Common use of Merger, Consolidation and Sale of Assets of the Company Clause in Contracts

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 or group of affiliated Persons, unless: (i) the resulting, surviving or transferee Person shall be the Company or, if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (the "Successor Company"), and such Successor Company 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 (and the Subsidiary Guarantees shall be confirmed as applying to such Person's obligations); (ii) at the time of and 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 or Event of 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; and (iv) the Company shall have delivered to the Trustee an Officers' Certificate and if a supplemental indenture is required, an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the 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 properties and assets of the Company shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing, the Company may merge with or into, or convey, transfer or lease all or substantially all of its assets to, any Subsidiary Guarantor, and a Subsidiary Guarantor may merge with or into, or convey, transfer or lease all or substantially all of its assets to, any other Subsidiary Guarantor or the Company.

Merger, Consolidation and Sale of Assets of the Company. (a) The Company shall will not, in a single transaction or a series of related transactions, consolidate with or merge with or intointo any Person, or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all its of the Company's assets (computed determined on a consolidated basis) tobasis for the Company and its Restricted Subsidiaries), whether as an entirety or substantially as an entirety, to any Person or group of affiliated Persons, unless: (1) either: (iA) the resulting, surviving or transferee Person Company shall be the Company or, surviving or continuing corporation or (B) the Person (if not other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and its Restricted Subsidiaries as an entirety or substantially as an entirety (the "Surviving Entity") (x) shall be a corporation organized and validly existing under the laws of the United States of America, or any State state thereof or the District of Columbia and (the "Successor Company"), and such Successor Company y) shall expressly assume, by an supplemental indenture supplemental (in form and substance reasonably satisfactory to this Indenturethe Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of and premium, if any, and interest (including, without limitation, any Additional Interest) on all of the obligations Notes and the performance of every covenant of the Notes, this Indenture and the Registration Rights Agreement on the part of the Company under the Notes and this Indenture to be performed or observed; (2) immediately after giving effect to such transaction and the Subsidiary Guarantees assumption contemplated by clause (l)(B)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall be confirmed as applying able to such Person's obligations); incur at least $1.00 of additional Indebtedness (iiother than Permitted Indebtedness) at the time of in compliance with Section 4.12; (3) immediately before and immediately after giving effect to such transaction or transactions on a pro forma basis and the assumption contemplated by clause (and treating l)(B)(y) above (including, without limitation, giving effect to any Indebtedness which becomes an obligation of the resulting, surviving and Acquired Indebtedness incurred or transferee Person anticipated to be incurred and any Lien granted in connection with or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time in respect of such transaction), no Default or Event of Default shall have occurred and be continuing; and (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; and (iv4) the Company or the Surviving Entity, as the case may be, shall have delivered to the Trustee an Officers' Certificate and if a supplemental indenture is required, an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, transfer, lease, conveyance or transfer and other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture (if any) comply complies with the Indenture. applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. (b) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties and or assets of one or more Subsidiaries, Restricted Subsidiaries of the Company's interest in Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. . (c) Notwithstanding the foregoing, the merger of the Company may merge with or intoan Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction shall be permitted without regard to Section 5.01 (a)(2) hereof. (d) Notwithstanding the foregoing, or convey, transfer or lease all or substantially all of its assets to, any Subsidiary Guarantor, and a Subsidiary Guarantor may merge with or into, or convey, transfer or lease all or substantially all of its assets to, any other Subsidiary Guarantor or the CompanyMerger Transaction shall be permitted without regard to Section 5.01 (a) hereof.

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 sell, assign, convey, transfer transfer, lease or lease otherwise dispose of all or substantially all its assets (computed on a consolidated basis) to, any Person or group of affiliated Persons, unless: (i) the resulting, surviving or transferee Person 50 shall be the Company or, if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (the "Successor Company"), and such Successor Company shall expressly assume, by an indenture supplemental to this IndentureIndenture in a form reasonably satisfactory to the Trustee, executed and delivered to the Trustee, all the obligations of the Company under the Notes and this Indenture (and the Subsidiary Guarantees shall be confirmed as applying to such Person's obligations); (ii) at the time of and 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 or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction (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, ) the resulting, surviving or transferee Person would be able to Incur at least $1.00 of Indebtedness pursuant to Section clause (a) of Section 4.13; and (iv) the Company shall have delivered to the Trustee an Officers' Certificate and if a supplemental indenture is required, an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. Notwithstanding the foregoing, (i) the consolidation or merger of the Company with, or (ii) the sale, assignment, conveyance, transfer, lease or other disposition by the Company of all or substantially all of its property or assets to, one or more Subsidiaries of the Company shall not relieve the Company from its obligations under the Notes and this Indenture. For purposes of the foregoing, the transfer (by leasesale, assignment, sale conveyance, transfer, lease 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 properties and assets of the Company shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing, the Company may merge with or into, or convey, transfer or lease all or substantially all of its assets to, any Subsidiary Guarantor, and a Subsidiary Guarantor may merge with or into, or convey, transfer or lease all or substantially all of its assets to, any other Subsidiary Guarantor or the Company.

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 or group of affiliated Persons, unless: (i) the resulting, surviving or transferee Person shall be the Company or, if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (the "Successor Company"), and such Successor Company 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 (and the Subsidiary Guarantees shall be confirmed as applying to such Person's obligations); (ii) at the time of and 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 or Event of 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 paragraph (a) of Section 4.13; and (iv) the Company shall have delivered to the Trustee an Officers' Certificate and if a supplemental indenture is required, an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the 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 properties and assets of the Company shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing, the Company may merge with or into, or convey, transfer or lease all or substantially all of its assets to, any Subsidiary Guarantor, and a Subsidiary Guarantor may merge with or into, or convey, transfer or lease all or substantially all of its assets to, any other Subsidiary Guarantor or the Company.

Merger, Consolidation and Sale of Assets of the Company. The Company shall will 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 or group of affiliated Persons, unless: (i) the resulting, surviving or transferee Person shall be the Company or, if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (the "Successor Company"), and such Successor Company 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 (and the Subsidiary Guarantees shall be confirmed as applying to such Person's obligations); (ii) at the time of and 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 or Event of 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 paragraph (a) of Section 4.13; and (iv) the Company shall have delivered to the Trustee an Officers' Certificate and if a supplemental indenture is required, an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the 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 properties and assets of the Company shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing, the Company may merge with or into, or convey, transfer or lease all or substantially all of its assets to, any Subsidiary Guarantor, and a Subsidiary Guarantor may merge with or into, or convey, transfer or lease all or substantially all of its assets to, any other Subsidiary Guarantor or the Company.

Merger, Consolidation and Sale of Assets of the Company. (a) The Company shall will not, in a single transaction or a series of related transactions, consolidate with or merge with or intointo any Person, or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all its of the Company's assets (computed determined on a consolidated basis) tobasis for the Company and its Restricted Subsidiaries), whether as an entirety or substantially as an entirety, to any Person or group of affiliated Persons, unless: : (i) either: (A) the resulting, surviving or transferee Person Company shall be the Company or, surviving or continuing corporation or (B) the Person (if not other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and its Restricted Subsidiaries as an entirety or substantially as an entirety (the "Surviving Entity") (x) shall be a corporation organized and validly existing under the laws of the United States of America, or any State state thereof or the District of Columbia and (the "Successor Company"), and such Successor Company y) shall expressly assume, by an supplemental indenture supplemental (in form and substance reasonably satisfactory to this Indenturethe Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of and premium, if any, and interest (including, without limitation, any Additional Interest) on all of the obligations Notes and the performance of every covenant of the Notes, this Indenture and the Registration Rights Agreement on the part of the Company under the Notes and this Indenture (and the Subsidiary Guarantees shall to be confirmed as applying to such Person's obligations); performed or observed; (ii) immediately after giving pro forma effect to such transaction or series of transactions and the assumption contemplated by clause (i)(B)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), (A) the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12 or (B) the time Consolidated Fixed Charge Coverage Ratio of the Surviving Entity shall not be less than the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries immediately prior to such transaction or series of transactions; provided, however, that this clause (ii) shall no longer be applicable during any Suspension Period; (iii) immediately after giving effect to such transaction or series of transactions on a pro forma basis and the assumption contemplated by clause (and treating i)(B)(y) above (including, without limitation, giving effect to any Indebtedness which becomes an obligation of the resulting, surviving and Acquired Indebtedness incurred or transferee Person anticipated to be incurred and any Lien granted in connection with or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time in respect of such transaction), no Default or Event of 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; and and (iv) the Company or the Surviving Entity, as the case may be, shall have delivered to the Trustee an Officers' Certificate and if a supplemental indenture is required, an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, transfer, lease, conveyance or transfer and other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture (if any) comply complies with the Indenture. applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. (b) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties and or assets of one or more Subsidiaries, Restricted Subsidiaries of the Company's interest in Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. . (c) Notwithstanding the foregoing, the merger of the Company may merge with or into, or convey, transfer or lease all or substantially all an Affiliate incorporated solely for the purpose of its assets to, any Subsidiary Guarantor, and a Subsidiary Guarantor may merge with or into, or convey, transfer or lease all or substantially all of its assets to, any other Subsidiary Guarantor or reincorporating the CompanyCompany in another jurisdiction shall be permitted without regard to Section 5.01(a)(ii) hereof.

Merger, Consolidation and Sale of Assets of the Company. (a) The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or intointo any Person, or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all its of the Company's assets (computed determined on a consolidated basis) tobasis for the Company and its Restricted Subsidiaries), whether as an entirety or substantially as an entirety, to any Person or group of affiliated Persons, unless: : (i1) either (A) the resulting, surviving or transferee Person Company shall be the Company or, surviving or continuing corporation or (B) the Person (if not other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and its Restricted Subsidiaries substantially as an entirety (the "Surviving Entity") (x) shall be a corporation organized and validly existing under the laws of the United States of America, or any State state thereof or the District of Columbia and (the "Successor Company"), and such Successor Company y) shall expressly assume, by an supplemental indenture supplemental (in form and substance reasonably satisfactory to this Indenturethe Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of and premium, if any, and interest on all of the obligations Notes and the performance of every covenant of the Notes, this Indenture and, if applicable, the Registration Rights Agreement on the part of the Company under the Notes and this Indenture to be performed or observed; (2) immediately after giving effect to such transaction and the Subsidiary Guarantees assumption contemplated by clause (1)(B)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall be confirmed as applying able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12; (3) immediately after giving effect to such Person's obligations); transaction, the Company or the Surviving Entity, as the case may be, will have Consolidated Net Worth in an amount that is not less than the Consolidated Net Worth of the Company immediately prior to such transaction; (ii4) at the time of immediately before and immediately after giving effect to such transaction or transactions on a pro forma basis and the assumption contemplated by clause (and treating 1)(B)(y) above (including, without limitation, giving effect to any Indebtedness which becomes an obligation of the resulting, surviving and Acquired Indebtedness incurred or transferee Person anticipated to be incurred and any Lien granted in connection with or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time in respect of such transaction), no Default or Event of Default shall have occurred and be continuing; and (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; and (iv5) the Company or the Surviving Entity, as the case may be, shall have delivered to the Trustee an Officers' Certificate and if a supplemental indenture is required, an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, transfer, lease, conveyance or transfer and other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture (if any) comply complies with the Indenture. applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. (b) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties and assets of one or more SubsidiariesRestricted Subsidiaries of the Company, the Company's interest in Capital Stock of which constitutes all or substantially all of the properties and assets of the Company Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. . (c) Notwithstanding the foregoing, the merger of the Company may merge with or into, or convey, transfer or lease all or substantially all an Affiliate incorporated solely for the purpose of its assets to, any Subsidiary Guarantor, reincorporating the Company in another jurisdiction shall be permitted without regard to Section 5.01(a)(2) and a Subsidiary Guarantor may merge with or into, or convey, transfer or lease all or substantially all of its assets to, any other Subsidiary Guarantor or the Company(3) hereof.

Merger, Consolidation and Sale of Assets of the Company. The Company shall will 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 or group of affiliated Persons, unless: (i) the resulting, surviving or transferee Person shall be the Company or, if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (the "Successor Company"), and such Successor Company 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 (and the Subsidiary Guarantees shall be confirmed as applying to such Person's obligations); (ii) at the time of and 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 or Event of 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 paragraph (a) of Section 4.13; and (iv) the Company shall have delivered to the Trustee an Officers' Certificate and if a supplemental indenture is required, an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture. this Article V. 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 properties and assets of the Company shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing, the Company may merge with or into, or convey, transfer or lease all or substantially all of its assets to, any Subsidiary Guarantor, and a Subsidiary Guarantor may merge with or into, or convey, transfer or lease all or substantially all of its assets to, any other Subsidiary Guarantor or the Company.

Merger, Consolidation and Sale of Assets of the Company. The Company shall not, in a single transaction or a series of related transactions, not consolidate with or merge with or into, or convey, transfer or lease lease, in one transaction or a series of transactions, all or substantially all its assets (computed on a consolidated basis) to, any Person or group of affiliated PersonsPerson, unless: : (i1) the resulting, surviving or transferee Person shall be (the Company or, if not the "Successor --------- Company, ") shall be a corporation Person organized and existing under the laws of the ------- United States of America, any State thereof or the District of Columbia (and the "Successor Company"), and such Successor Company (if not the Company) shall expressly assume, by an indenture supplemental to this Indenturethereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes and Notes, this Indenture (and the Subsidiary Guarantees shall be confirmed as applying to such Person's obligations); Registration Rights Agreement; (ii2) at the time of and 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 Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Person Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; ; (iii3) immediately after giving effect to such transaction, the resulting, surviving or transferee Person Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section paragraph (ab) of Section 4.13; and ; (iv4) immediately after giving effect to such transaction, the Successor Company shall have Consolidated Net Worth in an amount that is not less than the Consolidated Net Worth of the Company immediately prior to such transaction; (5) the Company shall have delivered to the Trustee an Officers' Certificate and if a supplemental indenture is required, an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the this Indenture. For purposes of the foregoing, the transfer ; and (by lease, assignment, sale or otherwise6) 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 properties and assets of the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such transaction and will be deemed subject to be Federal income tax on the transfer of all or substantially all of same amounts, in the properties same manner and assets of at the Companysame times as would have been the case if such transaction had not occurred. Notwithstanding the foregoing, the Company any Restricted Subsidiary may consolidate with, merge with into or into, or convey, transfer or lease all or substantially all part of its properties and assets to, any Subsidiary Guarantor, and a Subsidiary Guarantor may merge with or into, or convey, transfer or lease all or substantially all of its assets to, any other Subsidiary Guarantor or to the Company.

Merger, Consolidation and Sale of Assets of the Company. (a) The Company shall will not, in a single transaction or a series of related transactions, consolidate with or merge with or intointo any Person, or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all its of the Company's assets (computed determined on a consolidated basis) tobasis for the Company and its Restricted Subsidiaries), whether as an entirety or substantially as an entirety, to any Person or group of affiliated Persons, unless: (1) either: (iA) the resulting, surviving or transferee Person Company shall be the Company or, surviving or continuing corporation or (B) the Person (if not other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and its Restricted Subsidiaries as an entirety or substantially as an entirety (the "Surviving Entity") (x) shall be a corporation organized and validly existing under the laws of the United States of America, or any State state thereof or the District of Columbia and (the "Successor Company"), and such Successor Company y) shall expressly assume, by an supplemental indenture supplemental (in form and substance reasonably satisfactory to this Indenturethe Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of and premium, if any, and interest (including, without limitation, any Additional Interest) on all of the obligations Notes and the performance of every covenant of the Notes, this Indenture and the Registration Rights Agreement on the part of the Company under the Notes and this Indenture to be performed or observed; (2) immediately after giving effect to such transaction and the Subsidiary Guarantees assumption contemplated by clause (1)(B)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall be confirmed as applying able to such Person's obligations); incur at least $1.00 of additional Indebtedness (iiother than Permitted Indebtedness) at the time of in compliance with Section 4.12; (3) immediately before and immediately after giving effect to such transaction or transactions on a pro forma basis and the assumption contemplated by clause (and treating 1)(B)(y) above (including, without limitation, giving effect to any Indebtedness which becomes an obligation of the resulting, surviving and Acquired Indebtedness incurred or transferee Person anticipated to be incurred and any Lien granted in connection with or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time in respect of such transaction), no Default or Event of Default shall have occurred and be continuing; and (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; and (iv4) the Company or the Surviving Entity, as the case may be, shall have delivered to the Trustee an Officers' Certificate and if a supplemental indenture is required, an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, transfer, lease, conveyance or transfer and other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture (if any) comply complies with the Indenture. applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. (b) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties and or assets of one or more Subsidiaries, Restricted Subsidiaries of the Company's interest in Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. . (c) Notwithstanding the foregoing, the merger of the Company may merge with or into, or convey, transfer or lease all or substantially all an Affiliate incorporated solely for the purpose of its assets to, any Subsidiary Guarantor, and a Subsidiary Guarantor may merge with or into, or convey, transfer or lease all or substantially all of its assets to, any other Subsidiary Guarantor or reincorporating the CompanyCompany in another jurisdiction shall be permitted without regard to Section 5.01(a)(2) hereof.

Merger, Consolidation and Sale of Assets of the Company. (a) The Company shall will not, in a single transaction or a series of related transactions, consolidate with or merge with or intointo any Person, or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all its of the Company’s assets (computed determined on a consolidated basis) tobasis for the Company and its Restricted Subsidiaries), whether as an entirety or substantially as an entirety, to any Person or group of affiliated Persons, unless: : (i) either: (A) the resulting, surviving or transferee Person Company shall be the Company or, surviving or continuing corporation or (B) the Person (if not other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and its Restricted Subsidiaries as an entirety or substantially as an entirety (the “Surviving Entity”) (x) shall be a corporation organized and validly existing under the laws of the United States of America, or any State state thereof or the District of Columbia and (the "Successor Company"), and such Successor Company y) shall expressly assume, by an supplemental indenture supplemental (in form and substance reasonably satisfactory to this Indenturethe Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of and premium, if any, and interest (including, without limitation, any Additional Interest) on all of the obligations Notes and the performance of every covenant of the Notes, this Indenture and the Registration Rights Agreement on the part of the Company under the Notes and this Indenture (and the Subsidiary Guarantees shall to be confirmed as applying to such Person's obligations); performed or observed; (ii) at the time of and immediately after giving pro forma effect to such transaction or series of transactions on a pro forma basis and the assumption contemplated by clause (and treating i)(B)(y) above (including giving effect to any Indebtedness which becomes an obligation of the resulting, surviving and Acquired Indebtedness incurred or transferee Person anticipated to be incurred in connection with or any Subsidiary as a result of such transaction as having been Incurred by such Person or such Subsidiary at the time in respect of such transaction), no Default (A) the Company or Event of Default such Surviving Entity, as the case may be, 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 incur at least $1.00 of additional Indebtedness pursuant to (other than Permitted Indebtedness) in compliance with Section (a) of Section 4.13; and (iv) the Company shall have delivered to the Trustee an Officers' Certificate and if a supplemental indenture is required, an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the 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 properties and assets of the Company shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing, the Company may merge with or into, or convey, transfer or lease all or substantially all of its assets to, any Subsidiary Guarantor, and a Subsidiary Guarantor may merge with or into, or convey, transfer or lease all or substantially all of its assets to, any other Subsidiary Guarantor or the Company.4.12 or