginning of such four-quarter period; or (B) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; (v) each Guarantor, no Indenture Default or Indenture Event of Default unless it is the other party to the transactions described above, in which case clause (ii) shall apply, shall have occurred confirmed in writing that its Guarantee shall apply to such Person’s obligations under the Notes, this Indenture and be continuing solely as a result of such consolidation, merger, sale, conveyance or other disposition and the Registration Rights Agreement; and (vi) the Company shall have delivered to the Trustee an Officer's Certificate to such effect; (iv) in the event that the Company is not the surviving corporation, the Company shall have delivered to the Trustee an Officer's ’s Certificate and an Opinion of Counsel, each stating that (x) such consolidation, mergermerger or transfer and such amendment or supplement (if any) comply with this Indenture. The Successor Company shall succeed to, saleand be substituted for, conveyance or other disposition the Company under this Indenture and the assumption agreement described in clause (i)(B) above comply with such clause (and in Notes. Notwithstanding the case of such certificate, clause foregoing clauses (iii) and (iv) of this Section 9.03(a))5.01, (ya) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the assumption agreement described in clause (i)(B) above is a legal, valid Company or to another Restricted Subsidiary and binding obligation of such successor corporation, and enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium and other similar laws and equitable principles affecting the enforcement of creditors' rights generally, and (z) all conditions precedent herein provided for relating to such transactions have been complied with. (b) In case of any such merger, consolidation, sale, conveyance or other disposition and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted Company may merge with an Affiliate incorporated solely for the purpose of incorporating or reincorporating the Company hereunderin a (or another) state of the United States, with the same effect as if it had been named herein so long as the party amount of Indebtedness of the first partCompany and its Restricted Subsidiaries is not increased thereby.

Consolidation, Merger or Sale of Assets of the Company. (a) The Company covenants that it will not may not, directly or indirectly (x) consolidate or merge with or into or consolidate with any other corporation wind up into another Person (whether or not the Company is the surviving corporation) or (y) sell, assign, transfer, convey or otherwise dispose of all or substantially all of its assets properties or assets, in one or more related transactions, to any Person unless another Person, unless, in each case: (i) either either: (A) the Company (or is the Guarantor) shall be the continuing corporation or surviving corporation; or (B) the successor corporation Person formed by or surviving any such consolidation or merger (if other than the Company Company) or the Guarantor) shall be to which such sale, assignment, transfer, conveyance or other disposition has been made is a partnership, limited liability company or corporation organized and or existing under the laws of the jurisdiction of organization of the Company or the United States States, any state of America or a State thereof or the United States, the District of ColumbiaColumbia or any territory thereof (the Company or such Person, and such corporation shall as the case may be, hereinafter referred to as the “Successor Company”); (ii) the Successor Company (if other than the Company) expressly assume assumes all the due and punctual performance and observance of all obligations of the covenants Company under the Notes and conditions of this Indenture and each other Operative Document pursuant to which the Company is a party to be performed by the Company on the terms set forth herein or therein by supplemental agreements given by such successor corporation reasonably satisfactory to the Trustee; (ii) such successor corporation shall make such filings and recordings as shall be necessary, desirable or otherwise required to evidence such reorganization, consolidation, merger, sale, conveyance or other disposition; ; (iii) immediately after such transaction no Default or Event of Default exists; (iv) after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either (A) the Successor Company (if other than the Company), would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a) determined on a pro forma basis (including pro forma application of the net proceeds therefrom), as if such transaction had occurred at the beginning of such four-quarter period; or (B) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; (v) each Guarantor, no Indenture Default or Indenture Event of Default unless it is the other party to the transactions described above, in which case clause (ii) shall apply, shall have occurred confirmed in writing that its Guarantee shall apply to such Person’s obligations under the Notes and be continuing solely as a result of such consolidation, merger, sale, conveyance or other disposition and this Indenture; and (vi) the Company shall have delivered to the Trustee an Officer's Certificate to such effect; (iv) in the event that the Company is not the surviving corporation, the Company shall have delivered to the Trustee an Officer's ’s Certificate and an Opinion of Counsel, each stating that (x) such consolidation, mergermerger or transfer and such amendment or supplement (if any) comply with this Indenture. The Successor Company shall succeed to, saleand be substituted for, conveyance or other disposition the Company under this Indenture and the assumption agreement described in clause (i)(B) above comply with such clause (and in Notes. Notwithstanding the case of such certificate, clause foregoing clauses (iii) and (iv) of this Section 9.03(a))5.01, (ya) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the assumption agreement described in clause (i)(B) above is a legal, valid Company or to another Restricted Subsidiary and binding obligation of such successor corporation, and enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium and other similar laws and equitable principles affecting the enforcement of creditors' rights generally, and (z) all conditions precedent herein provided for relating to such transactions have been complied with. (b) In case of any such merger, consolidation, sale, conveyance or other disposition and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted Company may merge with an Affiliate incorporated solely for the purpose of incorporating or reincorporating the Company hereunderin a (or another) state of the United States, with the same effect as if it had been named herein so long as the party amount of Indebtedness of the first partCompany and its Restricted Subsidiaries is not increased thereby.