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

Limitation on Consolidation, Merger and Sale of Assets. The Company will not, in a single transaction or series of related transactions, consolidate with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to, another Person unless (i) either (1) the Company is the survivor of such merger, consolidation, sale, assignment, transfer, lease, conveyance or other disposition, or (2) the surviving or transferee Person is a corporation, partnership or trust organized and existing under the laws of the United States, any state thereof or the District of Columbia and such surviving or transferee Person expressly assumes by supplemental indenture all the obligations of the Company under the Securities and this Indenture; (ii) immediately after giving effect to such transaction and the use of proceeds therefrom (on a pro forma basis, including any Indebtedness incurred or anticipated to be incurred in connection with such transaction), the Company or the surviving or transferee Person is able to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.06; (iii) immediately after giving effect to such transaction (including any Indebtedness incurred or anticipated to be incurred in connection with the transaction) no Default or Event of Default has occurred and is continuing; and (iv) the Company has delivered to the Trustee an Officers' Certificate and Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease or other disposition complies with this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties and assets of one or more Restricted Subsidiaries the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company will be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing clauses (ii) and (iii), but subject to clauses (i) and (iv) thereof, (a) the Company may consolidate with, merge into or transfer all or part of its properties and assets to any Restricted Subsidiary so long as all assets of the Company immediately prior to such transaction are owned by such Restricted Subsidiary immediately after the consummation thereof, and (b) the Company may merge with an Affiliate that is a corporation that has no material assets or liabilities and that was incorporated solely for the purpose of (A) reincorporating the Company in the same or another jurisdiction of the United States, any state thereof or the District of Columbia or (B) the creation of a holding company of the Company.

Limitation on Consolidation, Merger and Sale of Assets. The Company will not, in a single transaction or series of related transactions, consolidate with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to, another Person unless (i) either (1) the Company is the survivor of such merger, consolidation, sale, assignment, transfer, lease, conveyance or other disposition, or (2) the surviving or transferee Person is a corporation, partnership or trust organized and existing under the laws of the United States, any state thereof or the District of Columbia and such surviving or transferee Person expressly assumes by supplemental indenture all the obligations of the Company under the Securities and this Indenture; (ii) immediately after giving effect to such transaction and the use of proceeds therefrom (on a pro forma basis, including any Indebtedness incurred or anticipated to be incurred in connection with such transaction), the Company or the surviving or transferee Person is able to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.06; (iii) immediately after giving effect to such transaction (including any Indebtedness incurred or anticipated to be incurred in connection with the transaction) no Default or Event of Default has occurred and is continuing; and (iv) the Company has delivered to the Trustee an Officers' ’ Certificate and Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease or other disposition complies with this Indenture, that the surviving Person agrees by supplemental Indenture to be bound thereby, and that all conditions precedent in this Indenture relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties and assets of one or more Restricted Subsidiaries the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company will be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing clauses (ii) and (iii), but subject to clauses (i) and (iv) thereof, (a) the Company may consolidate with, merge into or transfer all or part of its properties and assets to any Restricted Subsidiary so long as all assets of the Company immediately prior to such transaction are owned by such Restricted Subsidiary immediately after the consummation thereof, and (b) the Company may merge with an Affiliate that is a corporation that has no material assets or liabilities and that was incorporated solely for the purpose of (A) reincorporating the Company in the same or another jurisdiction of the United States, any state thereof or the District of Columbia or (B) the creation of a holding company of the Company.

Limitation on Consolidation, Merger and Sale of Assets. The Company will not, in a single transaction or series of related transactions, consolidate with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to, another Person unless (i) either (1) the Company is the survivor of such merger, consolidation, sale, assignment, transfer, lease, conveyance or other disposition, or (2) the surviving or transferee Person is a corporation, partnership or trust organized and existing under the laws of the United States, any state thereof or the District of Columbia and such surviving or transferee Person expressly assumes by supplemental indenture all the obligations of the Company under the Securities and this Indenture; (ii) immediately after giving effect to such transaction and the use of proceeds therefrom (on a pro forma basis, including any Indebtedness incurred or anticipated to be incurred in connection with such transaction), the Company or the surviving or transferee Person is able to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.06; (iii) immediately after giving effect to such transaction (including any Indebtedness incurred or anticipated to be incurred in connection with the transaction) no Default or Event of Default has occurred and is continuing; and (iv) the Company has delivered to the Trustee an Officers' Certificate and Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease or other disposition complies with this Indenture Indenture, and that all conditions precedent in this Indenture relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties and assets of one or more Restricted Subsidiaries the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company will be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing clauses (ii) and (iii), but subject to clauses (i) and (iv) thereof, (a) the Company may consolidate with, merge into or transfer all or part of its properties and assets to any Restricted Subsidiary so long as all assets of the Company immediately prior to such transaction are owned by such Restricted Subsidiary immediately after the consummation thereof, and (b) the Company may merge with an Affiliate that is a corporation that has no material assets or liabilities and that was incorporated solely for the purpose of (A) reincorporating the Company in the same or another jurisdiction of the United States, any state thereof or the District of Columbia or (B) the creation of a holding company of the Company.

Limitation on Consolidation, Merger and Sale of Assets. The (a) Neither the Company will not, in a single transaction or series of related transactions, nor any Subsidiary Guarantor shall consolidate with or merge with or into, or sellconvey, assign, transfer, transfer or lease, convey in one transaction or otherwise dispose a series of related transactions, all or substantially all of its assets to, another Person unless any Person, unless: (i) either (1) the Company is the survivor of such mergerresulting, consolidation, sale, assignment, transfer, lease, conveyance or other disposition, or (2) the surviving or transferee Person is (the "Successor Company") shall be a corporation, partnership or trust Person organized and existing under the laws of the United StatesStates of America, any state thereof or the District of Columbia and such surviving the Successor Company (if not the Company or transferee Person the Subsidiary Guarantor, as the case may be) shall expressly assumes assume, by a supplemental indenture thereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company or the Subsidiary Guarantor, as the case may be, under the Securities Notes and this Indenture; (ii) immediately after giving effect to such transaction (and the use of proceeds therefrom (on a pro forma basis, including treating any Indebtedness incurred that becomes an obligation of the Successor Company or anticipated to be incurred in connection with any Restricted Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Restricted Subsidiary at the time of such transaction), the Company no Default or the surviving or transferee Person is able to incur $1.00 Event of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.06Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction, the Successor Company would be able to incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of Section 4.06; (iv) immediately after giving effect to any such transaction (including any Indebtedness incurred or anticipated solely with respect to be incurred the Company, the Successor Company shall have Consolidated Net Worth in connection with an amount that is not less than the Consolidated Net Worth of the Company prior to such transaction) no Default or Event of Default has occurred and is continuing; and (ivv) solely with respect to the Company, the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease merger or other disposition complies transfer and such supplemental indenture (if any) comply with this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfiedthe Indenture. For purposes of the foregoing, the transfer (by lease, assignment, sale The foregoing shall not prohibit any merger or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties and assets of one or more Restricted Subsidiaries the Capital Stock of which constitutes all or substantially all of the properties and assets of consolidation between the Company will be deemed to be the transfer of all or substantially all of the properties and assets of the Companyany Subsidiary Guarantor. Notwithstanding the foregoing clauses (ii) and (iii), but subject to clauses (i) and (iv) thereof, (a) the Company may consolidate with, merge into or transfer all or part of its properties and assets to any Restricted Subsidiary so long as all assets of the Company immediately prior to such transaction are owned by such Restricted Subsidiary immediately after the consummation thereof, and (b) the Company may merge with an Affiliate that is a corporation that has no material assets or liabilities and that was incorporated solely for the purpose of (A) reincorporating the Company in the same or another jurisdiction of the United States, any state thereof or the District of Columbia or (B) the creation of a holding company of the Company.67 -58-

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will Borrower shall not consolidate with or merge with or into (whether or not the Borrower is the Surviving Person) any other Person and the Borrower shall not, and shall not cause or permit any Restricted Subsidiary to, sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the property and assets of the Borrower and the Restricted Subsidiaries, taken as a whole, to any Person or Persons in a single transaction or series of related transactions, consolidate with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to, another Person unless unless: (i) either (1x) the Company is Borrower shall be the survivor of such merger, consolidation, sale, assignment, transfer, lease, conveyance or other disposition, Surviving Person or (2y) the surviving or transferee Surviving Person is (if other than the Borrower) shall be a corporation, partnership or trust corporation organized and validly existing under the laws of the United States, States of America or any state State thereof or the District of Columbia Columbia, and shall, in any such surviving or transferee Person case, expressly assumes assume by supplemental indenture a joinder and assumption agreement, all of the obligations of the Company Borrower under the Securities and this IndentureCredit Documents; (ii) immediately after giving effect to such transaction transaction, no Default shall have occurred and be continuing; and (iii) except in the use case of proceeds therefrom (on a pro forma basismerger of the Borrower with or into a Wholly Owned Restricted Subsidiary that is a Subsidiary Guarantor and except in the case of a merger solely for the purpose of reincorporating the Borrower in another jurisdiction, including any Indebtedness incurred or anticipated immediately after giving effect to be incurred in connection with such transaction), the Company Borrower or the surviving or transferee Surviving Person is able to (as the case may be) could incur at least $1.00 of additional Indebtedness under Section 6.8(a) (other than Permitted Indebtedness) if the Borrower shall not be the Surviving Person, all references to the Borrower and the Restricted Subsidiaries in compliance with Section 4.06; (iii) immediately the definitions used to determine the ratio therein shall be to the Surviving Person and its Subsidiaries after giving effect to such transaction (including excluding any Indebtedness incurred or anticipated to be incurred in connection with the transaction) no Default or Event of Default has occurred and is continuing; and (iv) the Company has delivered to the Trustee an Officers' Certificate and Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease or other disposition complies with this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfiedUnrestricted Subsidiaries)). For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties and assets of one or more Restricted Subsidiaries the Capital Stock Equity Interests of which constitutes all or substantially all of the properties and assets of the Company will Borrower shall be deemed to be the transfer of all or substantially all of the properties and assets of the CompanyBorrower. Notwithstanding Transfers of assets between or among the Borrower and the Subsidiary Guarantors will not be subject to the foregoing clauses (ii) and (iii), but subject to clauses (i) and (iv) thereof, (a) the Company may consolidate with, merge into or transfer all or part of its properties and assets to any Restricted Subsidiary so long as all assets of the Company immediately prior to such transaction are owned by such Restricted Subsidiary immediately after the consummation thereof, and (b) the Company may merge with an Affiliate that is a corporation that has no material assets or liabilities and that was incorporated solely for the purpose of (A) reincorporating the Company in the same or another jurisdiction of the United States, any state thereof or the District of Columbia or (B) the creation of a holding company of the Companycovenant.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will not, in a single transaction or series of related transactions, consolidate with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to, another Person unless (i) either (1) the Company is the survivor of such merger, consolidation, sale, assignment, transfer, lease, conveyance or other disposition, or (2) the surviving or transferee Person is a corporation, partnership or trust organized and existing under the laws of the United States, any state thereof or the District of Columbia and such surviving or transferee Person expressly assumes by supplemental indenture all the obligations of the Company under the Securities (or, in the case of a merger to which subclause (b)(2)(B) of Section 5.01(b) applies, the holding company created therefor may, at the Company's option, execute and deliver an indenture substantially in the form delivered to the Trustee on the date hereof, provided that no Securities are then outstanding hereunder) and this Indenture; (ii) immediately after giving effect to such transaction and the use of proceeds therefrom (on a pro forma basis, including any Indebtedness incurred or anticipated to be incurred in connection with such transaction), the Company or the surviving or transferee Person is able to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.06; (iii) immediately after giving effect to such transaction (including any Indebtedness incurred or anticipated to be incurred in connection with the transaction) no Default or Event of Default has occurred and is continuing; and (iv) the Company has delivered to the Trustee an Officers' Certificate and Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease or other disposition complies with this Indenture Indenture, and that all conditions precedent in this Indenture relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties and assets of one or more Restricted Subsidiaries the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company will be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing clauses (ii) and (iii), but subject to clauses (i) and (iv) thereof, (a) the Company may consolidate with, merge into or transfer all or part of its properties and assets to any Restricted Subsidiary so long as all assets of the Company immediately prior to such transaction are owned by such Restricted Subsidiary immediately after the consummation thereof, and (b) the Company may merge with an Affiliate that is a corporation that has no material assets or liabilities and that was incorporated solely for the purpose of (A) reincorporating the Company in the same or another jurisdiction of the United States, any state thereof or the District of Columbia or (B) the creation of a holding company of the Company.

Limitation on Consolidation, Merger and Sale of Assets. The Company Issuers will notnot and will not permit any of their Restricted Subsidiaries to consolidate with, in a single transaction or series of related transactions, consolidate with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the assets toof the Issuers (as an entirety or substantially as an entirety in one transaction or a series of related transactions), another to any Person unless unless: (i) either (1) an Issuer or such Restricted Subsidiary, as the Company is case may be, shall be the survivor of such merger, consolidation, sale, assignment, transfer, lease, conveyance or other dispositioncontinuing Person, or the Person (2if other than an Issuer or such Restricted Subsidiary) formed by such consolidation or into which an Issuer or such Restricted Subsidiary, as the surviving case may be, is merged or transferee Person is to which the properties and assets of an Issuer or such Restricted Subsidiary, as the case may be, are sold, assigned, transferred, leased, conveyed or otherwise disposed of shall be a corporation, partnership or trust corporation organized and existing under the laws of the United States, States or any state State thereof or the District of Columbia and such surviving or transferee Person shall expressly assumes assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of an Issuer or such Restricted Subsidiary, as the Company case may be, under the Securities and this Indenture, the Notes and the Guarantees, and the obligations thereunder shall remain in full force and effect; (ii) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction and the use of proceeds therefrom (on a pro forma basis, including any Indebtedness incurred basis the Issuers or anticipated to be incurred in connection with such transaction), the Company or the surviving or transferee --- ----- Person is able to could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance under Section 4.06 hereof; provided that Insight Ohio -------- may merge with Section 4.06; Coaxial without complying with this clause (iii) immediately after giving effect to such transaction (including ). In connection with any Indebtedness incurred consolidation, merger or anticipated transfer of assets contemplated by this provision, the Issuers shall deliver, or cause to be incurred in connection with the transaction) no Default or Event of Default has occurred and is continuing; and (iv) the Company has delivered delivered, to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease merger or other disposition complies transfer and the supplemental indenture in respect thereto comply with this Indenture provision and that all conditions precedent in this Indenture herein provided for relating to such transaction or transactions have been satisfiedcomplied with. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties and or assets of one or more Restricted Subsidiaries of an Issuer the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company will Issuers, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing clauses (ii) and (iii), but subject to clauses (i) and (iv) thereof, (a) the Company may consolidate with, merge into or transfer all or part of its properties and assets to any Restricted Subsidiary so long as all assets of the Company immediately prior to such transaction are owned by such Restricted Subsidiary immediately after the consummation thereof, and (b) the Company may merge with an Affiliate that is a corporation that has no material assets or liabilities and that was incorporated solely for the purpose of (A) reincorporating the Company in the same or another jurisdiction of the United States, any state thereof or the District of Columbia or (B) the creation of a holding company of the CompanyIssuers.

Limitation on Consolidation, Merger and Sale of Assets. The Company will notnot and will not permit any of its Subsidiaries to consolidate with, in a single transaction or series of related transactions, consolidate with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the assets toof the Company (as an entirety or substantially as an entirety in one transaction or a series of related transactions), another to any Person unless unless: (i) either (1) the Company is or such Subsidiary, as the survivor of such mergercase may be, consolidation, sale, assignment, transfer, lease, conveyance or other dispositionshall be the continuing Person, or the Person (2if other than the Company or such Subsidiary) formed by such consolidation or into which the surviving Company or transferee Person such Subsidiary, as the case may be, is merged or to which the properties and assets of the Company or such Subsidiary, as the case may be, are sold, assigned, transferred, leased, conveyed or otherwise disposed of shall be a corporation, partnership or trust corporation organized and existing under the laws of the United States, States or any state State thereof or the District of Columbia and such surviving or transferee Person shall expressly assumes assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company or such Subsidiary, as the case may be, under the Securities Indenture, the Notes and this Indenturethe obligations thereunder shall remain in full force and effect; (ii) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction and the use of proceeds therefrom (on a pro forma basis, including any Indebtedness incurred or anticipated to be incurred in connection with such transaction), basis the Company or the surviving or transferee such Person is able to could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance under Section 4.06 above provided, however that this provision will not prevent the Company from merging into an Affiliate of the Company for the sole purpose of creating a holding company whose sole asset will be all of the outstanding capital stock of the Company or shares of a shell corporation whose only assets are all of the outstanding capital stock of the Company. In connection with Section 4.06; (iii) immediately after giving effect to such transaction (including any Indebtedness incurred consolidation, merger or anticipated transfer of assets contemplated by this provision, the Company shall deliver, or cause to be incurred in connection with the transaction) no Default or Event of Default has occurred and is continuing; and (iv) the Company has delivered delivered, to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and Opinion an opinion of Counselcounsel, each stating that such consolidation, merger, sale, assignment, transfer, lease merger or other disposition complies transfer and the supplemental indenture in respect thereto comply with this Indenture provision and that all conditions precedent in this Indenture herein provided for relating to such transaction or transactions have been satisfiedcomplied with. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties and or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company will Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing clauses (ii) and (iii), but subject to clauses (i) and (iv) thereof, (a) the Company may consolidate with, merge into or transfer all or part of its properties and assets to any Restricted Subsidiary so long as all assets of the Company immediately prior to such transaction are owned by such Restricted Subsidiary immediately after the consummation thereof, and (b) the Company may merge with an Affiliate that is a corporation that has no material assets or liabilities and that was incorporated solely for the purpose of (A) reincorporating the Company in the same or another jurisdiction of the United States, any state thereof or the District of Columbia or (B) the creation of a holding company of the Company.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will notshall not and shall not cause or permit any Guarantor to, in a single transaction or series of related transactions, consolidate with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to, another Person or adopt a plan of liquidation unless (i) either (1) the Company or the Guarantor, as the case may be, is the survivor of such merger, consolidation, sale, assignment, transfer, lease, conveyance merger or other disposition, consolidation or (2) the surviving or transferee Person is a corporation, partnership or trust organized and existing under the laws of the United States, any state thereof or the District of Columbia and such surviving or transferee Person expressly assumes by supplemental indenture all the obligations of the Company or the Guarantor, as the case may be, under the Securities and this Indenture; (ii) immediately after giving effect to such transaction and the use of proceeds therefrom (on a pro forma basis, including any Indebtedness incurred or anticipated to be incurred in connection with such transaction), the Company or the surviving or transferee Person is able to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.064.06 hereof; (iii) immediately after giving effect to such transaction (including any Indebtedness incurred or anticipated to be incurred in connection with the transaction) no Default or Event of Default has occurred and is continuing; and (iv) the Company has delivered to the Trustee an Officers' Certificate and Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease merger or other disposition transfer complies with this Indenture Indenture, that the surviving Person agrees by supplemental indenture to be bound thereby, and that all conditions precedent in this Indenture relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties and assets of one or more Restricted Subsidiaries the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company will be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing clauses (ii) and (iii), but subject to clauses (i) and (iv) thereof, (a) the Company may consolidate with, merge into or transfer all or part of its properties and assets to any Restricted Subsidiary so long as all assets of the Company immediately prior to such transaction are owned by such Restricted Subsidiary immediately after the consummation thereof, and (b) the Company may merge with an Affiliate that is a corporation that has no material assets or liabilities and that was incorporated solely for the purpose of (A) reincorporating the Company in the same or another jurisdiction of the United States, any state thereof or the District of Columbia or (B) the creation of a holding company of the Company.

Limitation on Consolidation, Merger and Sale of Assets. The Company (a) Neither of the Issuers will, nor will not, in a single transaction or series of related transactionsthey permit any Guarantor to, consolidate with or with, merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of transfer all or substantially all of its assets to(as an entirety or substantially as an entirety in one transaction or a series of related transactions), another to any Person unless (in the case of the Company or any Guarantor): (i) either (1) the Company is or such Guarantor, as the survivor of such mergercase may be, consolidation, sale, assignment, transfer, lease, conveyance or other dispositionshall be the continuing Person, or the Person (2if other than the Company or such Guarantor) formed by such consolidation or into which the surviving Company or transferee Person 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 shall be a corporationcorporation (or in the case of the Company or Holdings, partnership a corporation or trust a limited liability company) organized and existing under the laws of the United States, States or any state State thereof or the District of Columbia and such surviving or transferee Person shall expressly assumes assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form and substance satisfactory to the Trustee, all of the obligations of the Company or such Guarantor, as the case may be, under the Securities Notes and this Indenture, and the obligations under this Indenture shall remain in full force and effect; provided -------- that at any time the Company or its successor is 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; (ii) immediately after giving effect to such transaction and the use or series of proceeds therefrom (transactions on a pro forma basis, including any Indebtedness incurred or anticipated to be incurred in connection with such transaction), basis the Consolidated Net Worth of the Company or the surviving entity as the case may be is at least equal to the Consolidated Net Worth of the Company immediately before such transaction or transferee series of transactions; and (iv) immediately after giving effect to such transaction on a pro forma basis the --- ----- Company or such Person is able to could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with pursuant to Section 4.06; (iii) immediately after giving effect to such transaction (including any Indebtedness incurred or anticipated to be incurred in connection with the transaction) no Default or Event of Default has occurred and is continuing; and (iv) the Company has delivered to the Trustee an Officers' Certificate and Opinion of Counsel4.06 hereof, each stating provided -------- that such consolidation, merger, sale, assignment, transfer, lease or other disposition complies with this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties and assets of one or more Restricted Subsidiaries the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company will be deemed to be the transfer of all or substantially all of the properties and assets of Holdings may merge into the Company. Notwithstanding the foregoing clauses (ii) and (iii), but subject to clauses (i) and (iv) thereof, (a) the Company may consolidate with, merge into or transfer all or part of its properties and assets to any Restricted Subsidiary so long as all assets of the Company immediately prior to such transaction are owned by such Restricted Subsidiary immediately after the consummation thereof, and (b) the Company may merge with an Affiliate that is a corporation that has no material assets into Holdings and Holdings or liabilities and that was incorporated solely for the purpose of (A) reincorporating the Company in the same or another jurisdiction of the United States, any state thereof or the District of Columbia or may merge into BrightView without complying with this clause (B) the creation of a holding company of the Companyiv).

Limitation on Consolidation, Merger and Sale of Assets. The Company Issuers will notnot and will not permit any of their Restricted Subsidiaries to consolidate with, in a single transaction or series of related transactions, consolidate with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the assets toof the Issuers (as an entirety or substantially as an entirety in one transaction or a series of related transactions), another to any Person unless unless: (i) either (1) an Issuer or such Restricted Subsidiary, as the Company is case may be, shall be the survivor of such merger, consolidation, sale, assignment, transfer, lease, conveyance or other dispositioncontinuing Person, or the Person (2if other than an Issuer or such Restricted Subsidiary) formed by such consolidation or into which an Issuer or such Restricted Subsidiary, as the surviving case may be, is merged or transferee Person is to which the properties and assets of an Issuer or such Restricted Subsidiary, as the case may be, are sold, assigned, transferred, leased, conveyed or otherwise disposed of shall be a corporation, partnership or trust corporation organized and existing under the laws of the United States, States or any state State thereof or the District of Columbia and such surviving or transferee Person shall expressly assumes assume, by a supplemental indenture indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of an Issuer or such Restricted Subsidiary, as the Company case may be, under the Securities and this Indenture, the Notes and the Guarantees, and the obligations thereunder shall remain in full force and effect; (ii) immediately before and immediately after giving effect to such transaction transaction, no Default or Event of Default shall have occurred and the use of proceeds therefrom (on a pro forma basis, including any Indebtedness incurred or anticipated to be incurred in connection with such transaction), the Company or the surviving or transferee Person is able to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.06continuing; and (iii) immediately after giving effect to such transaction on a pro forma basis the Issuers or such Person could incur at least $1.00 of --- ----- additional Indebtedness (including other than Permitted Indebtedness) under Section 4.06 hereof; provided that Insight Ohio may merge with Coaxial without complying with -------- this clause (iii). In connection with any Indebtedness incurred consolidation, merger or anticipated transfer of assets contemplated by this provision, the Issuers shall deliver, or cause to be incurred in connection with the transaction) no Default or Event of Default has occurred and is continuing; and (iv) the Company has delivered delivered, to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease merger or other disposition complies transfer and the supplemental indenture in respect thereto comply with this Indenture provision and that all conditions precedent in this Indenture herein provided for relating to such transaction or transactions have been satisfiedcomplied with. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties and or assets of one or more Restricted Subsidiaries of an Issuer the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company will Issuers, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing clauses (ii) and (iii), but subject to clauses (i) and (iv) thereof, (a) the Company may consolidate with, merge into or transfer all or part of its properties and assets to any Restricted Subsidiary so long as all assets of the Company immediately prior to such transaction are owned by such Restricted Subsidiary immediately after the consummation thereof, and (b) the Company may merge with an Affiliate that is a corporation that has no material assets or liabilities and that was incorporated solely for the purpose of (A) reincorporating the Company in the same or another jurisdiction of the United States, any state thereof or the District of Columbia or (B) the creation of a holding company of the CompanyIssuers.

Limitation on Consolidation, Merger and Sale of Assets. The Company will not, in a single transaction or series and will not permit any of related transactionsits Subsidiaries to, consolidate with or merge with or into, or sell, assign, transferconvey, lease, convey lease or otherwise dispose of transfer all or substantially all of its properties and assets toof the Company or any of its Subsidiaries as an entirety to any Person in a single transac- tion or through a series of transactions, another Person unless unless: (i) either (1a) the Company is or such Subsidiary shall be the survivor of such mergercontinuing Person or the resulting, consolidation, sale, assignment, transfer, lease, conveyance or other disposition, or (2) the surviving or transferee Person is (the "Surviving Entity") shall be a corporation, limited liability company or partnership or trust organized and existing under the laws of the United States, States of America or any state thereof or the District of Columbia and such surviving or transferee Person Columbia, (b) the Surviving Entity shall expressly assumes 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 or such Subsidiary, as the case may be, under the Securities Notes, the Guarantees and this the Indenture; (iic) immediately before and immediately after giving effect to such transaction and the use transaction, or series of proceeds therefrom transactions (on a pro forma basisincluding, including without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transactiontransaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; (d) the Company or the surviving or transferee Person is able to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.06; (iii) Surviving Entity shall immediately after giving effect to such transaction or series of transactions (including including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of the transactiontransaction or series of transactions) no Default have a Consolidated Net Worth equal to or Event greater than the Consolidated Net Worth of Default has occurred and is continuingthe Company immediately prior to such transaction or series of transactions; (e) immediately after giving effect to such transaction or series of transactions, the Company or the Surviving Entity could incur $1.00 of additional Indebtedness pursuant to clause (d) of Section 4.06 hereof; and (ivf) the Company has or such Surviving Entity shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each Counsel stating that such consolidation, merger, sale, assignment, transferconveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction or other disposition series of transactions, such supplemental indenture complies with this Indenture the applicable provisions herein and that all conditions precedent in this Indenture herein relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties and assets of one or more Restricted Subsidiaries the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company will be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing clauses (ii) and (iii), but subject to clauses (i) and (iv) thereof, (a) the Company may consolidate with, merge into or transfer all or part of its properties and assets to any Restricted Subsidiary so long as all assets of the Company immediately prior to such transaction are owned by such Restricted Subsidiary immediately after the consummation thereof, and (b) the Company may merge with an Affiliate that is a corporation that has no material assets or liabilities and that was incorporated solely for the purpose of (A) reincorporating the Company in the same or another jurisdiction of the United States, any state thereof or the District of Columbia or (B) the creation of a holding company of the Companytransactions have been satisfied.

Limitation on Consolidation, Merger and Sale of Assets. (i) The Company will shall not, in a single transaction or series of related transactionsnor shall it permit any Guarantor to, consolidate with or with, merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of transfer all or substantially all of its assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, another any Person unless (i) either in the case of the Company or any Guarantor): (1a) the Company is or such Guarantor, as the survivor of such mergercase may be, consolidation, sale, assignment, transfer, lease, conveyance or other dispositionshall be the continuing Person, or the Person (2if other than the Company or such Guarantor) formed by such consolidation or into which the surviving Company or transferee Person 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 shall be a corporation, a limited liability company or a limited partnership or trust organized and existing under the laws of the United States, States or any state State thereof or the District of Columbia and such surviving or transferee Person shall expressly assumes assume, in writing by a supplemental indenture indenture, executed and delivered to the Trustee, in form and substance satisfactory to the Trustee, all of the obligations of the Company or such Guarantor, as the case may be, under the Securities Notes and this IndentureIndenture and Guarantee, as applicable, and the obligations under this Indenture shall remain in full force and effect; provided that at any time the Company or its successor is a limited partnership or limited liability company there shall be a co-issuer of the Notes that is a corporation; (iib) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) unless the merger or consolidation is with, or the transfer of all or substantially all its assets is to a Wholly-Owned Subsidiary, immediately after giving effect to such transaction and the use of proceeds therefrom (on a pro forma basis, including any Indebtedness incurred or anticipated to be incurred in connection with such transaction), basis the Company or the surviving or transferee such Person is able to could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.06 hereof. Nothing in compliance this Section 5.01 will prohibit the consolidation, merger or transfer of all or substantially all the assets of any Guarantor that is otherwise permitted by and conducted in accordance with the other applicable provisions of this Indenture. In connection with any consolidation, merger or transfer of assets contemplated by this Section 4.06; (iii) immediately after giving effect to such transaction (including any Indebtedness incurred 5.01, the Company shall deliver, or anticipated cause to be incurred in connection with the transaction) no Default or Event of Default has occurred and is continuing; and (iv) the Company has delivered delivered, to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease merger or other disposition complies transfer and the supplemental indenture in respect thereto comply with this Indenture Section 5.01 and that all conditions precedent in this Indenture herein provided for relating to such transaction or transactions have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties and assets of one or more Restricted Subsidiaries the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company will be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing clauses (ii) and (iii), but subject to clauses (i) and (iv) thereof, (a) the Company may consolidate complied with, merge into or transfer all or part of its properties and assets to any Restricted Subsidiary so long as all assets of the Company immediately prior to such transaction are owned by such Restricted Subsidiary immediately after the consummation thereof, and (b) the Company may merge with an Affiliate that is a corporation that has no material assets or liabilities and that was incorporated solely for the purpose of (A) reincorporating the Company in the same or another jurisdiction of the United States, any state thereof or the District of Columbia or (B) the creation of a holding company of the Company.

Limitation on Consolidation, Merger and Sale of Assets. (a) The Company will Issuer shall not, in a single transaction or series of related transactionsnor shall it permit any Guarantor to, consolidate with or with, merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of transfer all or substantially all of its assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, another any Person unless (in the case of the Issuer or any Guarantor): (i) either (1) the Company is Issuer or such Guarantor, as the survivor of such mergercase may be, consolidation, sale, assignment, transfer, lease, conveyance or other dispositionshall be the continuing Person, or the Person (2if other than the Issuer or such Guarantor) formed by such consolidation or into which the surviving Issuer or transferee Person such Guarantor, as the case may be, is merged or to which the properties and assets of the Issuer or such Guarantor, as the case may be, are transferred shall be a corporation, limited liability company or a limited partnership or trust organized and existing under the laws of the United States, States or any state State thereof or the District of Columbia and such surviving or transferee Person shall expressly assumes assume, in writing by a supplemental indenture indenture, executed and delivered to the Trustee, in form and substance satisfactory to the Trustee, all of the obligations of the Company Issuer or such Guarantor, as the case may be, under the Securities Notes and this IndentureIndenture or Guarantee, as applicable, and the obligations under this Indenture shall remain in full force and effect; provided that at any time the Issuer or its successor is a limited partnership or 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; and (iii) unless the merger or consolidation is with, or the transfer of all or substantially all its assets is to a Wholly-Owned Subsidiary, immediately after giving effect to such transaction and the use of proceeds therefrom (on a pro forma basis, including any Indebtedness incurred basis the Issuer or anticipated to be incurred in connection with such transaction), the Company or the surviving or transferee Person is able to could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.06 hereof. Nothing in compliance this Section 5.01 will prohibit the consolidation, merger or transfer of all or substantially all the assets of any Guarantor that is otherwise permitted by and conducted in accordance with the other applicable sections of this Indenture. In connection with any consolidation, merger or transfer of assets contemplated by this Section 4.06; (iii) immediately after giving effect to such transaction (including any Indebtedness incurred 5.01, the Issuer shall deliver, or anticipated cause to be incurred in connection with the transaction) no Default or Event of Default has occurred and is continuing; and (iv) the Company has delivered delivered, to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease merger or other disposition complies transfer and the supplemental indenture in respect thereto comply with this Indenture Section 5.01 and that all conditions precedent in this Indenture herein provided for relating to such transaction or transactions have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties and assets of one or more Restricted Subsidiaries the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company will be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing clauses (ii) and (iii), but subject to clauses (i) and (iv) thereof, (a) the Company may consolidate complied with, merge into or transfer all or part of its properties and assets to any Restricted Subsidiary so long as all assets of the Company immediately prior to such transaction are owned by such Restricted Subsidiary immediately after the consummation thereof, and (b) the Company may merge with an Affiliate that is a corporation that has no material assets or liabilities and that was incorporated solely for the purpose of (A) reincorporating the Company in the same or another jurisdiction of the United States, any state thereof or the District of Columbia or (B) the creation of a holding company of the Company.