Common use of Mergers, Sale of Assets, etc Clause in Contracts

Mergers, Sale of Assets, etc. The Company shall not consolidate with or merge with or into (whether or not the Company is the Surviving Person) any other Person and the Company shall not, and shall not cause or permit any Restricted Subsidiary to, sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the property and assets of the Company and the Restricted Subsidiaries, taken as a whole, to any Person or Persons (other than any Restricted Subsidiary), in each case, in a single transaction or series of related transactions, unless: (i) either (x) the Company shall be the Surviving Person or (y) the Surviving Person (if other than the Company) shall be a corporation organized and validly existing under the laws of The Netherlands, the United States of America or any State thereof or the District of Columbia, and shall, in any such case, expressly assume by a supplemental indenture, the due and punctual payment of the principal of and interest on the Securities and the performance and observance of every covenant of this Indenture, the Escrow Agreement and the Registration Rights Agreement to be performed or observed on the part of the Company; (ii) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction, the Surviving Person (as the Company) could Incur at least $1.00 of additional Indebtedness under Section 4.12(a). 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 the properties and assets of one or more Restricted Subsidiaries the Equity Interests of which constitutes all or substantially all the properties and assets of the Company shall be deemed to be the transfer of all or substantially all the properties and assets of the Company.

Mergers, Sale of Assets, etc. (a) The Company shall not not, in a single transaction or a series of related transactions, consolidate with or merge with or into (whether into, or not the Company is the Surviving Person) any other Person and the Company shall not, and shall not cause or permit any Restricted Subsidiary to, sell, convey, assign, transfer, lease lease, convey or otherwise dispose of all or substantially all of the property and Company's or any Guarantor's assets of determined on a consolidated basis for the Company and the Restricted Subsidiaries, taken as a whole, to any another Person or Persons (other than any Restricted Subsidiary), in each case, in adopt a single transaction or series plan of related transactions, unless: liquidation unless (i) either (x1) the Company shall be is the Surviving surviving Person or (y2) the Surviving Person (if other than the Company) formed by such consolidation or into which the Company is merged or the person that acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety or in the case of a plan of liquidation, the Person to which assets of the Company have been transferred, shall be a corporation corporation, partnership, limited liability company or trust organized and validly existing under the laws of The Netherlands, the United States of America or any State thereof or the District of Columbia, and shall, in any such case, expressly assume by a supplemental indenture, the due and punctual payment of the principal of and interest on the Securities and the performance and observance of every covenant of this Indenture, the Escrow Agreement and the Registration Rights Agreement to be performed or observed on the part of the Company; (ii) immediately after giving effect such surviving person shall assume all of the obligations of the Company under the Securities and this Indenture pursuant to such transaction, no Default shall have occurred and be continuinga supplemental indenture in a form reasonably satisfactory to the Trustee; and (iii) immediately after giving effect to such transaction and the use of the proceeds therefrom (on a pro forma basis, including giving effect to any Indebtedness incurred or anticipated to be incurred in connection with such transaction), (x) no Default or Event of Default shall have occurred and be continuing and (y) the Surviving Company (in the case of clause (1) of the foregoing clause (i)) or such Person (as in the Companycase of clause (2) could Incur at least of the foregoing clause (i)) shall be able to incur $1.00 of additional Indebtedness under (other than Permitted Indebtedness) in compliance with Section 4.12(a). For purposes 4.04; and (iv) the Company has delivered to the Trustee prior to the consummation of the foregoingproposed transaction an Officers' Certificate and an Opinion of Counsel, the each stating that such consolidation, merger or transfer (by lease, assignment, sale or otherwise, complies with this Indenture and that all conditions precedent in a single this Indenture relating to such transaction or series of transactions) of all or substantially all the properties and assets of one or more Restricted Subsidiaries the Equity Interests of which constitutes all or substantially all the properties and assets of the Company shall be deemed to be the transfer of all or substantially all the properties and assets of the Companyhave been satisfied.

Mergers, Sale of Assets, etc. The Company shall not consolidate with or merge with or into (whether or not the Company is the Surviving Person) any other Person and the Company shall not, and shall not cause or permit any Restricted Subsidiary Group Member to, sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the property and assets of the Company and the Restricted SubsidiariesGroup Members, taken as a whole, to any Person or Persons (other than any Wholly Owned Restricted Subsidiary), in each case, in a single transaction or series of related transactions, unless: (i) either (x) the Company shall be the Surviving Person or (y) the Surviving Person (if other than the Company) shall be a corporation organized and validly existing under the laws of The NetherlandsBermuda, the British Virgin Islands, Netherlands Antilles, Canada, any country which is a member of the European Union or the United States of America or any State thereof or the District of Columbia, and shall, in any such case, expressly assume by a supplemental indenture, the due and punctual payment of the principal of and interest on the Securities and the performance and observance of every covenant of this Indenture, Indenture and the Escrow Agreement and the Registration Rights Agreement to be performed or observed on the part of the Company; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) other than in the case of sale, conveyance, assignment, transfer, lease or other disposition of all or substantially all of the property and assets of the Company and the Restricted Group Members to any Restricted Subsidiary, immediately after giving effect to such transaction, the Debt to Annualized Operating Cash Flow Ratio of the Surviving Person (as the Company) could Incur at least $1.00 would be less than the Debt to Annualized Operating Cash Flow Ratio of additional Indebtedness under Section 4.12(a)the Company immediately prior to such transaction. 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 the properties and assets of one or more Restricted Subsidiaries Group Members the Equity Interests of which constitutes all or substantially all the properties and assets of the Company shall be deemed to be the transfer of all or substantially all the properties and assets of the Company.

Mergers, Sale of Assets, etc. (a) The Company shall not consolidate with or merge with or into (whether or not the Company is the Surviving Person) any other Person entity and the Company shall not, not and shall not cause or permit any Restricted Subsidiary to, sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the property Company's properties and assets of (determined on a consolidated basis for the Company and the Restricted Subsidiaries, taken as a whole, ) to any Person or Persons (other than any Restricted Subsidiary), in each case, entity in a single transaction or series of related transactions, unless: (i) either (x) the Company shall be the Surviving Person or (y) the Surviving Person (if other than the Company) shall be a corporation organized and validly existing under the laws of The Netherlands, the United States of America or any State thereof or the District of Columbia, and shall, in any such case, expressly assume by a supplemental indenture, the due and punctual payment of the principal of of, premium, if any, and interest on all the Securities and the performance and observance of every covenant of this Indenture, the Escrow Agreement and the Registration Rights Agreement to be performed or observed on the part of the Company; (ii) immediately after giving effect to such transactionthereafter, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to any such transaction involving the Incurrence by the Company or any Restricted Subsidiary, directly or indirectly, of additional Indebtedness (and treating any Indebtedness not previously an obligation of the Company or any Restricted Subsidiary in connection with or as a result of such transaction as having been Incurred at the time of such transaction), the Surviving Person (could Incur, on a pro forma basis after giving effect to such transaction as if it had occurred at the Company) could Incur beginning of the latest fiscal quarter for which consolidated financial statements of the Company are available, at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the Debt to Operating Cash Flow Ratio of the first paragraph of Section 4.12(a)4.04; provided, however, that the condition set forth in this clause (iii) need not be satisfied in connection with the merger or consolidation with or into the Company or any Restricted Subsidiary of any Person holding partnership interests in PRIMESTAR Partners if (x) such merger or consolidation is effected for the purpose of acquiring the partnership interests in PRIMESTAR Partners held by such Person (provided that the amount of partnership interests in PRIMESTAR Partners held by such Person on the date of such merger or consolidation is not less than the amount held by such Person on the Issue Date otherwise than pursuant to the transfer of partnership interests in PRIMESTAR Partners to another Person who has been or simultaneously therewith will be merged or consolidated with or into the Company or any Restricted Subsidiary or the dilution of such Person's partnership interests in PRIMESTAR Partners solely due to its failure to pay capital contributions required by the Partnership Agreement) and (y) in connection with such acquisition of such partnership interests the Company or a Restricted Subsidiary acquires all rights of such Person (and its Affiliates) to distribute PRIMESTAR(R) programming services. 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 the properties and assets of one or more Restricted Subsidiaries the Equity Interests Interest of which constitutes all or substantially all the properties and assets of the Company shall be deemed to be the transfer of all or substantially all the properties and assets of the Company.

Mergers, Sale of Assets, etc. The Company shall not consolidate with or merge with or into (whether or not the Company is the Surviving Person) any other Person and the Company shall not, and shall not cause or permit any Restricted Subsidiary to, sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the property and assets of the Company and the Restricted Subsidiaries, taken as a whole, to any Person or Persons (other than any Restricted Subsidiary), in each case, in a single transaction or series of related transactions, unless: (i) either (x) the Company shall be the Surviving Person or (y) the Surviving Person (if other than the Company) shall be a corporation organized and validly existing under the laws of The Netherlands, the United States of America or any State thereof or the District of Columbia, and shall, in any such case, expressly assume by a supplemental indentureindenture hereto, the due and punctual payment of the principal of and interest on the Securities and the performance and observance of every covenant of this Indenture, the Escrow Agreement Indenture and the Registration Rights Agreement to be performed or observed on the part of the Company; (ii) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction, the Surviving Person (as the Company) could Incur at least $1.00 of additional Indebtedness under Section 4.12(a). 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 the properties and assets of one or more Restricted Subsidiaries the Equity Interests of which constitutes all or substantially all the properties and assets of the Company shall be deemed to be the transfer of all or substantially all the properties and assets of the Company.

Mergers, Sale of Assets, etc. The Company shall not consolidate with or merge with or into (whether or not the Company is the Surviving Person) any other Person and the Company shall not, and shall not cause or permit any Restricted Subsidiary to, sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the property and assets of the Company and the Restricted Subsidiaries, taken as a whole, to any Person or Persons (other than any Restricted Subsidiary), in each case, in a single transaction or series of related transactions, unless: (i) either (x) the Company shall be the Surviving Person or (y) the Surviving Person (if other than the Company) shall be a corporation organized and validly existing under the laws of The Netherlands, the United States of America or any State thereof or the District of Columbia, and shall, in any such case, expressly assume by a supplemental indenture, the due and punctual payment of the principal of 34 and interest on the Securities and the performance and observance of every covenant of this Indenture, the Escrow Agreement Indenture and the Registration Rights Agreement to be performed or observed on the part of the Company; (ii) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction, the Surviving Person (as the Company) could Incur at least $1.00 of additional Indebtedness under Section 4.12(a). 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 the properties and assets of one or more Restricted Subsidiaries the Equity Interests of which constitutes all or substantially all the properties and assets of the Company shall be deemed to be the transfer of all or substantially all the properties and assets of the Company.

Mergers, Sale of Assets, etc. The Company shall not consolidate with or merge with or into (whether or not the Company is the Surviving Person) any other Person and the Company shall not, and shall not cause or permit any Restricted Subsidiary to, sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the property and assets of the Company and the Restricted Subsidiaries, taken as a whole, to any Person or Persons (other than any Restricted Subsidiary), in each case, in a single transaction or series of related transactions, unless: (i) either (x) the Company shall be the Surviving Person or (y) the Surviving Person (if other than the Company) shall be a corporation organized and validly existing under the laws of The Netherlands, the United States of America or any State thereof or the District of Columbia, and shall, in any such case, expressly assume by a supplemental indenture, the due and punctual payment of the principal of and interest on the Securities and the performance and observance of every covenant of this Indenture, the Escrow Agreement Indenture and the Registration Rights Agreement to be performed or observed on the part of the Company; (ii) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction, the Surviving Person (as the Company) could Incur at least $1.00 of additional Indebtedness under Section 4.12(a). 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 the properties and assets of one or more Restricted Subsidiaries the Equity Interests of which constitutes all or substantially all the properties and assets of the Company shall be deemed to be the transfer of all or substantially all the properties and assets of the Company.

Mergers, Sale of Assets, etc. The Company shall not consolidate with or merge with or into (whether or not the Company is the Surviving Person) any other Person entity and the Company shall not, not and shall not cause or permit any Restricted Subsidiary of the Company to, sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the property Company's and its Subsidiaries' properties and assets of (determined on a consolidated basis for the Company and the Restricted its Subsidiaries, taken as a whole, ) to any Person or Persons (other than any Restricted Subsidiary), in each case, entity in a single transaction or series of related transactions, unless: (i) either (x) the Company shall be the Surviving Person or (y) the Surviving Person (if other than the Company) shall be a corporation organized and validly existing under the laws of The Netherlands, the United States of America or any State thereof or the District of Columbia, Columbia and shall, in any such case, expressly assume by a supplemental indenture, the due and punctual payment of the principal of of, premium, if any, and interest on all the Securities and the performance and observance of every covenant of this Indenture, the Escrow Agreement Indenture and the Registration Rights Agreement to be performed or observed on the part of the Company; and (ii) immediately after giving effect to such transactionthereafter, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction, the Surviving Person (as the Company) could Incur at least $1.00 of additional Indebtedness under Section 4.12(a). 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 the properties and assets of one or more Restricted Subsidiaries of the Company the Equity Interests of which constitutes all or substantially all the properties and assets of the Company shall be deemed to be the transfer of all or substantially all the properties and assets of the Company.

Mergers, Sale of Assets, etc. The Company shall not (i) Merge or consolidate with or merge with into any Person, or into (whether or not the Company is the Surviving Personii) any other Person and the Company shall not, and shall not cause or permit any Restricted Subsidiary to, sell, convey, assign, transfer, lease or otherwise dispose of, or permit any of all its Subsidiaries to convey, transfer, lease or substantially all otherwise dispose of, whether in one transaction or in a series of the property transactions, and whether in a sale/leaseback transaction or otherwise, any assets of the Company Borrower and the Restricted Subsidiaries, taken as its Subsidiaries (measured on a whole, to any Person consolidated basis) (whether now owned or Persons (other than any Restricted Subsidiaryhereafter acquired), unless (A) in each casethe case of a merger involving the Borrower, in a single transaction or series of related transactions, unless: (i) either (x) the Company shall be the Surviving Person or (y) the Surviving Person (if other than the Company) shall be a corporation organized and validly existing under the laws of The Netherlands, the United States of America or any State thereof or the District of Columbia, and shall, in any such case, expressly assume by a supplemental indenture, the due and punctual payment of the principal of and interest on the Securities and the performance and observance of every covenant of this Indenture, the Escrow Agreement and the Registration Rights Agreement to be performed or observed on the part of the Company; (ii) immediately after giving effect thereto, (1) no event shall occur and be continuing that constitutes an Unmatured Default or an Event of Default, (2) the Borrower is the surviving corporation, and (3) the Borrower and its Subsidiaries shall not be liable with respect to any Debt or allow their respective properties to be subject to any Lien which the Borrower or any such Subsidiary could not become liable with respect to or allow its property to become subject to under this Agreement on the date of such transaction, or (B) in the case of any disposition of assets or any sale/leaseback transaction, immediately after giving effect thereto, no Default event shall have occurred and be continuing; and continuing that constitutes an Unmatured Default or an Event of Default (iiiincluding, without limitation, any Unmatured Default or Event of Default that would result from a breach by the Parent of Section 7(i) immediately after giving effect to such transaction, the Surviving Person (as the Company) could Incur at least $1.00 of additional Indebtedness under Section 4.12(a). 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 the properties and assets of one or more Restricted Subsidiaries the Equity Interests of which constitutes all or substantially all the properties and assets of the Company shall be deemed to be the transfer of all or substantially all the properties and assets of the CompanyGuaranty).

Mergers, Sale of Assets, etc. (a) The Company shall not not, in a single transaction or a series of related transactions, consolidate with or merge with or into (whether into, or not the Company is the Surviving Person) any other Person and the Company shall not, and shall not cause or permit any Restricted Subsidiary to, sell, convey, assign, transfer, lease lease, convey or otherwise dispose of all or substantially all of the property and Company's assets of determined on a consolidated basis for the Company and the Restricted Subsidiaries, taken as a whole, to any another Person or Persons (other than any Restricted Subsidiary), in each case, in adopt a single transaction or series plan of related transactions, unless: liquidation unless (i) either (x1) the Company shall be is the Surviving surviving Person or (y2) the Surviving Person (if other than the Company) formed by such consolidation or into which the Company is merged or the person that acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety or in the case of a plan of liquidation, the Person to which assets of the Company have been transferred, shall be a corporation corporation, partnership, limited liability company or trust organized and validly existing under the laws of The Netherlands, the United States of America or any State thereof or the District of Columbia, and shall, in any such case, expressly assume by a supplemental indenture, the due and punctual payment of the principal of and interest on the Securities and the performance and observance of every covenant of this Indenture, the Escrow Agreement and the Registration Rights Agreement to be performed or observed on the part of the Company; (ii) immediately after giving effect such surviving person shall assume all of the obligations of the Company under the Securities and this Indenture pursuant to such transaction, no Default shall have occurred and be continuinga supplemental indenture in a form reasonably satisfactory to the Trustee; and (iii) immediately after giving effect to such transaction and the use of the proceeds therefrom (on a pro forma basis, including giving effect to any Indebtedness incurred or anticipated to be incurred in connection with such transaction), (x) no Default or Event of Default shall have occurred and be continuing and (y) the Surviving Company (in the case of clause (1) of the foregoing clause (i)) or such Person (as in the Companycase of clause (2) could Incur at least of the foregoing clause (i)) shall be able to incur $1.00 of additional Indebtedness under (other than Permitted Indebtedness) in compliance with Section 4.12(a). For purposes 4.04; and (iv) the Company has delivered to the Trustee prior to the consummation of the foregoingproposed transaction an Officers' Certificate and an Opinion of Counsel, the each stating that such consolidation, merger or transfer (by lease, assignment, sale or otherwise, complies with this Indenture and that all conditions precedent in a single this Indenture relating to such transaction or series of transactions) of all or substantially all the properties and assets of one or more Restricted Subsidiaries the Equity Interests of which constitutes all or substantially all the properties and assets of the Company shall be deemed to be the transfer of all or substantially all the properties and assets of the Companyhave been satisfied.

Mergers, Sale of Assets, etc. (a) The Company shall not consolidate with or merge with or into (whether or not the Company is the Surviving Person) any other Person entity and the Company shall not, not and shall not cause or permit any Restricted Subsidiary to, sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the property Company's and the Restricted Subsidiaries properties and assets of (determined on a consolidated basis for the Company and the Restricted Subsidiaries, taken as a whole, ) to any Person or Persons (other than any Restricted Subsidiary), in each case, entity in a single transaction or series of related transactions, unless: (i) either (x) the Company shall be the Surviving Person or (y) the Surviving Person (if other than the Company) shall be a corporation organized and validly existing under the laws of The Netherlands, the United States of America or any State thereof or the District of ColumbiaColumbia or, if any such Restricted Subsidiary was a Foreign Restricted Subsidiary, under the laws of the United States of America or any state thereof or the District of Columbia or the jurisdiction under which such Foreign Restricted Subsidiary was organized, and shall, in any such case, expressly assume by a supplemental indentureindentures, the due and punctual payment of the principal of of, premium, if any, and interest on all the Securities Notes and the performance and observance of every covenant of this Indenture, the Escrow Agreement and the Registration Rights Agreement Indenture to be performed or observed on the part of the Company; (ii) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction, the Surviving Person (as the Company) could Incur at least $1.00 of additional Indebtedness under Section 4.12(a). 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 the properties and assets of one or more Restricted Subsidiaries the Equity Interests of which constitutes all or substantially all the properties and assets of the Company shall be deemed to be the transfer of all or substantially all the properties and assets of the Company.

Mergers, Sale of Assets, etc. The Company shall not consolidate with or merge with or into (whether or not the Company is the Surviving Person) any other Person entity and the Company shall not, not and shall not cause or permit any Restricted Subsidiary to, sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the property Company's and the Restricted Subsidiaries' properties and assets of (determined on a consolidated basis for the Company and the Restricted Subsidiaries, taken as a whole, ) to any Person or Persons (other than any Restricted Subsidiary), in each case, entity in a single transaction or series of related transactions, unless: (i) either (x) the Company shall be the Surviving Person or (y) the Surviving Person (if other than the Company) shall be a corporation organized and validly existing under the laws of The Netherlands, the United States of America or any State thereof or the District of Columbia, and shall, in any such case, expressly assume by a supplemental indenture, the due and punctual payment of the principal of of, premium, if any, and interest on the Securities and the performance and observance of every covenant of this Indenture, the Escrow Agreement Indenture and the Exchange and Registration Rights Agreement to be performed or observed on the part of the Company; (ii) immediately after giving effect to such transactionthereafter, no Default shall have has occurred and be is continuing; and (iii) immediately after giving effect to any such transaction 47 -41- including the Incurrence by the Company or any Restricted Subsidiary, directly or indirectly, of additional Indebtedness (and treating any Indebtedness not previously an obligation of the Company or any Restricted Subsidiary in connection with or as a result of such transaction as having been Incurred at the time of such transaction), the Surviving Person (could Incur, on a pro forma basis after giving effect to such transaction as if it had occurred at the Company) could Incur beginning of the four quarter period immediately preceding such transaction for which consolidated financial statements of the Company are available, at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the Consolidated Operating Cash Flow Ratio of the first paragraph of Section 4.12(a)4.04. Notwithstanding the foregoing clause (iii) of the immediately preceding paragraph, any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company or to a Restricted Subsidiary. 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 the properties and assets of one or more Restricted Subsidiaries the Equity Interests of which constitutes constitute all or substantially all the properties and assets of the Company shall be deemed to be the transfer of all or substantially all the properties and assets of the Company. In connection with any consolidation, merger, transfer, lease, assignment or other disposition contemplated hereby, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, transfer, lease, assignment or other disposition and the supplemental indentures in respect thereof comply with the requirements under this Indenture.

Mergers, Sale of Assets, etc. The Company shall not consolidate with or merge with or into (whether or not the Company is the Surviving Person) any other Person entity, and the Company shall not, and shall not cause or permit any Restricted Subsidiary to, sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the property Company's and the Restricted Subsidiaries' properties and assets of (determined on a consolidated basis for the Company and the Restricted Subsidiaries, taken as a whole, ) to any Person or Persons (other than any Restricted Subsidiary), in each case, entity in a single transaction or series of related transactions, unless: (i) either (x) the Company shall be the Surviving Person or (y) the Surviving Person (if other than the Company) shall be a corporation organized and validly existing under the laws of The Netherlands, the United States of America or any State thereof or the District of Columbia, and shall, in any such case, expressly assume by a supplemental indenture, the due and punctual payment of the principal of of, premium, if any, and interest on the Securities and the performance and observance of every covenant of this Indenture, the Escrow Agreement Indenture and the Registration Rights Agreement to be performed or observed on the part of the Company; (ii) immediately after giving effect to such transactionthereafter, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to any such transaction involving the Incurrence by the Company or any Restricted Subsidiary, directly or indirectly, of additional Indebtedness (and treating any Indebtedness not previously an obligation of the Company or any Restricted Subsidiary in connection with or as a result of such transaction as having been Incurred at the time of such transaction), the Surviving Person (could Incur, on a pro forma basis after giving effect to such transaction as if it had occurred at the Company) could Incur beginning of the quarter immediately preceding the latest fiscal quarter for which consolidated financial statements of the Company are available, at least $1.00 of additional Indebtedness under the Debt to Annualized Operating Cash Flow Ratio of Section 4.12(a4.04(a). For purposes of the foregoing; provided, the transfer however, that neither clause (by lease, assignment, sale or otherwise, in ii) nor clause (iii) shall prohibit a single transaction or series of transactions) of all or substantially all the properties and assets of one or more Restricted Subsidiaries the Equity Interests of which constitutes all or substantially all the properties and assets merger of the Company shall be deemed to be the transfer with or into Comcast Cellular or a merger of all a Restricted Subsidiary with or substantially all the properties and assets of into the Company.

Mergers, Sale of Assets, etc. The Company (a) No Issuer shall not consolidate with or merge with or into (whether or not the Company such Issuer is the Surviving Person) any other Person entity and the Company shall not, not and shall not cause or permit any Restricted Subsidiary to, sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the property Company's properties and assets of (determined on a consolidated basis for the Company and the Restricted Subsidiaries, taken as a whole, ) to any Person or Persons (other than any Restricted Subsidiary), in each case, entity in a single transaction or series of related transactions, unless: (i) either (x) the Company such Issuer shall be the Surviving Person or (y) the Surviving Person (if other than the Companysuch Issuer) shall be be, in the case of Capital, a corporation corporation, or in any other case, a corporation, partnership or limited liability company organized and validly existing under the laws of The Netherlands, the United States of America or any State thereof or the District of Columbia, and shall, in any such case, expressly assume by a supplemental indenture, the due and punctual payment of the principal of of, premium, if any, and interest on all the Securities and the performance and observance of every covenant of this Indenture, the Escrow Agreement Collateral Documents and the Registration Rights Agreement to be performed or observed on the part of the CompanyIssuers; (ii) immediately after giving effect to such transactionthereafter, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to any such transaction involving the Incurrence by the Company or any Restricted Subsidiary, directly or indirectly, of additional Indebtedness (and treating any Indebtedness not previously an obligation of the Company or any Restricted Subsidiary in connection with or as a result of such transaction as having been Incurred at the time of such transaction), the Surviving Person (could Incur, on a pro forma basis after giving effect to such transaction as if it had occurred at the Company) could Incur beginning of the latest fiscal quarter for which consolidated financial statements of the Company are available, at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the Debt to Operating Cash Flow Ratio of the first paragraph of Section 4.12(a4.04; (iv) the Issuers have delivered to the Trustee an opinion of counsel to the effect that the holders of the Securities will not recognize gain or loss for federal income tax purposes as a result of such transaction; and (v) immediately thereafter the Surviving Person shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of such Issuer immediately prior to such transaction. Notwithstanding the foregoing, Capital may merge into the Company upon or at any time following a Corporation Conversion, and clauses (iii), (iv) and (v) of the first paragraph of this Section 5.01(a) shall not apply in the case of a merger by the Company if (i) the Company is the Surviving Person, (ii) the consideration issued or paid by the Company in such merger consists solely of Qualified Equity Interests of the Company, and (iii) immediately after giving effect to such merger, (x) if the Debt to Operating Cash Flow Ratio immediately before such merger is positive, the Debt to Operating Cash Flow Ratio immediately after such merger does not exceed such ratio immediately prior to such merger (giving pro forma effect to the merger as described in clause (iii) of the first paragraph of this Section 5.01(a)) or (y) if the Debt to Operating Cash Flow Ratio immediately before such merger is negative, the Company shall have Consolidated Net Worth immediately after such merger equal to or greater than the Consolidated Net Worth of the Company immediately prior to such merger. For purposes of the foregoingthis Section 5.01(a), the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all the properties and assets of one or more Restricted Subsidiaries the Equity Interests Interest of which constitutes all or substantially all the properties and assets of the Company shall be deemed to be the transfer of all or substantially all the properties and assets of the Company.

Mergers, Sale of Assets, etc. (a) The Company shall not consolidate with or merge with or into (whether or not the Company is the Surviving Person) any other Person entity and the Company shall not, not and shall not cause or permit any Restricted Subsidiary to, sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the property Company's and the Restricted Subsidiaries properties and assets of (determined on a consolidated basis for the Company and the Restricted Subsidiaries, taken as a whole, ) to any Person or Persons (other than any Restricted Subsidiary), in each case, entity in a single transaction or series of related transactions, unless: (i) either (x) the Company shall be the Surviving Person or (y) the Surviving Person (if other than the Company) shall be a corporation organized and validly existing under the laws of The Netherlands, the United States of America or any State thereof or the District of ColumbiaColumbia or, if any such Restricted Subsidiary was a Foreign Restricted Subsidiary, under the laws of the United States of America or any state thereof or the District of Columbia or the jurisdiction under which such Foreign Restricted Subsidiary was organized, and shall, in any such case, expressly assume by a supplemental indentureindentures, the due and punctual payment of the principal of of, premium, if any, and interest on all the Securities Notes and the performance and observance of every covenant of this Indenture, the Escrow Agreement and the Registration Rights Agreement Indenture to be performed or observed on the part of the Company; (ii) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction, the Surviving Person (as the Company) could Incur at least $1.00 of additional Indebtedness under Section 4.12(a). 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 the properties and assets of one or more Restricted Subsidiaries the Equity Interests of which constitutes all or substantially all the properties and assets of the Company shall be deemed to be the transfer of all or substantially all the properties and assets of the Company.

Mergers, Sale of Assets, etc. (a) The Company shall not consolidate with or merge with or into (whether or not the Company is the Surviving Person) any other Person entity and the Company shall not, not and shall not cause or permit any Restricted Subsidiary of the Company to, sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the property Company's and its Subsidiaries' properties and assets of (determined on a consolidated basis for the Company and the Restricted Subsidiaries, taken as a whole, ) to any Person or Persons (other than any Restricted Subsidiary), in each case, entity in a single transaction or series of related transactions, unless: (i) either (x) the Company shall be the Surviving Person or (y) the Surviving Person (if other than the Company) shall be a corporation organized and validly existing under the laws of The Netherlands, the United States of America or any State thereof or the District of Columbia, and shall, in any such case, expressly assume by a supplemental indenture, the due and punctual payment of the principal of of, premium, if any, and interest on all the Securities and the performance and observance of every covenant of this Indenture, the Escrow Agreement Indenture and the Registration Rights Agreement to be performed or observed on the part of the Company; (ii) immediately after giving effect to such transactionthereafter, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect the Company or the Surviving Person shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the Surviving Person (as the Company) could Incur at least $1.00 applicable provisions of additional Indebtedness under Section 4.12(a)this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. 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 the properties and assets of one or more Restricted Subsidiaries of the Company the Equity Interests of which constitutes all or substantially all the properties and assets of the Company shall be deemed to be the transfer of all or substantially all the properties and assets of the Company.

Mergers, Sale of Assets, etc. (a) The Company shall not consolidate with or merge with or into (whether or not the Company is the Surviving Person) any other Person and the Company shall not, and shall not cause or permit any Restricted Subsidiary to, sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the property Company’s properties and assets of the Company and the Restricted Subsidiaries, taken as a whole, to any Person or Persons (other than any Restricted Subsidiary), in each case, entity in a single transaction or series of related transactions, unless: (i) either (x) the Company shall be the Surviving Person or (y) the Surviving Person (if other than the Company) shall be a corporation Person organized and validly existing under the laws of The Netherlands, the United States of America or any State thereof or the District of Columbia, Columbia and shall, in any such case, expressly assume by a supplemental indenture, the due and punctual payment of the principal of of, premium, if any, and interest on all the Securities and the performance and observance of every covenant of this Indenture, the Escrow Agreement and the Registration Rights Agreement Indenture to be performed or observed on the part of the Company; (ii) immediately after giving effect to such transactionthereafter on a pro forma basis, no Default or Event of Default shall have occurred and be continuing; and (iii) except in the case of a merger or consolidation of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made shall, immediately after such transaction after giving pro forma effect thereto and any related financial transaction as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to such transaction, the Surviving Person (as the Company) could Incur at least $1.00 of additional Indebtedness under pursuant to the first paragraph of Section 4.12(a). 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 the properties and assets of one or more Restricted Subsidiaries the Equity Interests of which constitutes all or substantially all the properties and assets of the Company shall be deemed to be the transfer of all or substantially all the properties and assets of the Company4.03 hereof.