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

Limitation on Merger, Sale or Consolidation. The Company shall not consolidate with or merge with or into another Person or, directly or indirectly, sell, lease, convey or transfer all or substantially all of its assets (such amounts to be computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons, unless: (1) either (a) the Company is the continuing entity or (b) the resulting, surviving or transferee entity or, in the case of a plan of liquidation, the entity which receives the greatest value from such plan of liquidation 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 Company's obligations in connection with the Notes and this Indenture; (2) no Default or Event of Default shall exist or shall occur immediately after giving effect on a pro forma basis to such transaction; (3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated surviving or transferee entity or, in the case of a plan of liquidation, the entity which receives the greatest value from such plan of liquidation is at least equal to the Company's Consolidated Net Worth immediately prior to such transaction; (4) unless such transaction is solely the merger of the Company and one of the Company's previously existing Guarantors for the purpose of reincorporation into another jurisdiction and which transaction is not for the purpose of evading this provision and not in connection with any other transaction, immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity or, in the case of a plan of liquidation, the entity which receives the greatest value from such plan of liquidation would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio; and (5) each Guarantor, shall have by amendment to its Guarantee and this Indenture confirmed in writing that its Guarantee shall apply to the obligations of the Company or the surviving entity in accordance with the Notes and this Indenture. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of all or substantially all of the properties and assets of one or more Subsidiaries, the Company's interest in which constitutes all or substantially all of the Company's properties and assets, shall be deemed to be the transfer of all or substantially all of the Company's properties and assets.

Limitation on Merger, Sale or Consolidation. The Company shall not With respect to a series of Securities, neither of the Issuers will, directly or indirectly, consolidate with or merge with or into another Person or, directly person or indirectly, sell, lease, convey or transfer all or substantially all of its assets (such amounts computed as to be computed each Issuer on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person person or group of affiliated Personspersons or adopt a Plan of Liquidation, unless: unless (1i) either (a) the Company Sun International or SINA, as applicable, is the continuing resulting surviving or transferee entity (the "Successor Company") or (b) the resulting, surviving or transferee entity Successor Company or, in the case of a plan Plan of liquidationLiquidation, the entity which receives the greatest value from such plan Plan of liquidation Liquidation is a corporation organized under the laws of the Commonwealth of The Bahamas (in the case of Sun International only) or the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the Company's obligations of Sun International or SINA, as applicable, in connection with such series of Securities and the Notes and this Indenture; ; (2ii) no Default or Event of Default with respect to such series of Securities shall exist or shall occur immediately after giving effect on a pro forma basis to such transaction; ; and (3iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated surviving or transferee entity Successor Company or, in the case of a plan Plan of liquidationLiquidation, the entity which receives the greatest value from such plan Plan of liquidation Liquidation is at least equal to the Company's Consolidated Net Worth of Sun International or SINA, as applicable, immediately prior to such transaction; ; and (4iv) unless such transaction is solely the merger of the Company and one of the Company's previously existing Guarantors for the purpose of reincorporation into another jurisdiction and which transaction is not for the purpose of evading this provision and not in connection with any other transaction, immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity Successor Company or, in the case of a plan Plan of liquidationLiquidation, the entity which receives the greatest value from such plan Plan of liquidation Liquidation would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio; and (5) each GuarantorRatio set forth in Section 4.10, to the extent applicable to such series of Securities. With respect to a series of Securities, on or prior to the consummation of the proposed transaction, the Issuers shall have by amendment to its Guarantee and this Indenture confirmed in writing that its Guarantee shall apply delivered to the obligations Trustee an Officers' Certificate and an Opinion of the Company Counsel, each stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or the surviving entity disposition and such supplemental indenture executed in accordance connection therewith comply with the Notes and this Indenture. The Trustee shall be entitled to conclusively rely upon such Officers' Certificate and Opinion of Counsel. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of all or substantially all of the properties and assets of one or more Subsidiaries, the Company's interest of Sun International or SINA, as applicable, in which constitutes all or substantially all of the Company's properties and assetsassets of Sun International or SINA, as applicable, shall be deemed to be the transfer of all or substantially all of the Company's properties and assetsassets of Sun International, or SINA, as applicable.

Limitation on Merger, Sale or Consolidation. The Company shall not Neither of the Issuers will, directly or indirectly, consolidate with or merge with or into another Person or, directly person or indirectly, sell, lease, convey or transfer all or substantially all of its assets (such amounts computed as to be computed each Issuer on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person person or group of affiliated Personspersons or adopt a Plan of Liquidation, unless: unless (1i) either (a) the Company Sun International or SINA, as applicable, is the continuing resulting surviving or transferee entity (the "Successor Company") or (b) the resulting, surviving or transferee entity Successor Company or, in the case of a plan Plan of liquidationLiquidation, the entity which receives the greatest value from such plan Plan of liquidation Liquidation is a corporation organized under the laws of the Commonwealth of the Bahamas (in the case of Sun International only) or the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the Company's obligations of Sun International or SINA, as applicable, in connection with the Notes Securities and this the Indenture; ; (2ii) no Default or Event of Default shall exist or shall occur immediately after giving effect on a pro forma basis to such transaction; ; and (3iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the consolidated surviving or transferee entity Successor Company or, in the case of a plan Plan of liquidationLiquidation, the entity which receives the greatest value from such plan Plan of liquidation Liquidation is at least equal to the Company's Consolidated Net Worth of Sun International or SINA, as applicable, immediately prior to such transaction; ; and (4iv) unless such transaction is solely the merger of the Company and one of the Company's previously existing Guarantors for the purpose of reincorporation into another jurisdiction and which transaction is not for the purpose of evading this provision and not in connection with any other transaction, immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or transferee entity Successor Company or, in the case of a plan Plan of liquidationLiquidation, the entity which receives the greatest value from such plan Plan of liquidation Liquidation would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio; and (5) each GuarantorRatio set forth in Section 4.10, shall have by amendment if such covenant applies to its Guarantee and this Indenture confirmed in writing that its Guarantee shall apply to the obligations a series of the Company or the surviving entity in accordance with the Notes and this Indenture. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of all or substantially all of the properties and assets of one or more Subsidiaries, the Company's interest in which constitutes all or substantially all of the Company's properties and assets, shall be deemed to be the transfer of all or substantially all of the Company's properties and assetsoutstanding Securities.