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

Limitation on Merger, Sale or Consolidation. Neither of the Issuers will, directly or indirectly, consolidate with or merge with or into another person or sell, lease, convey or transfer all or substantially all of its assets (computed as to each Issuer on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons or adopt a Plan of Liquidation, unless (i) either (a) Sun International or SINA, as applicable, is the resulting surviving or transferee entity (the "Successor Company") or (b) the Successor Company 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 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 obligations of Sun International or SINA, as applicable, in connection with the Notes and the Indenture; (ii) no Default or Event of Default shall exist or shall occur immediately after giving effect on a pro forma basis to such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the Successor Company 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 Consolidated Net Worth of Sun International or SINA, as applicable, immediately prior to such transaction; and (iv) immediately after giving effect to such transaction on a pro forma basis, the Successor Company 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 set forth in Section 4.10. On or prior to the consummation of the proposed transaction, the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or disposition and such supplemental indenture executed in connection therewith comply with 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 interest of Sun International or SINA, as applicable, in which constitutes all or substantially all of the properties and assets of Sun International or SINA, as applicable, shall be deemed to be the transfer of all or substantially all of the properties and assets of Sun International, or SINA, as applicable.

Limitation on Merger, Sale or Consolidation. Neither of the Issuers will, directly or indirectly, 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 (computed as to each Issuer on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons or adopt a Plan plan of Liquidationliquidation, unless (i) either (a) Sun International or SINA, as applicable, the Company is the resulting surviving or transferee continuing entity (the "Successor Company") or (b) the Successor Company resulting, surviving or transferee entity 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 obligations of Sun International or SINA, as applicable, the Company in connection with the Notes and the this Indenture; (ii) no Default or Event of Default shall exist or shall occur immediately after giving effect on a pro forma basis to such transaction; and (iii) (unless such transaction is solely the merger of the Company and one of its previously existing Wholly-owned Subsidiaries which is also a Guarantor and such transaction is not in connection with any other transaction) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the Successor Company consolidated resulting, surviving or transferee entity or, in the case of a Plan plan of Liquidationliquidation, the entity which receives the greatest value from such Plan plan of Liquidation is at least equal to the Consolidated Net Worth of Sun International or SINA, as applicable, immediately prior to such transaction; and (iv) immediately after giving effect to such transaction on a pro forma basis, the Successor Company or, in the case of a Plan of Liquidation, the entity which receives the greatest value from such Plan of Liquidation liquidation would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.104.11. On Upon any consolidation or prior to merger or any transfer of all or substantially all of the assets of the Company or consummation of a plan of liquidation in accordance with the proposed transactionforegoing, the successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made or, in the case of a plan of liquidation, the entity which receives the greatest value from such plan of liquidation shall succeed to (except in the case of a lease), and be substituted for, and may exercise every right and power of, the Company shall have delivered to under this Indenture with the Trustee an Officers' Certificate same effect as if such successor corporation had been named therein as the Company, and an Opinion (except in the case of Counsel, each stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or disposition and such supplemental indenture executed in connection therewith comply with this Indenture. The Trustee a lease) the Company shall be entitled released from the obligations under the Notes and this Indenture except with respect to conclusively rely upon any obligations that arise from, or are related to, such Officers' Certificate and Opinion of Counseltransaction. 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 properties and assets of Sun International or SINA, as applicable, the Company shall be deemed to be the transfer of all or substantially all of the properties and assets of Sun International, or SINA, as applicablethe Company.

Limitation on Merger, Sale or Consolidation. Neither of the Issuers willThe Issuer will not, directly or indirectly, consolidate with or merge with or into another person Person or sell, lease, convey or transfer all or substantially all of its assets (computed as to each Issuer on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons or adopt a Plan of Liquidation, unless (i) either (a) Sun International or SINA, as applicable, the Issuer is the resulting surviving or transferee continuing entity (the "Successor Company") or (b) the Successor Company 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 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 obligations of Sun International or SINA, as applicable, the Issuer in connection with the Notes and the Indenture; (ii) no Default or Event of Default shall exist or shall occur immediately after giving effect on a pro forma basis to such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the Successor Company 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 at least equal to the Consolidated Net Worth of Sun International or SINA, as applicable, the Issuer immediately prior to such transaction; and (iv) immediately after giving effect to such transaction on a pro forma basis, the Successor Company 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 set forth in Section 4.10. On or prior to the consummation of the proposed transaction, the Company Issuer shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or disposition and such supplemental indenture executed in connection therewith comply complies with 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 Issuer's interest of Sun International or SINA, as applicable, in which constitutes all or substantially all of the properties and assets of Sun International or SINA, as applicable, the Issuer shall be deemed to be the transfer of all or substantially all of the properties and assets of Sun International, or SINA, as applicablethe Issuer.

Limitation on Merger, Sale or Consolidation. Neither of the Issuers will, directly or indirectly, 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 (computed as to each Issuer on a consolidated basis), whether in a single transaction or a series of related transactions, to another Person or group of affiliated Persons or adopt a Plan plan of Liquidationliquidation, unless (i) either (a) Sun International or SINA, as applicable, the Company is the resulting surviving or transferee continuing entity (the "Successor Company") or (b) the Successor Company resulting, surviving or transferee entity 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 obligations of Sun International or SINA, as applicable, the Company in connection with the Notes Securities and the this Indenture; (ii) no Default or Event of Default shall exist or shall occur immediately after giving effect on a pro forma basis to such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the Successor Company consolidated surviving or transferee entity 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 Consolidated Net Worth of Sun International or SINA, as applicable, the Company immediately prior to such transaction; and (iv) immediately after giving effect to such transaction on a pro forma basis, the Successor Company consolidated resulting, surviving or transferee entity 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 set forth in Section 4.104.11. On Upon any consolidation or prior to merger or any transfer of all or substantially all of the assets of the Company or consummation of a plan of liquidation in accordance with the proposed transactionforegoing, the successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made or, in the case of a plan of liquidation, the entity which receives the greatest value from such plan of liquidation shall succeed to, and (except in the case of a lease) be substituted for, and may exercise every right and power of, the Company shall have delivered to under this Indenture with the Trustee an Officers' Certificate same effect as if such successor corporation had been named therein as the Company, and an Opinion (except in the case of Counsel, each stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or disposition and such supplemental indenture executed in connection therewith comply with this Indenture. The Trustee a lease) the Company shall be entitled released from the obligations under the Securities and this Indenture except with respect to conclusively rely upon any obligations that arise from, or are related to, such Officers' Certificate and Opinion of Counseltransaction. 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 properties and assets of Sun International or SINA, as applicable, the Company on a consolidated basis shall be deemed to be the transfer of all or substantially all of the properties and assets of Sun International, or SINA, as applicablethe Company.

Limitation on Merger, Sale or Consolidation. Neither of the Issuers will, directly or indirectly, The Trust will not consolidate with or merge with or into another person or sell, lease, convey or transfer all or substantially all of its assets (computed as to 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 Persons persons or adopt a Plan plan of Liquidationliquidation, unless (i) either (a) Sun International or SINA, as applicable, the Trust is the resulting surviving or transferee continuing entity (the "Successor Company") or (b) the Successor Company resulting, surviving or transferee entity 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 or limited liability company 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 obligations of Sun International or SINA, as applicable, the Trust in connection with the Notes and the Indenture; (ii) no Default or Event of Default shall exist or shall occur immediately after giving effect on a pro forma basis to such transaction; (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the Successor Company consolidated surviving or transferee entity 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 Consolidated Net Worth of Sun International or SINA, as applicable, the Trust immediately prior to such transaction; transaction and (iv) immediately after giving effect to such the transaction on a pro forma basisPro Forma Basis, the Successor Company consolidated resulting, surviving or transferee entity 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 set forth in Section 4.10. On Notwithstanding anything contained in this Indenture to the contrary, the Trust is permitted to contribute all of the Equity Interests of the Subsidiaries then held by the Trust (other than the Equity Interests of the Subsidiary which is to receive such contribution from the Trust) to Venture Holdings Corporation or other successor to the Trust (a "Trust Contribution"), provided that (A) any successor or surviving corporation or limited liability company is organized and existing under the laws of the United States, any state thereof or the District of Columbia, (B) such contribution or reorganization is not materially adverse to Holders of the Notes; it being understood, however, that such contribution or reorganization shall not be considered materially adverse to Holders of the Notes solely because the successor or surviving corporation or limited liability company is subject to income taxation as a corporate entity, (C) immediately after giving effect to such transaction, no Default or Event of Default exists, (D) the actions comprising such contribution or reorganization (e.g., the contribution of Capital Stock of the Subsidiaries, or the issuance of Capital Stock of the corporation or limited liability company in exchange for assets of or Equity Interests in the Trust or in exchange for Capital Stock of a corporation or limited liability company holding such Equity Interests, or the merger or consolidation of such corporations or limited liability companies) will not themselves directly result in material income tax liability to the successor or surviving corporation or limited liability company, (E) the successor or surviving corporation or limited liability company has assumed all obligations of the Trust, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Notes and hereunder and (F) Holders of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such contribution or reorganization and will be subject to federal income tax on the same amounts, in the same manner, and at the same time as would have been the case if such contribution or reorganization had not occurred. If the successor or surviving corporation or limited liability company after a Trust Contribution is not a corporation described in Section 1361(a)(1) of the Code or a limited liability company that is disregarded as an entity separate from its owners under the Code, the Trust's ability to make Trust Tax Distributions must terminate prior to such contribution or reorganization (except with respect to tax distributions in respect of taxable periods ending on or prior to the consummation date such contribution or reorganization is effective for relevant tax purposes), other than tax distributions in respect of Beneficiaries' income tax liability that results from the proposed transaction, the Company actions comprising such contribution or reorganization. The Trust shall have delivered deliver to the Trustee prior to such contribution or reorganization an Officersofficers' Certificate certificate covering clauses (A) through (F) and an Opinion the preceding sentence of Counselthis paragraph, each stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease contribution or disposition reorganization and such supplemental indenture executed in connection therewith comply with the Indenture, and an opinion of counsel covering clauses (A), (D), (E) and (F) above and the preceding sentence of this Indentureparagraph. The Trustee Neither any Guarantor nor any Issuer (other than the Trust) shall be entitled consolidate or merge with or into (whether or not such Guarantor or Issuer is the surviving person) another person (other than an Issuer or Guarantor) unless (i), subject to conclusively rely upon such Officers' Certificate and Opinion the provisions of Counsel. For purposes of the foregoingSection 11.4, the transfer person formed by or surviving any such consolidation or merger (by leaseif other than such Guarantor or Issuer) assumes all the obligations of such Guarantor or Issuer pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, assignmentpursuant to which such person shall unconditionally guarantee or assume, sale or otherwise) of all or substantially on a senior basis, all of such Guarantor's or Issuer's obligations under the properties Indenture on the terms set forth in the Indenture; and assets (ii) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of one or more Subsidiaries, the interest of Sun International or SINA, as applicable, in which constitutes all or substantially all of the properties and assets of Sun International or SINA, as applicable, Default shall be deemed to be the transfer of all or substantially all of the properties and assets of Sun International, or SINA, as applicablehave occurred on a Pro Forma Basis.