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

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, consolidate with or merge with or into, or sell, lease, convey or transfer all or substantially all of its assets (on a consolidated basis), whether in a single transaction or a series of related transactions or a series of related transactions, to another Person or group of affiliated Persons (other than to its wholly owned Subsidiaries), unless (i) either (a) in the case of a merger or consolidation the Company is the surviving entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Notes and the Indenture; (ii) no Default or Event of Default shall exist or shall occur immediately before or after giving effect to such transaction; and (iii) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture comply with the Indenture and that all conditions precedent hereunder relating to such transactions have been satisfied.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, consolidate with or merge with or into, into another Person or sell, lease, convey or transfer all or substantially all of its assets (on other than to a consolidated basiswholly-owned Subsidiary or Subsidiaries), whether in a single transaction or a series of related transactions or a series of related transactions, to another Person or group of affiliated Persons (other than to its wholly owned Subsidiaries)Persons, unless (i) either (a) in the case of a merger or consolidation consolidation, the Company is the surviving entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Notes Securities and the Indenture; and (ii) no Default or Event of Default shall exist or shall occur immediately before or after giving effect to such transaction; and (iii) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture comply with the this Indenture and that all conditions precedent hereunder relating to such transactions transaction have been satisfied.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, consolidate with or merge with or into, into another Person or sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions or a series of related transactions, to another Person or group of affiliated Persons (other than to its wholly owned Subsidiaries), unless (i) either (a) in the case of a merger or consolidation consolidation, the Company is the surviving entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Notes Securities and the Indenture; (ii) no Default or Event of Default shall exist or shall occur immediately before or after giving effect to such transaction; and (iii) except in the case of clause (i)(a), the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture comply with the Indenture and that all conditions precedent hereunder relating to such transactions have been satisfied.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, consolidate with or merge with or into, into another Person or sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions or a series of related transactions, to another Person or group of affiliated Persons (other than to its wholly owned Subsidiaries), or agree to do any of the foregoing, unless (i) either (a) in the case of a merger or consolidation consolidation, the Company is or would be the surviving entity or (b) the resulting, surviving or transferee entity is or would be a corporation organized under the laws of the United States, any state thereof or the District of Columbia and has or will expressly assumes assume by supplemental indenture all of the obligations of the Company in connection with the Notes Securities and the Indenture; (ii) no Default or Event of Default shall exist or shall occur immediately before or after giving effect to such transaction; and (iii) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture comply with the Indenture and that all conditions precedent hereunder relating to such transactions have been satisfied.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, consolidate with or merge with or into, into another Person or sell, lease, convey or transfer all or substantially all of its assets (on other than to a consolidated basiswholly-owned Subsidiary or Subsidiaries), whether in a single transaction or a series of related transactions or a series of related transactions, to another Person or group of affiliated Persons (other than to its wholly owned Subsidiaries)Persons, unless (i) either (a) in the case of a merger or consolidation consolidation, the Company is the surviving entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Notes Securities and the Indenture; and (ii) no Default or Event of Default shall exist or shall occur immediately before or after giving effect to such transaction; and (iii) the Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture comply with the this Indenture and that all conditions precedent hereunder relating to such transactions transaction have been satisfied.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not, directly or indirectly, consolidate with or merge with or into, into another Person or sell, lease, convey or transfer all or substantially all of its assets (on other than to a consolidated basis), wholly-owned Subsidiary or Subsidiaries) whether in a single transaction or a series of related transactions or a series of related transactions, to another Person or group of affiliated Persons (other than to its wholly owned Subsidiaries)Persons, unless (i) either (a) in the case of a merger or consolidation consolidation, the Company is the surviving entity or (b) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Notes Securities and the Indenture; and (ii) no Default or Event of Default shall exist or shall occur immediately before or after giving effect to such transaction; and (iii) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental indenture is required, such supplemental indenture comply with the Indenture and that all conditions precedent hereunder relating to such transactions transaction have been satisfied; provided, however, that the foregoing limitation shall not be deemed to apply to a Permitted Sale/Leaseback.