Common use of Merger, Consolidation or Sale of All or Substantially All Assets Clause in Contracts

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not consolidate or merge 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:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may shall not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Personcorporation), 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. (a) The Issuer may not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Personcorporation), 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. (a) The Issuer may not not: (1) consolidate or merge with or into or wind up into another Person (whether or not the Issuer is the surviving Person), ; or (2) sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of its the properties or assetsassets of the Issuer and its Subsidiaries taken as a whole, in one or more related transactions, to any Person another Person; unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may shall not consolidate with or merge with or into or wind up into transfer or lease all or substantially all of its assets to (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 corporation) any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not consolidate with, amalgamate or merge 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, taken as a whole, in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not consolidate consolidate, amalgamate or merge with or into or wind up into (whether or not the Issuer is the surviving Personcorporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, assets in one or more related transactionstransactions to, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Personcorporation), or nor may the Issuer sell, assign, transfer, lease, convey or otherwise dispose of assets or properties that in either case constitute all or substantially all of its the properties or assetsassets of the Issuer and its Subsidiaries which are Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not consolidate or merge with or into or wind up into into, consummate a Division as the Dividing Person (whether or not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of (including, in each case, by way of Division) 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. (a) The No Issuer may not consolidate or merge with or into or wind up into (whether or not the Issuer such Person is the surviving Personcorporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, assets in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may shall not consolidate consolidate, merge or merge 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:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Neither Issuer may not shall consolidate or merge with or into or wind up into (whether or not the applicable Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its consolidated properties or assetsassets taken as a whole, in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may shall not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Personentity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assetsassets of the Issuer and its Subsidiaries on a consolidated basis, in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may shall not consolidate with or merge with or into or wind up into transfer or lease all or substantially all of its assets to (including, in each case, by way of division and 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 corporation) any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may shall not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Personcorporation), or nor shall the Issuer sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assetsassets of the Issuer and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to (X) any Person (other than Holdings) unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not consolidate or merge 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 the assets of the Issuer and its properties or assetsSubsidiaries, taken as a whole (including, in each case, by way of division), in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not consolidate or merge with or into or wind up into into, consummate a Division as the Dividing Person (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:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Personcorporation), or sell, assign, transfer, lease, convey convey, consummate a Division as the Dividing Person 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. (a) The Neither Parent nor the Issuer may not consolidate or merge with or into or wind up into (whether or not Parent or 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:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not consolidate or merge 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 (including, in each case, by way of a Delaware LLC Division) 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. (a) The Issuer may not Neither of the Issuers will consolidate or merge with or into into, or wind up into (whether or not the such Issuer is the surviving Personcorporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, assets in one or more related transactions, to any Person Person, unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may will not consolidate or merge merger with or into or wind up into (whether or not the Issuer is the surviving Personcorporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assetsassets of the Issuer and its Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not consolidate or merge with or into or wind up into into, consummate a Division as the Dividing Person (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 assetsassets (net of any associated non-recourse or secured obligations), in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not shall not, directly or indirectly, in a single transaction or a series of related transactions, (a) consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving another Person), or sell, assignlease, transfer, lease, convey or otherwise dispose of or assign all or substantially all of its properties the assets of the Issuer or assetsthe Issuer and the Restricted Subsidiaries (taken as a whole) or (b) adopt a Plan of Liquidation unless, in one or more related transactions, to any Person unlesseither case:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Neither the Issuer nor the Co-Issuer may not consolidate or merge with or into or wind up into (whether or not the Issuer such Person is the surviving Personcorporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, assets in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Neither Parent nor the Issuer may not consolidate or merge with or into or wind up into (whether or not Parent or the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all its and its Subsidiaries’ assets, taken as a whole (including, in each case, by way of its properties or assetsdivision), in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The On and following the Effective Date, the Issuer and the Co-Issuer each may not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Personcorporation), or sell, assign, transfer, lease, convey convey, consummate a Division as the Dividing Person 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. (a) The Issuer may shall not consolidate or merge 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 consolidated properties or assets, in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may shall not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Person)into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, assets in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may shall not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Personcorporation), or and shall not sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assetsassets of the Issuer and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Personcorporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its and its Subsidiaries’ properties or assets, taken as a whole, in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not consolidate or merge 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 the assets of the Issuer and its properties or assetsSubsidiaries, taken as a whole, in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Neither the Issuer nor the Co-Issuer may not consolidate consolidate, amalgamate or merge with or into or wind up into (whether or not the Issuer or the Co-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:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Neither Parent nor the Issuer may not consolidate or merge with or into or wind up into (whether or not Parent or the Issuer Issuer, as applicable, 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:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may will not consolidate with or amalgamate or merge with or into or wind up into (whether or not the Issuer is the surviving Personcorporation), or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its the properties or assetsand assets of the Issuer and the Guarantors, taken as a whole, in one or more related transactions, to to, any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may shall not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Person)into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, assets in one or more related transactionstransactions (for the avoidance of doubt, other than the Transactions), to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may Issuers shall not consolidate or merge with or into or wind up into (whether or not the Issuer is Issuers are the surviving Personcorporations), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its their properties or assets, in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The a)The Issuer and Parent may not consolidate or merge with or into or wind up into (whether or not the Issuer or Parent is the surviving Personcorporation), 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. (a) The Issuer may shall not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Personentity), 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. (a) The Issuer may shall not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Personcorporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assetsassets of the Issuer and the Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. Neither Issuer may, directly or indirectly: (a) The Issuer may not consolidate or merge with or into or wind up into another Person (whether or not the such Issuer is the surviving Personcorporation), ; or (b) 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 another Person; unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not consolidate or merge 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 the assets of the Issuer and its properties or assetsSubsidiaries, taken as a whole (including, in each case, by way of division), in one or more related transactions, to any Person unless:, solely in this case of this clause (ii):

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may shall not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Personentity), or sell, assign, transfer, lease, convey or otherwise dispose (including by way of a lease, assignment or otherwise) 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. (a) The Issuer may shall not merge, consolidate or merge amalgamate with or into or wind up any other Person (other than a merger of a Restricted Subsidiary into (whether or not the Issuer is the surviving Person), Issuer) or sell, transfer, assign, transfer, lease, convey or otherwise dispose of all or substantially all its property and assets in any one transaction or series of its properties or assets, in one or more related transactions, to any Person transactions unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may will not consolidate with or merge with or into or wind up into (whether or not the Issuer is the surviving Person)into, or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties or assetsassets to, in one or more related transactionsany Person, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Neither Holdings nor the Issuer may not consolidate or merge with or into or wind up into (whether or not Holdings or the Issuer Issuer, as applicable, 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:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may shall not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Personcorporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assetsassets on a consolidated basis, in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may shall not consolidate or merge 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:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Neither Issuer may shall not consolidate or merge with or into or wind up into (whether or not the such Issuer is the surviving Personcorporation), 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. (a) The Issuer may not consolidate with or merge with into any other entity or into convey, transfer 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 lease its properties or assets, in one or more related transactions, and assets substantially as an entirety to any Person entity, unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may shall not consolidate consolidate, merge or merge 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 the properties or assetsassets of the Issuer and the Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Except for the Escrow Merger (which is explicitly permitted), the Issuer may not consolidate or merge 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:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may Issuers shall not consolidate or merge with or into or wind up into (whether or not the such 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:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may shall not consolidate with or merge with or into or wind up into (whether or not the Issuer is the surviving Person)into, or sellconvey, assign, transfer, transfer or lease, convey in one transaction or otherwise dispose a series of transactions, directly or indirectly, all or substantially all of its properties or assetsassets to, in one or more related transactionsany Person, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer and the Co-Issuer each may not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Personcorporation), or sell, assign, transfer, lease, convey convey, consummate a Division as the Dividing Person or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:: 115

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may Issuers will not consolidate with or merge with or into or wind up into (whether or not the an Issuer is the surviving Personentity), or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties or and assets, in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not consolidate or merge 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 consolidated properties or assetsassets taken as a whole, in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not consolidate or merge with or into into, or wind up into transfer or lease all or substantially all of its assets to (whether or not the Issuer is the surviving Personcorporation), 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 unlessif:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not consolidate or merge with or into or wind up into into, consummate a Division as the Dividing Person (whether or not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of (including, in each case, by way of a Division) 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. (a) The Issuer may shall not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Personcorporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, assets in one or more related transactions, to any another corporation, Person or entity unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may Issuers shall not consolidate or merge with or into or wind up into (whether or not the Issuer or the Co-Issuer, as applicable, is the surviving Personcorporation), 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. (a) The Issuer may shall not consolidate consolidate, amalgamate or merge with or into or wind up into (whether or not the Issuer is the surviving Personcorporation), 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. (a) The Issuer may not consolidate or merge with or into or wind up into (whether or not the Issuer such Person is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, assets in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Personcorporation), or including pursuant to an LLC Division, nor may the Issuer sell, assign, transfer, lease, convey or otherwise dispose of assets or properties that in either case constitute all or substantially all of its the properties or assetsassets of the Issuer and its Subsidiaries which are Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Personcorporation), or sell, assign, transfer, lease, convey or otherwise dispose (including, in each case, by way of division) of all or substantially all of its and its Subsidiaries’ properties or assets, taken as a whole, in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Personcorporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, assets in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not consolidate with or merge with into, or into transfer or wind up into lease all or substantially all of its assets to another Person (whether or not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose corporation) without the consent of all or substantially all the Holders of its properties or assets, in one or more related transactions, to any Person unlessthe Notes under this Indenture if:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Personcorporation), or nor may the Issuer sell, assign, transfer, lease, convey or otherwise dispose of assets or properties that constitute all or substantially all of its the properties or assetsassets of the Issuer and its Subsidiaries which are Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not consolidate or merge with or into or wind up into into, consummate a Division as the Dividing Person (whether or not the Co-Issuer or the Issuer, as applicable, 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:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Neither the Company nor the Issuer may not consolidate consolidate, amalgamate or merge with or into or wind up into (whether or not the Issuer Company or the Issuer, as applicable, 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:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The No Issuer may not shall consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Person)into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, assets in one or more related transactionstransactions (for the avoidance of doubt, other than the Transactions), to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may Issuershall not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Personcorporation), 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. (a) The Issuer may shall not consolidate with or merge with or into or wind up into (whether or not the such Issuer is the surviving Personcorporation), or sell, assign, convey, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or and assets, in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Neither Issuer may, and the Company may not consolidate permit any Issuer to, consolidate, amalgamate, combine or merge with or into or wind up into into, consummate a Division as the Dividing Person (regardless of whether or not the such Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of (including, in each case, by way of Division) 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. (a) The Issuer and the Co-Issuer each may not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Personcorporation), or sell, assign, transfer, lease, convey convey, consummate a Division as the Dividing Person 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. (a) The Issuer may not consolidate shall not, directly or indirectly, 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 the properties or assetsassets of the Issuer and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Neither Issuer may, and the Company may not consolidate permit any Issuer to, consolidate, amalgamate, combine or merge with or into or wind up into (whether or not the such 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:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may shall not consolidate or merge 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:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer Neither Holdings nor either of the Issuers may not consolidate or merge with or into or wind up into (whether or not the Issuer Holdings or an Issuer, as applicable, is the surviving Person), or sell, assign, transfertrans- fer, 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. (a) The Issuer may shall not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Personentity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assetsassets of the Issuer and its Subsidiaries taken as a whole, in one or more related transactions, to any Person entity unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The No Issuer may not merge, consolidate or merge amalgamate with or into or wind up into (whether or not the an Issuer is the surviving Personcorporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assetsassets of the Issuers and the Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not consolidate with or merge with into, or into transfer or wind up into lease all or substantially all of its assets to another Person (whether or not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose corporation) without the consent of all or substantially all the Holders of its properties or assets, in one or more related transactions, to any Person unlessseries of Notes under this Indenture if:

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer and Parent may not consolidate or merge with or into or wind up into (whether or not the Issuer or Parent is the surviving Personcorporation), 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. (a) The Issuer may not consolidate or merge 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 and its Subsidiaries’ properties or assets, taken as a whole, in one or more related transactions, to any Person unless: