MERGER, CONSOLIDATION, AMALGAMATION OR SALE OF ASSETS. SECTION 4.1. When the Issuer and Guarantors May Merge, Amalgamate or Otherwise Dispose of Assets.
(a) The Issuer shall not consolidate, merge or amalgamate with or into or wind up into (whether or not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person unless:
(i) the Issuer is the surviving Person or the Person formed by or surviving any such consolidation, merger, amalgamation or winding up (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia (the Issuer or such Person, as the case may be, being herein called the “Successor Company”) or, if such entity is not organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, a co-obligor of the Notes is organized or existing under such laws;
(ii) the Successor Company (if other than the Issuer) expressly assumes all the obligations of the Issuer under this Indenture and the Notes pursuant to one or more supplemental indentures or other documents or instruments;
(iii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, either:
(1) the Issuer (or a Successor Company, if applicable) would be permitted to Incur at least $1.00 of additional Indebtedness as Ratio Debt; or
(2) the Fixed Charge Coverage Ratio for the Issuer (or the Successor Company, if applicable) would be equal to or greater than such ratio for the Issuer (or the Successor Company, if applicable) and its Restricted Subsidiaries immediately prior to such transaction; and
(v) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each ...
MERGER, CONSOLIDATION, AMALGAMATION OR SALE OF ASSETS. When the Issuer May Merge, Amalgamate or Otherwise Dispose of Assets 94
MERGER, CONSOLIDATION, AMALGAMATION OR SALE OF ASSETS. When the Issuer and Guarantors May Merge, Amalgamate or Otherwise Dispose of Assets 98
MERGER, CONSOLIDATION, AMALGAMATION OR SALE OF ASSETS. (a) The Issuer will not, and will not permit any of its Subsidiaries directly or indirectly to:
(i) enter into any transaction of merger or consolidation except, that upon not less than ten (10) Business Days prior written notice to the Holders, any wholly owned Subsidiary of the Issuer may be merged with or into the Issuer (provided that the Issuer is the surviving entity) or any other wholly owned Subsidiary of the Issuer; or
(ii) liquidate (provided that a Subsidiary may liquidate into the Issuer or another Subsidiary), wind-up or dissolve itself (or suffer any liquidation or dissolution); provided that both before and immediately after giving effect to any such transaction permissible pursuant to Section 10.1(a)(i) or (ii), no Event of Default shall have occurred and be continuing.
MERGER, CONSOLIDATION, AMALGAMATION OR SALE OF ASSETS. (a) The Issuer will not, directly or indirectly:
(i) consolidate, amalgamate or merge with or into another Person (regardless of whether the Issuer is the surviving Person); or
(ii) sell, assign, lease, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Issuer and its Subsidiaries taken as a whole, in one or more related transactions, to another Person, Unless both before and immediately after giving effect to any such transaction no Event of Default shall have occurred and be continuing.
(b) Upon the consummation of any transaction specified in Section 11.1(a): (i) any continuing successor Person formed by the consolidation or amalgamation or into which the Issuer is merged or to which the sale, assignment, transfer, conveyance or other disposition is made, will succeed to and be substituted for the Issuer, and may exercise every right and power of the Issuer under this Indenture with the same effect as if the successor had been named as the Issuer therein, and (ii) the Issuer will be released and discharged from liability under this Indenture and the Trustee will execute any documents which it may be advised are necessary or advisable for effecting or evidencing such release and discharge.
(c) This Section 11.1 will not apply to:
(i) a merger of the Issuer with a Subsidiary or Affiliate solely for the purpose of reincorporating or continuing the Issuer in another jurisdiction; or
(ii) any consolidation, amalgamation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Issuer and its Subsidiaries. 72
