Common use of Limitation on Consolidation, Merger and Sale of Assets Clause in Contracts

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, Columbia or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, on the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in not and will not permit any transaction or series of transactionsGuarantor to consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or the Guarantor, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or the Guarantor) formed by such consolidation or into which the Company or the Guarantor, as the case may be, is merged or to which the properties and assets of the Company or the Guarantor, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor the Guarantor, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series Notes and this Indenture, and in each case, the obligations under this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.6 hereof, provided, however, that a Guarantor may merge into the Company or another -------- ------- Guarantor without complying with this clause (iii).

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, transfer or lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, on the Securities and the performance of all of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in not and will not permit any transaction or series of transactionsSubsidiary to consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or the Subsidiary, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or the Subsidiary) formed by such consolidation or into which the Company or the Subsidiary, as the case may be, is merged or to which the properties and assets of the Company or the Subsidiary, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor the Subsidiary, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series Notes and this Indenture, and in each case, the obligations under this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.06 hereof, PROVIDED that a Person that is a Subsidiary on the Issue Date may merge into the Company or another Person that is a Subsidiary on the Issue Date without complying with this clause (iii).

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company Neither of the Issuers will, nor will notthey permit any Guarantor to, in any transaction or series of transactionsconsolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions)) to, to any Person unless (in the case of the Company or Persons, unless at the time of and after giving effect thereto any Guarantor): (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or such Guarantor, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or such Guarantor) formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or to which the properties and assets of the Company or such Guarantor, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation (or in the case of the Company, a corporation or a limited partnership) organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, in writing by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably and substance satisfactory to the Trustee, all of the obligations of the Company (includingor such Guarantor, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series Notes and this Indenture, and in each case, the obligations under this Indenture shall remain in full force and effect; and provided that at any time the Company or its successor is a limited partnership there shall be a co-issuer of the Notes that is a corporation; (ii) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred the Consolidated Net Worth of the Company or anticipated the surviving entity as the case may be is at least equal to be incurred in connection with or in respect the Consolidated Net Worth of the Company immediately before such transaction or series of transactions); and (iv) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.06 hereof. Notwithstanding anything in this Article 5 to the contrary, no Default but subject to Section 4.19, (a) any of the Company, Capital and Communications may merge with or Event into, or consolidate with, another of Default them and subject only to compliance with clause (i) of the immediately preceding sentence and (b) the Company may merge into, consolidate with or transfer all or substantially all of its assets to another entity, which entity shall have occurred no significant assets (other than an ownership interest in the Company) and be continuingno liabilities immediately prior to such transaction, without regard to the requirements of clause (iv) of the immediately preceding sentence.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will shall not, in any a single transaction or through a series of related transactions, consolidate or merge or consolidate with or into, into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety to any other Person or group of affiliated Persons or permit any Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in a sale, assignment, transfer, lease or disposal of all or substantially as an entirety in one transaction or all of the properties and assets of the Company and Subsidiaries on a series of related transactions), Consolidated basis to any other Person or group of affiliated Persons, or permit any Person to consolidate or merge with or into the Company unless at the time of and after giving effect thereto (i) either (Aa) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidationcontinuing Person, or (Bb) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which all or substantially all of the properties and assets of the Company Company, substantially as an entirety, are transferred (any such surviving Person or transferee Person being the “"Surviving Entity”") shall be a corporation 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, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall expressly assume assume, by a an indenture supplemental indenture hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the due and punctual payment of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interestpremium, if any, on, and interest on all of the Securities Notes and the performance and observance of every covenant of the other covenants) under Indenture on the Securities part of each Series and this Indenturethe Company to be performed or observed, and in each case, this the Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, and treating any Indebtedness incurred not previously an obligation of the Company or anticipated to be incurred a Subsidiary which becomes the obligation of the Company or any Subsidiary in connection with or in respect as a result of such transaction or series as having been incurred at the time of transactionssuch transaction), no Default or Event of Default shall have occurred and be continuingcontinuing and the Company (or the Surviving Entity if the Company is not the continuing obligor under the Indenture), after giving effect to such transaction, could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.06 of this Indenture; (iii) immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness not previously an obligation of the Company or a Subsidiary which becomes the obligation of the Company or any Subsidiary in connection with or as a result of such transaction as having been incurred at the time of such transaction), the Consolidated Net Worth of the Company (or the Surviving Entity if the Company is not the continuing obligor under the Indenture) is at least equal to the Consolidated Net Worth of the Company immediately before such transaction; and (iv) each Guarantor, if any, unless it is the other party to the transactions described above, shall have by supplemental indenture or guarantee confirmed that its Guarantee shall apply to such Person's obligations under the Indenture and the Notes. In connection with any consolidation, merger, transfer or lease contemplated hereby, the Company or such Person shall deliver, or cause to be delivered, to the Trustee, in the form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease or disposition and the supplemental indenture in respect thereto comply with the requirements under the Indenture.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “"Surviving Entity”") shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, Columbia or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction jurisdiction, and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, on the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal ofof (and premium, and premium if any) and interest, if any, on, on the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “"Surviving Entity”") shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, Columbia or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, on the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing.and

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing.

Limitation on Consolidation, Merger and Sale of Assets. (ai) The Company Neither of the Issuers will not, in any transaction or series of transactionsconsolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions)) to, to any Person or Persons, unless at (in the time case of and after giving effect thereto the Company): (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation (or a limited partnership or a limited liability company) organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, in writing by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series Notes and this Indenture, and in each case, the obligations under this Indenture shall remain in full force and effect; and provided that at any time the Company or its successor is a limited partnership or a limited liability company there shall be a co-issuer of the Notes that is a corporation; (ii) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred the Consolidated Net Worth of the Company or anticipated the surviving entity as the case may be is at least equal to be incurred in connection with or in respect the Consolidated Net Worth of the Company immediately before such transaction or series of transactions); and (iv) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.06 hereof. Notwithstanding anything in this Article 5 to the contrary, (a) either of the Company or Capital may merge with or into, or consolidate with, the other, and any Subsidiary of THL that is a holding company (with no Default assets other than partnership interests in the Company and no liabilities) may merge with and into the Company, in either case subject only to clause (i) of the immediately preceding sentence and (b) the Company may merge into, consolidate with or Event transfer all or substantially all of Default its assets to another entity, which entity shall have occurred no significant assets and be continuingno liabilities immediately prior to such transaction, without regard to the requirements of clause (iv) of the immediately preceding sentence so long as the surviving or consolidated entity or transferee, as the case may be, shall, immediately after giving effect to such transaction, directly own at least 99% of the voting and economic power of the Common Stock of TWP. Nothing in this Article 5 shall limit any merger or consolidation involving TWP or Capital II so long as such merger or consolidation is not with or into the Company or Capital.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will shall not, in nor shall it permit any transaction or series of transactionsGuarantor to, consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person unless (in the case of the Company or Persons, unless at the time of and after giving effect thereto any Guarantor): (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or such Guarantor, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or such Guarantor) formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or to which the properties and assets of the Company or such Guarantor, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably and substance satisfactory to the Trustee, all of the obligations of the Company (includingor the Guarantor, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series Notes and this Indenture, and in each case, the obligations under this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred the Consolidated Net Worth of the Company or anticipated the surviving entity as the case may be is at least equal to be incurred in connection with or in respect the Consolidated Net Worth of the Company immediately before such transaction or series of transactions; and (iv) immediately after giving effect to such transaction on a pro forma basis the Company or the Surviving Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.06 hereof, provided that a Person that is a Guarantor may consolidate with, merge into or transfer all or substantially all of its assets to the Company or another Person that is a Guarantor without complying with this clause (iv), no Default or Event of Default shall have occurred and be continuing.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will shall not, in nor shall it permit any transaction or series of transactionsGuarantor, if applicable, to consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or such Guarantor, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or such Guarantor) formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or to which the properties and assets of the Company or such Guarantor, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor the Guarantor, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series Notes and this Indenture, and in each case, the obligations under this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred the Consolidated Net Worth of the Company or anticipated the surviving entity as the case may be is at least equal to be incurred in connection with or in respect the Consolidated Net Worth of the Company immediately before such transaction or series of transactions; and (iv) immediately after giving effect to such transaction on a PRO FORMA basis the Company or the Surviving Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.06 hereof; PROVIDED that a Person that is a Guarantor may consolidate with, merge into or transfer all or substantially all of its assets to the Company or another Person that is a Guarantor without complying with this clause (iv), no Default or Event of Default shall have occurred and be continuing.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “"Surviving Entity”") shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, Columbia or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, on the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in shall not and shall not permit any transaction or series of transactionsRestricted Subsidiary to consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or the Restricted Subsidiary, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or the Restricted Subsidiary) formed by such consolidation or into which the Company or the Restricted Subsidiary, as the case may be, is merged or to which the properties and assets of the Company or the Restricted Subsidiary, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, or any state thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor the Restricted Subsidiary, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series Notes and this Indenture, and in each case, the obligations under this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction on a PRO FORMA basis the Company or such Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.06; PROVIDED that a Person that is a Restricted Subsidiary may merge into the Company or another Person that is a Restricted Subsidiary without complying with this clause (iii).

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, Trustee all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “"Surviving Entity”") shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, on the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in not and will not permit any transaction or series of transactionsGuarantor to consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or the Guarantor, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or the Guarantor) formed by such consolidation or into which the Company or the Guarantor, as the case may be, is merged or to which the properties and assets of the Company or the Guarantor, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor the Guarantor, without limitationas the case may be, under the obligation to pay the principal of, and premium and interest, if any, on, the Securities Notes and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this the obligations under the Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 additional Indebtedness (other than Permitted Indebtedness) under Section 4.06 hereof, provided that a Person that is a Guarantor on the Issue Date may merge into the Company or another Person that is a Guarantor on the Issue Date without complying with this clause (iii).

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person person or transferee Person being the “"Surviving Entity”") shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on, on the Securities and the performance of the other covenants) under the Securities of each Series and this Indenture, and in each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in shall not and shall not permit any transaction or series of transactionsGuarantor to consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or the Guarantor, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or the Guarantor) formed by such consolidation or into which the Company or the Guarantor, as the case may be, is merged or to which the properties and assets of the Company or the Guarantor, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor the Guarantor, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities of each Series Notes and this Indenture, and in each case, the obligations under this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.10 hereof; provided that a Person that is a Guarantor may merge into the Company or another Person that is a Guarantor without complying with this clause (iii).

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in not and will not permit any transaction or series of transactionsGuarantor to consolidate with, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving effect thereto unless: (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company or the Guarantor, as the case may be, shall be the surviving Person of such merger or consolidationcontinuing Person, or (B) the Person (if other than the Company or the Guarantor) formed by such consolidation or into which the Company or the Guarantor, as the case may be, is merged or to which the properties and assets of the Company or the Guarantor, as the case may be, are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of the United States of America, or any state State thereof or the District of Columbia, or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction Columbia and shall expressly assume assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company (includingor the 62 -55- Guarantor, without limitationas the case may be, the obligation to pay the principal of, and premium and interest, if any, on, the Securities and the performance of the other covenants) under the Securities Notes or the Guarantee of each Series such Guarantor, as the case may be, and this Indenture, and in each case, the obligations under this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions)transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction on a pro forma basis the Company or such Person could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.10 hereof, provided that a Person that is a Guarantor may merge into the Company or another Person that is a Guarantor without complying with this clause (iii).