Common use of Mergers, Consolidations, Sales and Conveyances Clause in Contracts

Mergers, Consolidations, Sales and Conveyances. (a) The Company shall not merge into or consolidate with any Person (whether or not the Company is the surviving or continuing Person) or sell, assign, transfer, lease or otherwise convey or dispose of all or substantially all of its and its Restricted Subsidiaries’ assets, taken as a whole, whether by one transaction or a series of transactions, to any Person unless: (i) the Board of Directors has approved such transaction; (ii) either (1) the Company is the surviving or continuing Person or (2) the surviving or continuing Person (the “Surviving Entity”): (A) is a company, corporation, limited partnership or limited liability company organized and validly existing under (x) the laws of Mexico, (y) the United States of America, any State thereof or the District of Columbia or (z) any E.U. Country; and (B) expressly assumes, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the Company’s Obligations under the Notes and the Collateral Documents and the performance and observance of the covenants of the Notes, this Indenture and the Collateral Documents on the part of the Company to be performed or observed; (iii) immediately after giving effect to such transaction or series of transactions, (1) no Default or Event of Default shall have occurred and be continuing, (2) the Consolidated Total Indebtedness to Consolidated EBITDA Ratio of the Company, or the Surviving Entity, as the case may be, shall be equal to or lower than 3.25:1 and (3) the Consolidated Total Indebtedness to Consolidated EBITDA Ratio of Grupo Iusacell for the most recent four quarters immediately ending as of the most recent quarterly balance sheet available is equal or lower than 6.5:1; (iv) the Company or the Surviving Entity, as the case may be, has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if required in connection with such transaction, the supplemental indenture, comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to the transaction have been satisfied; (v) if the Surviving Entity is the surviving or continuing Person, each Restricted Subsidiary (including Persons that become Restricted Subsidiaries as a result of the transaction) has confirmed by supplemental indenture that its Note Guarantee shall apply for the Obligations of the Surviving Entity in respect of this Indenture and the Notes; and (vi) if the Surviving Entity is the surviving or continuing Person, it has delivered to the Trustee an Opinion of Counsel from Mexican counsel and U.S. or relevant E.U. Country counsel to the effect that, as applicable: (A) the Holder shall not recognize income, gain or loss for U.S. or relevant E.U. Country or Mexican income tax purposes as a result of the transaction and shall be taxed in the Holder’s home jurisdiction in the same manner and on the same amounts (assuming solely for this purpose that no Additional Amounts are regarded to be paid on the Notes) and at the same times as would have been the case if the transaction had not occurred; and (B) no other taxes on income, including capital gains, shall be payable by Holders under the laws of Mexico, the United States or the relevant E.U. Country relating to the acquisition, ownership or disposition of the Notes, including the receipt of interest or principal thereon; provided that the Holder is not subject to such taxes because at any time there is or was a connection between the Holder and Mexico, the United States or the relevant E.U. Country (other than the mere receipt of a payment on or the ownership or holding of a Note). (b) Upon the occurrence of any of the transactions permitted by the preceding paragraphs, the Surviving Entity (if not the Company) shall succeed to and become substituted for the Company, and may exercise every right and power of the Company, with the same effect as if it had been named in the Notes and this Indenture. Following such transaction, the Company shall be released from its liability as obligor on the Notes and under this Indenture. (c) In the event of any such sale, assignment, transfer, lease, conveyance or disposition, the Company, as the predecessor entity, may be dissolved, wound-up or liquidated at any time thereafter.

Mergers, Consolidations, Sales and Conveyances. (a) The Company shall not merge into or consolidate with any Person (whether or not the Company is the surviving or continuing Person) or sell, assign, transfer, lease or otherwise convey or dispose of all or substantially all of its and its Restricted Subsidiaries’ assets, taken as a whole, whether by one transaction or a series of transactions, to any Person unless: (i) the Board of Directors has approved such transaction; (ii) either (1) the Company is the surviving or continuing Person or (2) the surviving or continuing Person (the “Surviving Entity”): (A) is a company, corporation, limited partnership or limited liability company organized and validly existing under (x) the laws of Mexico, (y) the United States of America, any State thereof or the District of Columbia or (z) any E.U. Country; and (B) expressly assumes, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the Company’s Obligations under the Notes and the Collateral Documents and the performance and observance of the covenants of the Notes, this Indenture and the Collateral Documents on the part of the Company to be performed or observed; (iii) immediately after giving effect to such transaction or series of transactions, (1) no Default or Event of Default shall have occurred and be continuing, (2) the Consolidated Total Indebtedness to Consolidated EBITDA Ratio of the Company, or the Surviving Entity, as the case may be, shall be equal to or lower than 3.25:1 and (3) the Consolidated Total Indebtedness to Consolidated EBITDA Ratio of Grupo Iusacell for the most recent four quarters immediately ending as of the most recent quarterly balance sheet available is equal or lower than 6.5:1; (iv) the Company or the Surviving Entity, as the case may be, has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if required in connection with such transaction, the supplemental indenture, comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to the transaction have been satisfied; (v) if the Surviving Entity is the surviving or continuing Person, each Restricted Subsidiary (including Persons that become Restricted Subsidiaries as a result of the transaction) has confirmed by supplemental indenture that its Note Guarantee shall apply for the Obligations of the Surviving Entity in respect of this Indenture and the Notes; and (vi) if the Surviving Entity is the surviving or continuing Person, it has delivered to the Trustee an Opinion of Counsel from Mexican counsel and U.S. or relevant E.U. Country counsel to the effect that, as applicable: (A) the Holder shall not recognize income, gain or loss for U.S. or relevant E.U. Country or Mexican income tax purposes as a result of the transaction and shall be taxed in the Holder’s home jurisdiction in the same manner and on the same amounts (assuming solely for this purpose that no Additional Amounts are regarded to be paid on the Notes) and at the same times as would have been the case if the transaction had not occurred; and (B) no other taxes on income, including capital gains, shall be payable by Holders under the laws of Mexico, the United States or the relevant E.U. Country relating to the acquisition, ownership or disposition of the Notes, including the receipt of interest or principal thereon; provided provided, that the Holder is not subject to such taxes because at any time there is or was a connection between the Holder and Mexico, the United States or the relevant E.U. Country (other than the mere receipt of a payment on or the ownership or holding of a Note). (b) Upon the occurrence of any of the transactions permitted by the preceding paragraphs, the Surviving Entity (if not the Company) shall succeed to and become substituted for the Company, and may exercise every right and power of the Company, with the same effect as if it had been named in the Notes and this Indenture. Following such transaction, the Company shall be released from its liability as obligor on the Notes and under this Indenture. (c) In the event of any such sale, assignment, transfer, lease, conveyance or disposition, the Company, as the predecessor entity, may be dissolved, wound-up or liquidated at any time thereafter.