Merger, Consolidation or Sale. The Company and each of the Guarantors may consolidate with, or sell, lease or convey all or substantially all of the Company’s or its assets to, or merge with or into, any other entity, provided that the following conditions are met:
(a) the Company or such Guarantor, as the case may be, shall be the continuing entity, or the successor entity (if other than the Company or such Guarantor, as the case may be) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall be domiciled in the United States, any state thereof or the District of Columbia and in the case of the Company shall expressly assume by supplemental indenture payment of the principal of and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in the Indenture or, in the case of such Guarantor, shall expressly assume by supplemental indenture the payment of all amounts due under such Guarantor’s Note Guarantee and the due and punctual performance and observance of all of the covenants and conditions of such Guarantor in the Indenture and the Note Guarantee, as the case may be;
(b) immediately after giving effect to the transaction, no Event of Default under the Indenture, and no event which, after notice or the lapse of time, or both, would become an Event of Default, shall have occurred and be continuing; and
(c) an Officer’s Certificate and Opinion of Counsel covering these conditions shall be delivered to the Trustee. In the event of any transaction described in and complying with the conditions listed in this Section 6.3 in which the Company and/or any Guarantor are not the continuing entity, the successor person formed or remaining shall succeed, and be substituted for, and may exercise every right and power of the Company and/or such Guarantor, and the Company and/or such Guarantor shall be discharged from its or their obligations under the Notes and the Indenture.
Merger, Consolidation or Sale of All or Substantially All Assets 46 SECTION 5.02 Successor Corporation Substituted 48 DEFAULTS AND REMEDIES SECTION 6.01 Events of Default 48 SECTION 6.02 Acceleration 50 SECTION 6.03 Other Remedies 50 SECTION 6.04 Waiver of Past Defaults 50 SECTION 6.05 Control by Majority 51 SECTION 6.06 Limitation on Suits 51 SECTION 6.07 Rights of the Holders to Receive Payment 51 SECTION 6.08 Collection Suit by Trustee 51 SECTION 6.09 Trustee May File Proofs of Claim 51 SECTION 6.10 Priorities 52 SECTION 6.11 Undertaking for Costs 52 SECTION 6.12 Waiver of Stay or Extension Laws 52 TRUSTEE SECTION 7.01 Duties of Trustee 52 SECTION 7.02 Rights of Trustee 53 SECTION 7.03 Individual Rights of Trustee 54 SECTION 7.04 Trustee’s Disclaimer 55 SECTION 7.05 Notice of Defaults 55 SECTION 7.06 [RESERVED] 55 SECTION 7.07 Compensation and Indemnity 55 SECTION 7.08 Replacement of Trustee 56 SECTION 7.09 Successor Trustee by Merger 57 SECTION 7.10 Eligibility; Disqualification 57 SECTION 7.11 Preferential Collection of Claims Against the Company 57 SECTION 7.12 Tax Payment and Tax Withholding Obligations 57
Merger, Consolidation or Sale. OF ALL OR SUBSTANTIALLY ALL ASSETS
Merger, Consolidation or Sale. Solely for purposes of the Notes, Section 801 and Section 803 of the Indenture are hereby modified and amended to include, in addition to clauses (1), (2) and (3), the following additional clause:
Merger, Consolidation or Sale. The Company and the Guarantor may consolidate with, or sell, lease or convey all or substantially all of our respective assets to, or merge with or into, any other entity, provided that the following conditions are met:
(a) the Company or the Guarantor, as the case may be, shall be the continuing entity, or the successor entity (if other than Company or the Guarantor, as the case may be) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall be an entity organized and existing under U.S. laws and expressly assume payment of principal of, and premium, if any, and interest, on, all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in the Indenture;
(b) immediately after giving effect to the transaction, no Event of Default under the Indenture, and no event which, after notice or the lapse of time, or both, would become an Event of Default, shall have occurred and be continuing; and
(c) an Officer’s Certificate covering these conditions shall be delivered to the Trustee. In the case of any such consolidation, sale, conveyance or merger, but not a lease, in a transaction in which there is a successor entity, the successor entity will succeed to, and be substituted for, the Company or the Guarantor, as the case may be, under the Indenture and, subject to the terms of the Indenture, the Company or the Guarantor, as the case may be, will be released from their respective obligations under the Indenture.
Merger, Consolidation or Sale of Assets)) hereof with respect to the outstanding Notes and the Guarantees on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, (i) with respect to the outstanding Notes, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and (ii) payment on the Notes may not be accelerated because of an Event of Default specified in Section 6.1(3) (Events of Default) (but only if such Event of Default is triggered solely by a failure to comply with the conditions set forth in clause (a)(4)(a) of Section 4.20 (
Merger, Consolidation or Sale of All or Substantially All Assets 94 Section 5.02. Successor Person Substituted 96 DEFAULTS AND REMEDIES 96 Section 6.01. Events of Default 96 Section 6.02. Acceleration 98 Section 6.03. Other Remedies 98 Section 6.04. Waiver of Past Defaults 99 Section 6.05. Control by Majority 99 Section 6.06. Limitation on Suits 99 Section 6.07. Rights of Holders to Receive Payment 100 Section 6.08. Collection Suit by Trustee 101 Section 6.09. Restoration of Rights and Remedies 101 Section 6.10. Rights and Remedies Cumulative 101 Section 6.11. Delay or Omission Not Waiver 101 Section 6.12. Trustee May File Proofs of Claim 101 Section 6.13. Priorities 101 Section 6.14. Undertaking for Costs 102 TRUSTEE 102 Section 7.01. Duties of Trustee 102 Section 7.02. Rights of Trustee 103 Section 7.03. Individual Rights of Trustee 104 Section 7.04. Trustee’s Disclaimer 105 Section 7.05. Notice of Defaults 105 Section 7.06. [Reserved] 105 Section 7.07. Compensation and Indemnity 105 Section 7.08. Replacement of Trustee 106 Section 7.09. Successor Trustee by Merger, etc. 106 Section 7.10. Eligibility; Disqualification 106 Section 7.11. Preferential Collection of Claims Against Issuers 106 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 107 Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance 107 Section 8.02. Legal Defeasance and Discharge 107 Section 8.03. Covenant Defeasance 107 Section 8.04. Conditions to Legal or Covenant Defeasance 108
Merger, Consolidation or Sale of Assets) of the Indenture is hereby deleted in its entirety and replaced with the following: The Issuer shall not consolidate or merge with or into (whether or not the Issuer is the surviving entity), 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, another Person unless:
(a) the Issuer is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than the Issuer ) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, limited partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia; provided, however, that if the surviving Person is a limited liability company or limited partnership, such entity shall also form a co-issuer that is a corporation;
(b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Issuer’s obligations pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee under the Notes and this Indenture;
(c) immediately after such transaction, no Default or Event of Default exists; and
(d) the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made (i) will have a Consolidated Fixed Charge Coverage Ratio immediately after the transaction (but prior to any purchase accounting adjustments or accrual of deferred tax liabilities resulting from the transaction) not less than the Issuer’s Consolidated Fixed Charge Coverage Ratio immediately preceding the transaction or (ii) would, at the time of such transaction 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 Section 4.09(a). Notwithstanding the foregoing, (i) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Issuer or another Restricted Subsidiary, and (ii) the Issuer may complete the Transactions. Notwithstanding the foregoing...
Merger, Consolidation or Sale of All or Substantially All Assets 93 Section 5.02 Successor Corporation Substituted 95 Section 6.01 Events of Default 96 Section 6.02 Acceleration 99 Section 6.03 Other Remedies 99 Section 6.04 Waiver of Past Defaults 99 Section 6.05 Control by Majority 99 Section 6.06 Limitation on Suits 100 Section 6.07 Rights of Holders of Notes to Receive Payment 100 Section 6.08 Collection Suit by Trustee 100 Section 6.09 Restoration of Rights and Remedies 101 Section 6.10 Rights and Remedies Cumulative 101 Section 6.11 Delay or Omission Not Waiver 101 Section 6.12 Trustee May File Proofs of Claim 101 Section 6.13 Priorities 102 Section 6.14 Undertaking for Costs 102
Merger, Consolidation or Sale. The applicable indenture will provide that we may consolidate with, or sell, lease or convey all or substantially all of our assets to, or merge with or into, any other corporation, provided that: • we are the continuing corporation, or the successor corporation (if other than the Company) formed by or resulting from any consolidation or merger or which has received the transfer of our assets will be organized and existing under U.S. or state law and expressly assumes payment of the principal of (and premium, if any), and interest on, all of the applicable debt securities and the due and punctual performance and observance of all of the covenants and conditions contained in the applicable indenture; • immediately after giving effect to the transaction and treating any indebtedness which becomes our obligation or the obligation of any subsidiary as a result thereof as having been incurred by us or such subsidiary at the time of the transaction, no event of default under the applicable indenture, and no event which, after notice or the lapse of time, or both, would become an event of default, will have occurred and be continuing; and • an officer’s certificate and legal opinion covering these conditions will be delivered to the trustee.
