Common use of Limitations on Mergers, Consolidations and Sales of Assets Clause in Contracts

Limitations on Mergers, Consolidations and Sales of Assets. Neither the Company nor any Guarantor will consolidate or merge with or into, or sell, lease, convey or otherwise dispose of all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations under the Notes, the Guarantees or this Indenture (as an entirety or substantially in one transaction or in a series of related transactions), to any Person (in each case other than in a transaction in which the Company or a Restricted Subsidiary is the survivor of a consolidation or merger, or the transferee in a sale, lease, conveyance or other disposition) unless: (1) the Person formed by or surviving such consolidation or merger (if other than the Company or the Guarantor, as the case may be), or to which such sale, lease, conveyance or other disposition or assignment will be made (collectively, the “Successor”), is a corporation or other legal entity organized and existing under the laws of the United States or any state thereof or the District of Columbia, and the Successor assumes by supplemental indenture in a form reasonably satisfactory to the Trustee all of the obligations of the Company or the Guarantor, as the case may be, under the Notes or a Guarantee, as the case may be, and the Indenture, and (2) immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing. The foregoing provisions shall not apply to: (a) a transaction involving the sale or disposition of Capital Stock of a Guarantor, or the consolidation or merger of a Guarantor, or the sale, lease, conveyance or other disposition of all or substantially all of the assets of a Guarantor, that in any such case results in such Guarantor being released from its Guarantee pursuant to the Indenture, or (b) a transaction the purpose of which is to change the state of incorporation of the Company or any Guarantor. Upon any such consolidation, merger, sale, lease, conveyance or other disposition or assignment, the successor corporation will be substituted for the Company or the relevant Guarantor under the Indenture. The Successor may then exercise every power and right of the Company or the relevant Guarantor under the Indenture, and the Company or the relevant Guarantor will be released from all of its liabilities and obligations in respect of the Notes and the Indenture. If the Company or a Guarantor leases all or substantially all of its assets, the lessee corporation will be the Successor to the Company or such Guarantor and may exercise every power and right of the Company or such Guarantor under the Indenture, but the Company or such Guarantor will not be released from its obligations to pay the principal of and premium, if any, and interest, if any, on the Notes.

Limitations on Mergers, Consolidations and Sales of Assets. Neither the Company nor any Guarantor will consolidate or merge with or into, or sell, lease, convey or otherwise dispose of all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations under the Notes, the Guarantees or this Indenture (as an entirety or substantially in one transaction or in a series of related transactions), to any Person (in each case other than in a transaction in which the Company or a Restricted Subsidiary is the survivor of a consolidation or merger, or the transferee in a sale, lease, conveyance or other disposition) unless: : (1i) the Person formed by or surviving such consolidation or merger (if other than the Company or the Guarantor, as the case may be), or to which such sale, lease, conveyance or other disposition or assignment will be made (collectively, the “Successor”), is a corporation or other legal entity organized and existing under the laws of the United States or any state thereof or the District of Columbia, and the Successor assumes by supplemental indenture in a form reasonably satisfactory to the Trustee all of the obligations of the Company or the Guarantor, as the case may be, under the Notes or a Guarantee, as the case may be, and the Indenture, and (2ii) immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing, (iii) immediately after giving effect to such transaction and the use of any net proceeds therefrom, on a pro forma basis, the Consolidated Net Worth of the Company or the Successor (in the case of a transaction involving the Company), as the case may be, would be at least equal to the Consolidated Net Worth of the Company immediately prior to such transaction (exclusive of any adjustments to Consolidated Net Worth attributable to transaction costs). The foregoing provisions shall not apply to: to (ai) a transaction involving the sale or disposition of Capital Stock of a Guarantor, or the consolidation or merger of a Guarantor, or the sale, lease, conveyance or other disposition of all or substantially all of the assets of a Guarantor, that in any such case results in such Guarantor being released from its Guarantee pursuant to the Indenture, or Indenture or (bii) a transaction the purpose of which is to change the state of incorporation of the Company or any Guarantor. Upon any such consolidation, merger, sale, lease, conveyance or other disposition or assignment, the successor corporation will be substituted for the Company or the relevant Guarantor under the Indenture. The Successor may then exercise every power and right of the Company or the relevant Guarantor under the Indenture, and the Company or the relevant Guarantor will be released from all of its liabilities and obligations in respect of the Notes and the Indenture. If the Company or a Guarantor leases all or substantially all of its assets, the lessee corporation will be the Successor to the Company or such Guarantor and may exercise every power and right of the Company or such Guarantor under the Indenture, but the Company or such Guarantor will not be released from its obligations to pay the principal of and premium, if any, and interest, if any, on the Notes.

Limitations on Mergers, Consolidations and Sales of Assets. Neither the Company Borrower nor any Guarantor other Loan Party will consolidate or merge with or into, or sell, lease, convey or otherwise dispose of all or substantially all of its assets (including, without limitation, including by way of liquidation or dissolution), or assign any of its obligations under the Notes, the Guarantees or this Indenture Agreement and any other Loan Document (as an entirety or substantially as an entirety in one transaction or in a series of related transactions), to any Person (in each case other than in a transaction in which Holdings, the Company Borrower or a Restricted Subsidiary is the survivor of a consolidation or merger, or the transferee in a sale, lease, conveyance or other disposition) unless: (1i) the Person formed by or surviving such consolidation or merger (if other than Holdings, the Company Borrower or the Guarantorother Loan Parties, as the case may be), or to which such sale, lease, conveyance or other disposition or assignment will be made (collectively, the “Successor”), is a corporation or other legal entity organized and existing under the laws of the United States or any state thereof or the District of Columbia, and the Successor assumes by supplemental indenture amendment hereto in a form reasonably satisfactory to the Trustee Administrative Agent all of the obligations of Holdings, the Company Borrower or the Guarantorother Loan Parties, as the case may be, under the Notes or a Guaranteethis Agreement and any other Loan Document, as the case may be, and the Indenture, and, (2ii) immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing, and (iii) immediately after giving effect to such transaction, (A) Holdings (or its Successor) could incur at least $1.00 of Indebtedness pursuant to Section 6.03(a) hereof, or (B) the Consolidated Fixed Charge Coverage Ratio would be equal to or greater than the Consolidated Fixed Charge Coverage Ratio immediately prior to such transaction. The foregoing provisions shall not apply to: : (a1) a transaction involving the sale or disposition of Capital Stock of a Guarantor, or the consolidation or merger of a Guarantor, or the sale, lease, conveyance or other disposition of all or substantially all of the assets of a Guarantor, that in any such case results in such Guarantor being released from its Guarantee pursuant to the IndentureGuarantee, or or (b2) a transaction the purpose of which is to change the state of incorporation or formation of Holdings, the Company Borrower or any Guarantor. Upon any such consolidation, merger, sale, lease, conveyance or other disposition or assignment, the successor corporation will be substituted for the Company or the relevant Guarantor under the Indenture. The Successor may then exercise every power and right of the Company or the relevant Guarantor under the Indenture, and the Company or the relevant Guarantor will be released from all of its liabilities and obligations in respect of the Notes and the Indenture. If the Company or a Guarantor leases all or substantially all of its assets, the lessee corporation will be the Successor to the Company or such Guarantor and may exercise every power and right of the Company or such Guarantor under the Indenture, but the Company or such Guarantor will not be released from its obligations to pay the principal of and premium, if any, and interest, if any, on the NotesLoan Party.

Limitations on Mergers, Consolidations and Sales of Assets. Neither the Company nor any Guarantor will consolidate or merge with or into, or sell, lease, convey or otherwise dispose of all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations under the Notes, the Guarantees or this Indenture (as an entirety or substantially in one transaction or in a series of related transactions), to any Person (in each case other than in a transaction in which the Company or a Restricted Subsidiary is the survivor of a consolidation or merger, or the transferee in a sale, lease, conveyance or other disposition) unless: : (1i) the Person formed by or surviving such consolidation or merger (if other than the Company or the Guarantor, as the case may be), or to which such sale, lease, conveyance or other disposition or assignment will be made (collectively, the “"Successor”"), is a corporation or other legal entity organized and existing under the laws of the United States or any state thereof or the District of Columbia, and the Successor assumes by supplemental indenture in a form reasonably satisfactory to the Trustee all of the obligations of the Company or the Guarantor, as the case may be, under the Notes or a Guarantee, as the case may be, and the Indenture, and, (2a) immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuinghereof. The foregoing provisions shall not apply to: to (ai) a transaction involving the sale or disposition of Capital Stock of a Guarantor, or the consolidation or merger of a Guarantor, or the sale, lease, conveyance or other disposition of all or substantially all of the assets of a Guarantor, that in any such case results in such Guarantor being released from its Guarantee pursuant to the Indenture, or Indenture or (bii) a transaction the purpose of which is to change the state of incorporation of the Company or any Guarantor. Upon any such consolidation, merger, sale, lease, conveyance or other disposition or assignment, the successor corporation will be substituted for the Company or the relevant Guarantor under the Indenture. The Successor may then exercise every power and right of the Company or the relevant Guarantor under the Indenture, and the Company or the relevant Guarantor will be released from all of its liabilities and obligations in respect of the Notes and the Indenture. If the Company or a Guarantor leases all or substantially all of its assets, the lessee corporation will be the Successor to the Company or such Guarantor and may exercise every power and right of the Company or such Guarantor under the Indenture, but the Company or such Guarantor will not be released from its obligations to pay the principal of and premium, if any, and interest, if any, on the Notes.

Limitations on Mergers, Consolidations and Sales of Assets. Neither the Company company nor any Guarantor will consolidate or merge with or into, or sell, lease, convey or otherwise dispose of all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations under the Notes, the Guarantees or this Indenture (as an entirety or substantially in one transaction or in a series of related transactions), to any Person (in each case other than in a transaction in which the Company or a Restricted Subsidiary is the survivor of a consolidation or merger, or the transferee in a sale, lease, conveyance or other disposition) unless: : (1i) the Person formed by or surviving such consolidation or merger (if other than the Company or the Guarantor, as the case may be), or to which such sale, lease, conveyance or other disposition or assignment will be made (collectively, the “"Successor”"), is a corporation or other legal entity organized and existing under the laws of the United States or any state thereof or the District of Columbia, and the Successor assumes by supplemental indenture in a form reasonably satisfactory to the Trustee all of the obligations of the Company or the Guarantor, as the case may be, under the Notes or a Guarantee, as the case may be, and the Indenture, andunder (2a) immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuinghereof. The foregoing provisions shall not apply to: to (ai) a transaction involving the sale or disposition of Capital Stock of a Guarantor, or the consolidation or merger of a Guarantor, or the sale, lease, conveyance or other disposition of all or substantially all of the assets of a Guarantor, that in any such case results in such Guarantor being released from its Guarantee pursuant to the Indenture, or Indenture or (bii) a transaction the purpose of which is to change the state of incorporation of the Company or any Guarantor. Upon any such consolidation, merger, sale, lease, conveyance or other disposition or assignment, the successor corporation will be substituted for the Company or the relevant Guarantor under the Indenture. The Successor may then exercise every power and right of the Company or the relevant Guarantor under the Indenture, and the Company or the relevant Guarantor will be released from all of its liabilities and obligations in respect of the Notes and the Indenture. If the Company or a Guarantor leases all or substantially all of its assets, the lessee corporation will be the Successor to the Company or such Guarantor and may exercise every power and right of the Company or such Guarantor under the Indenture, but the Company or such Guarantor will not be released from its obligations to pay the principal of and premium, if any, and interest, if any, on the Notes.

Limitations on Mergers, Consolidations and Sales of Assets. Neither the Company nor any Guarantor will consolidate or merge with or into, or sell, lease, convey or otherwise dispose of all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations under the Notes, the Guarantees or this Indenture (as an entirety or substantially in one transaction or in a series of related transactions), to any Person (in each case other than in a transaction in which the Company or a Restricted Subsidiary is the survivor of a consolidation or merger, or the transferee in a sale, lease, conveyance or other disposition) unless: : (1i) the Person formed by or surviving such consolidation or merger (if other than the Company or the Guarantor, as the case may be), or to which such sale, lease, conveyance or other disposition or assignment will be made (collectively, the “Successor”"SUCCESSOR"), is a corporation or other legal entity organized and existing under the laws of the United States or any state thereof or the District of Columbia, and the Successor assumes by supplemental indenture in a form reasonably satisfactory to the Trustee all of the obligations of the Company or the Guarantor, as the case may be, under the Notes or a Guarantee, as the case may be, and the Indenture, and(ii) (2a) immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing. The foregoing provisions shall not apply to: to (ai) a transaction involving the sale or disposition of Capital Stock of a Guarantor, or the consolidation or merger of a Guarantor, or the sale, lease, conveyance or other disposition of all or substantially all of the assets of a Guarantor, that in any such case results in such Guarantor being released from its Guarantee pursuant to the Indenture, or Indenture or (bii) a transaction the purpose of which is to change the state of incorporation of the Company or any Guarantor. Upon any such consolidation, merger, sale, lease, conveyance or other disposition or assignment, the successor corporation will be substituted for the Company or the relevant Guarantor under the Indenture. The Successor may then exercise every power and right of the Company or the relevant Guarantor under the Indenture, and the Company or the relevant Guarantor will be released from all of its liabilities and obligations in respect of the Notes and the Indenture. If the Company or a Guarantor leases all or substantially all of its assets, the lessee corporation will be the Successor to the Company or such Guarantor and may exercise every power and right of the Company or such Guarantor under the Indenture, but the Company or such Guarantor will not be released from its obligations to pay the principal of and premium, if any, and interest, if any, on the Notes.

Limitations on Mergers, Consolidations and Sales of Assets. Neither the (a) The Company nor any Guarantor will may not consolidate or merge with or intointo (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its and its Subsidiaries’ properties or assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations under the Notes, the Guarantees or this Indenture (as an entirety or substantially on a consolidated basis) in one transaction or in a series of more related transactions)transactions to, to any Person (in each case other than in a transaction in which the Company or a Restricted Subsidiary is the survivor of a consolidation or mergeranother Person, or the transferee in a sale, lease, conveyance or other disposition) unless: (1i) the Company is the surviving entity or the Person formed by or surviving any such consolidation or merger (if other than the Company or the Guarantor, as the case may be), Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is (A) a corporation, partnership or assignment will be made (collectively, the “Successor”), is a corporation limited liability company organized or other legal entity organized and existing under the laws of the United States or States, any state thereof of the United States or the District of ColumbiaColumbia or (B) an entity organized or existing under the laws of a Permitted Foreign Jurisdiction; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company), or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (a) assumes all the obligations of the Company under the Notes and the Successor assumes by this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee all and (b) shall take such action (or agree to take such action) as may be necessary to cause any property or assets that constitute Collateral owned by or transferred to such Person to be subject to the Parity Liens in the manner and to the extent required under the Security Documents and shall deliver an Opinion of Counsel as to the obligations enforceability of any amendments, supplements or other instruments with respect to the Company or the GuarantorSecurity Documents to be executed, delivered, filed and recorded, as applicable, and such other matters as the case may be, under the Notes Trustee or a GuaranteeCollateral Agent, as the case applicable, may be, and the Indenture, andreasonably request; (2iii) immediately after giving effect to such transaction, no Default or Event of Default has exists; (iv) either (A) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, at the time of such transaction and immediately after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth Section 5.09(a) or (B) the Consolidated Interest Coverage Ratio of the Company or the Person formed by or surviving such transaction (if other than the Company) or to which such disposition shall have been made, calculated for the most recent four quarter period for which internal financial statements of the Company are available, after giving pro forma effect to such transaction and any related incurrence of Indebtedness, is continuing. The foregoing provisions shall not apply to(1) at least 2.0 to 1.0 or (2) equal to or greater than the Consolidated Interest Coverage Ratio of the Company determined for such period without giving effect to such transaction and incurrence of Indebtedness; (v) in the case of clause (a)(i)(B) above, in the event that the Person formed by or surviving such transaction is organized in a jurisdiction that is different from the jurisdiction in which the obligor on the Notes was organized immediately before giving effect to the transaction: (aA) such Person has delivered to the Trustee an Opinion of Counsel stating (i) that the obligations of such Person under this Indenture are enforceable under the laws such Permitted Foreign Jurisdiction of its formation subject to customary exceptions and (ii) Holders of Notes will not recognize any income, gain or loss for U.S. federal income tax purposes as a result of the transaction involving and except as may result from a change in the sale or disposition source of Capital Stock any interest income, will be subject to U.S. federal income tax on the same amount and at the same times as would have been the case if such transaction had not occurred; (B) such Person has agreed in writing to submit to New York jurisdiction and appoints an agent for the service of a Guarantor, process in New York; and (C) the Company’s Board of Directors or the consolidation comparable governing body of the Person formed by or surviving such transaction determines in good faith that such transaction will not adversely affect the interests of Holders of Notes in any material respect and a board resolution to that effect is delivered to the Trustee; and (vi) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; provided that clause (iv) shall no longer be applicable from and after the occurrence of a Guarantorany Investment Grade Rating Event. (b) For purposes of this Section 6.01, or the sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of a Guarantor, that in any such case results in such Guarantor being released from its Guarantee pursuant to the Indenture, or (b) a transaction the purpose of which is to change the state of incorporation one or more Subsidiaries of the Company Company, which properties or any Guarantor. Upon any such consolidationassets, merger, sale, lease, conveyance or other disposition or assignment, the successor corporation will be substituted for if held by the Company or the relevant Guarantor under the Indenture. The Successor may then exercise every power and right instead of the Company or the relevant Guarantor under the Indenturesuch Subsidiaries, and the Company or the relevant Guarantor will be released from all of its liabilities and obligations in respect of the Notes and the Indenture. If the Company or a Guarantor leases would constitute all or substantially all of its assets, the lessee corporation will be the Successor to the Company properties or such Guarantor and may exercise every power and right assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or such Guarantor under substantially all of the Indenture, but properties or assets of the Company. (c) This Section 6.01 will not apply to (i) a merger of the Company with an Affiliate or such Guarantor will not be released from statutory conversion solely for the purpose of reincorporating the Company in another jurisdiction or forming a direct or indirect holding company of the Company; and (ii) any merger, consolidation or sale, transfer, assignment, conveyance, lease or other disposition of assets between or among the Company and its obligations to pay the principal Restricted Subsidiaries, including by way of and premium, if any, and interest, if any, on the Notesmerger or consolidation.