Merger, Consolidation or Sale of All or Substantially. All Assets of a Guarantor
Merger, Consolidation or Sale of All or Substantially. All Assets Except as otherwise provided in Section 8.6 hereof, the Corporation shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (1) merge, consolidate or amalgamate with or into another Person or (2) sell, assign, transfer or otherwise dispose of all or substantially all of the properties or assets of the Corporation and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless:
Merger, Consolidation or Sale of All or Substantially. All Assets);
Merger, Consolidation or Sale of All or Substantially. All Assets. (a) The Company shall not consolidate or merge with or into or wind up into (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 properties or assets in one or more related transactions, to any Person unless:
Merger, Consolidation or Sale of All or Substantially. All Assets) and Section 5.10 (Future Guarantors) will not be applicable to the Loans (the “Suspended Covenants”). In the event that the Borrower and its Subsidiaries are not subject to the Suspended Covenants under this Agreement for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (a) withdraw their Investment Grade Rating or downgrade the rating assigned to the Loans below an Investment Grade Rating and/or (b) the Borrower or any of its Affiliates enters into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Loans below an Investment Grade Rating, then from and after the Reversion Date the Borrower and its Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events (but not retroactively), including, without limitation, a proposed transaction described in clause (b) above):
Merger, Consolidation or Sale of All or Substantially. All Assets of the Guarantor. The Guarantor shall not consolidate with or merge into, or transfer, directly or indirectly, all or substantially all of its assets to another corporation or other Person unless (1) the resulting, surviving or transferee corporation or other Person assumes by supplemental indenture all the obligations of the Guarantor under the Notes and this Indenture, (2) immediately after giving effect to such transaction, no Event of Default and no circumstances that, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing, and (3) the Guarantor shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture comply with this Indenture, and thereafter all such obligations of the Guarantor shall terminate.
Merger, Consolidation or Sale of All or Substantially. All --------------------------------------------------------- Assets of a Guarantor. No Guarantor may consolidate with or merge with or into --------------------- (whether or not such Guarantor is the surviving Person) another Person (other than the Company or another Guarantor) unless (i) subject to the provisions of Section 11.02(b), the Person formed by or surviving any such consolidation or merger (if other than such Guarantor), assumes all the obligations of such Guarantor under the Securities and this Indenture pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, and (ii) immediately after giving effect to such transaction, no Default or Event of Default exists. Notwithstanding the foregoing clause (ii), (a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to any Guarantor and (b) any Guarantor may merge with an Affiliate incorporated solely for the purpose of reincorporating such Guarantor in another jurisdiction.
Merger, Consolidation or Sale of All or Substantially. All Assets 106 Section 5.02. Successor Person Substituted 108 ARTICLE 6 DEFAULTS AND REMEDIES Section 6.01. Events of Default 108 Section 6.02. Acceleration 111 Section 6.03. Other Remedies 113 Section 6.04. Waiver of Defaults 113 Section 6.05. Control by Majority 113 Section 6.06. Limitation on Suits 113 Section 6.07. Rights of Holders of Notes to Receive Payment 114 Section 6.08. Collection Suit by Trustee 114 Section 6.09. Restoration of Rights and Remedies 114 Section 6.10. Rights and Remedies Cumulative 114 Section 6.11. Delay or Omission Not Waiver 115 Section 6.12. Trustee May File Proofs of Claim 115 Section 6.13. Priorities 115 Section 6.14. Undertaking for Costs 116
Merger, Consolidation or Sale of All or Substantially. All Assets 86 Section 5.02 Successor Corporation Substituted 88 DEFAULTS AND REMEDIES Section 6.01 Events of Default 89 Section 6.02 Acceleration 91 Section 6.03 Other Remedies 91 Section 6.04 Waiver of Past Defaults 91 Section 6.05 Control by Majority 92 Section 6.06 Limitation on Suits 92 Section 6.07 Rights of Holders of Notes to Receive Payment 92 Section 6.08 Collection Suit by Trustee 92
Merger, Consolidation or Sale of All or Substantially. All Assets of the Company. The Company shall not consolidate with or merge into, or transfer, directly or indirectly, all or substantially all of its assets to another corporation or other Person unless (a) the resulting, surviving or transferee corporation or other Person assumes by supplemental indenture all the obligations of the Company under the Securities and this Indenture, (b) immediately after giving effect to such transaction, no Event of Default, and no circumstances that, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing, and (c) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture comply with this Indenture, and thereafter all such obligations of the Company shall terminate.
