Guarantor May Consolidate, etc., on Certain Terms. (a) Guarantor may not consolidate with or merge with or into (whether or not Guarantor is the surviving Person), another corporation, Person or entity whether or not affiliated with Guarantor unless:
(i) subject to Section 5(a) hereof, the Person formed by or surviving any such consolidation or merger (if other than Guarantor) assumes all the obligations of Guarantor pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, the Indenture and the Registration Rights Agreement;
(ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and
(iii) Issuer would, 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 4.09 of the Indenture; provided that, the requirements of clause (iii) of this Section 4(a) will not apply in the case of a consolidation with or merger with or into the Issuer or another Guarantor.
(b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture executed and delivered to the Trustee in the form of Exhibit E to the Indenture or otherwise satisfactory in form to the Trustee, of the Note Guarantee and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.
(c) Except as set forth in Articles 4 and 5 of the Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of Guarantor with or into the Issuer or another Guarantor, or shall prevent any sale or conveyance of the property of Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.
Guarantor May Consolidate, etc., on Certain Terms. The Guarantor covenants that it will not merge or consolidate with any other Person or sell, lease or convey all or substantially all of its assets to any other Person, unless (i) either the Guarantor shall be the continuing legal entity, or the successor legal entity or the Person which acquires by sale, lease or conveyance substantially all the assets of the Guarantor (if other than the Guarantor) shall expressly assume the due and punctual payment of the principal of and interest on all the Securities and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Guarantor, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such successor legal entity, and (ii) the Guarantor, such Person or such successor legal entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, lease or conveyance, be in default in the performance of any such covenant or condition.
Guarantor May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of the Indenture, the Guarantor may not consolidate or amalgamate with or merge into any other Person (other than the Company) or sell, convey, transfer or lease or otherwise dispose of all or substantially all of the Company’s properties and assets (on a consolidated basis) to another Person (other than the Company), unless:
(a) either (i) the Guarantor is the surviving Person, or (ii) the Person formed by or surviving any such consolidation, amalgamation or merger or resulting from such conversion (if other than the Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state thereof or the District of Columbia;
(b) the Person formed by or surviving any such conversion, consolidation, amalgamation or merger (if other than the Guarantor) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all of the Guarantor’s obligations under this Indenture and the Parent Guarantee pursuant to a supplemental indenture; and
(c) the Company has delivered an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that such consolidation, amalgamation, merger, conveyance, sale, transfer or lease and any supplemental indenture comply with this Indenture and that all conditions precedent set forth in this Indenture have been complied with.
Guarantor May Consolidate, etc., on Certain Terms. Subject to the provisions of Section 11.03, the Guarantor shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person, as the case may be, unless:
(a) the resulting, surviving or transferee Person (the “Successor Guarantor”), if not the Guarantor, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Guarantor (if not the Guarantor) shall expressly assume all of the obligations of the Guarantor under the Notes and this Indenture; and
(b) immediately after giving effect to the transaction, no Default or Event of Default has occurred and is continuing; and
(c) the Guarantor has delivered to the Trustee the Officer’s Certificate and Opinion of Counsel pursuant to Section 11.04. The foregoing limitations in this Section 11.02 shall not be applicable to any consolidation, merger, sale, conveyance, transfer or lease in respect of the Guarantor, so long as such event or events are in connection with, or occurring contemporaneously with, a release of a Guarantor that complies with the requirements of Section 15.05. The foregoing limitations in this Section 11.02 shall not apply to any consolidation with, merger with or sale, conveyance, transfer or lease of assets to the Company that complies with the requirements set forth in Section 11.01.
Guarantor May Consolidate, etc., on Certain Terms. The Guarantor covenants that it will not merge or consolidate with any other Person or sell, convey or transfer all or substantially all of its assets to any other Person (other than the Issuer), unless (i) either the Guarantor shall be the continuing corporation in the case of a merger or consolidation, or the successor corporation in the case of a merger or consolidation (if other than the Guarantor) or the Person to whom such assets are sold, conveyed or transferred in the case of a sale, conveyance or transfer shall be a corporation organized under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume the full and unconditional guarantee of the full and punctual payment of the amounts due under all the Securities according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Guarantor, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such corporation, and (ii) no Event of Default and no event which, with notice or lapse of time or both, would become an Event of Default shall have occurred and be continuing, immediately after such merger or consolidation, or such sale, conveyance or transfer. For purposes of this paragraph, any transfer of material assets of the Guarantor to any other Person that occurs as a result of, or because it is related directly or indirectly to, any proceedings relative to the Guarantor under Title 11 of the United States Code or under a receivership under Title II of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act of 2010 or under any other applicable federal or state bankruptcy, insolvency, resolution or other similar law shall be deemed to be a sale, conveyance or transfer of all or substantially all of the Guarantor’s assets.
Guarantor May Consolidate, etc., on Certain Terms. Subject to the provisions of Section 11.04, the Guarantor shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Guarantor and its Subsidiaries, taken as a whole, to another Person, unless:
(a) the resulting, surviving or transferee Person (the “Successor Guarantor”), if not the Guarantor, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Guarantor (if not the Guarantor) shall expressly assume, by supplemental indenture all of the obligations of the Guarantor under the Notes and this Indenture; and
(b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture.
Guarantor May Consolidate, etc., on Certain Terms. Each Guarantor agrees that, unless its Guarantee is being concurrently released in conformity with Section 8 of this Guarantor Supplemental Indenture, it may not consolidate with or merge with or into any Person other than the Company or any other Guarantor unless (a) the Guarantor will be the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and such Person assumes by supplemental indenture all of the obligations of the Guaranteeing Subsidiary on its Guarantee and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing.
Guarantor May Consolidate, etc., on Certain Terms. Except with the consent of the holders of Securities as provided in the Indenture, the Guarantor may not consolidate with or merge into another entity, or convey, transfer or lease its properties and assets substantially as an entirety to any Person unless:
(a) any successor entity is a corporation, partnership or trust organized and validly existing under the laws of the United States or any state thereof;
(b) the successor entity assumes the Guarantor’s obligations under this Guarantee;
(c) after giving effect to the transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing; and
(d) the Guarantor delivers to the Trustee certificates and opinions to the effect that the transaction complies with the Indenture. Upon any such consolidation or merger or conveyance, transfer or lease of the properties and assets of the Guarantor as an entirety to any Person, the successor Person will succeed to, and be substituted for, such Guarantor under the Indenture and this Guarantee, and the Guarantor, except in the case of a lease, will be relieved of all obligations and covenants under the Indenture and this Guarantee.
Guarantor May Consolidate, etc., on Certain Terms. Subject to the provisions of Section 11.03, the Guarantor shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person (other than a Person that is not an Affiliate of the Guarantor), unless the resulting, surviving or transferee Person (the “Successor Guarantor”): (i) is the Company or the Guarantor or (ii) is a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and expressly assumes, by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Guarantor under the Guarantee and this Indenture. For purposes of Section 11.01 and Section 11.02, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company or the Guarantor, as applicable, to another Person, which properties and assets, if held by the Company or the Guarantor, as applicable, instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company or the Guarantor, as applicable, on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company or the Guarantor, as applicable, to another Person.
Guarantor May Consolidate, etc., on Certain Terms. (a) Except as set forth in Section 10.03(b)(i), nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor, as an entirety or substantially as an entirety, to the Company or another Guarantor.
(b) No Guarantor may consolidate with or merge with or into (whether or not the Guarantor is the surviving Person) another corporation, Person or entity whether or not affiliated with the Guarantor unless either:
(i) (a) subject to the provisions of clause (ii) below, 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 under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default exists; or
(ii) the Subsidiary Guarantee of such Guarantor is to be released in accordance with Section 10.04 in connection with such consolidation or merger.
