Merger, Consolidation and Sale. If at any time, a consolidation or merger of the Corporation with or into another corporation (other than a consolidation or merger in which the Corporation is the continuing corporation and which does not result in any reclassification or change of outstanding shares issuable upon exercise of the Warrants), or sale or transfer of all or substantially all of its assets to another corporation, is effective, then, as a condition of the consolidation, merger or sale, the holder(s) of the Warrants then outstanding shall have the right to exercise the Warrants for the kind and amount of shares and other securities and property receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock which might have been purchased upon exercise of the Warrants immediately prior to the consolidation, merger, sale or transfer and provision shall be made whereby the Warrant Holder after the transaction shall have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants, the same number of shares purchasable immediately prior to the transaction upon the exercise of the rights represented by the Warrants. The Corporation shall not effect any consolidation, merger, transfer or sale unless, prior to the consummation of the transaction, the successor corporation (if other than the Corporation) resulting from the consolidation or merger, or the corporation purchasing the assets of the Corporation, assumes by written instrument executed and delivered to the Warrant Agent and the Warrant Holder the obligation to deliver to the Warrant Holder the shares of stock in accordance with the preceding sentence.
Merger, Consolidation and Sale of Assets 76 Section 5.02. Successor Corporation Substituted 78 ARTICLE 6.
Merger, Consolidation and Sale of Assets by redesignating clause (g) thereof as clause (h) and inserting before the word "or" preceding redesignated clause (h) the following new clause (g):
Merger, Consolidation and Sale of Assets of the ----------------------------------------------- Company. -------
Merger, Consolidation and Sale of Assets; and · Section 5.02. Successor Corporation Substituted;
Merger, Consolidation and Sale of All or Substantially All Assets by the Company and Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, (x) consolidate with, or merge into, any other Person or permit any other Person to consolidate with, or merge into, it (except that a Restricted Subsidiary may consolidate with, or merge into, the Company or another Restricted Subsidiary) or (y) except as specifically permitted under paragraph 6B(iii) of this Agreement, sell all or substantially all of its assets to any other Person.
Merger, Consolidation and Sale. The Company will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the property and assets of the Company and its Subsidiaries, taken as a whole, to any Person or Persons, unless:
Merger, Consolidation and Sale of All or Substantially All Assets 75 Section 5.02. Successor Corporation Substituted 78 ARTICLE VI DEFAULTS AND REMEDIES Section 6.01. Events of Default 78 Section 6.02. Acceleration 79 Section 6.03. Other Remedies 80 Section 6.04. Waiver of Defaults 80 Section 6.05. Control by Majority 80 Section 6.06. Limitation on Suits 81 Section 6.07. Rights of Holders to Receive Payment 81 Section 6.08. Collection Suit by Trustee 81 Section 6.09. Restoration of Rights and Remedies 81 Section 6.10. Rights and Remedies Cumulative 81 Section 6.11. Delay or Omission Not Waiver 82 Section 6.12. Trustee May File Proofs of Claim 82 Section 6.13. Priorities 82 Section 6.14. Undertaking for Costs 83 ARTICLE VII TRUSTEE Section 7.01. Duties of Trustee 83 Section 7.02. Rights of Trustee 84 Section 7.03. Individual Rights of Trustee 84 Section 7.04. Trustee’s Disclaimer 85 Section 7.05. Notice of Defaults 85 Section 7.06. Reports by Trustee to Holders 85 Section 7.07. Compensation and Indemnity 85 Section 7.08. Replacement of Trustee 86 Section 7.09. Successor Trustee by Merger, Etc. 87 Section 7.10. Eligibility; Disqualification 87 Page Section 7.11. Preferential Collection of Claims Against Issuers 87 ARTICLE VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance 87 Section 8.02. Legal Defeasance and Discharge 87 Section 8.03. Covenant Defeasance 88 Section 8.04. Conditions to Legal or Covenant Defeasance 88 Section 8.05. Deposited Cash and U.S. Government Securities to Be Held in Trust; Other Miscellaneous Provisions 89 Section 8.06. Repayment to Issuers 90 Section 8.07. Reinstatement 90 ARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVER Section 9.01. Without Consent of Holders of Notes 90 Section 9.02. With Consent of Holders of Notes 91 Section 9.03. Compliance with Trust Indenture Act 93 Section 9.04. Revocation and Effect of Consents 93 Section 9.05. Notation on or Exchange of Notes 93 Section 9.06. Trustee to Sign Amendments, Etc. 93 Section 9.07. Payment for Consent 93 ARTICLE X
Merger, Consolidation and Sale of Assets of the ----------------------------------------------- Company. ------- The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets (computed on a consolidated basis) to, any Person, unless: (i) the resulting, surviving or transferee Person (if not the Company) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and such Person shall expressly assume, by an indenture supplemental to this Indenture, executed and delivered to the Trustee, all the obligations of the Company under the Notes and this Indenture; (ii) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction, the resulting, surviving or transferee Person would be able to Incur at least $1.00 of Indebtedness pursuant to Section (a) of Section 4.13; (iv) immediately after giving effect to such transaction, the resulting, surviving or transferee Person shall have Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company prior to such transaction; and (v) the Company shall have delivered to the Trustee an Officers' Certificate and if a supplemental indenture is required, an Opinion of Counsel (in no event, however, shall such Opinion of Counsel cover financial ratios, the solvency of any Person or any other financial or statistical data or information), each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture.
Merger, Consolidation and Sale. The Trust will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Subsidiary of the Trust to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the property and assets of the Trust and its Subsidiaries, taken as a whole, to any Person or Persons, unless:
