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

Mergers, Sale of Assets, etc. The Borrower shall not consolidate with or merge with or into any other entity and the Borrower 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 Borrower's and the Restricted Subsidiaries properties and assets (determined on a consolidated basis for the Borrower and the Restricted Subsidiaries) to any entity in a single transaction or series of related transactions, unless: either (i) the Borrower shall be the Surviving Person or (ii) the Surviving Person (if other than the Borrower) shall be a corporation organized and validly existing under the laws of the United States of America or any State thereof or the District of Columbia 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 supplemental agreement, the due and punctual payment of the principal of and interest on the Senior Subordinated Notes and the performance and observance of every covenant in this Agreement to be performed or observed on the part of the Borrower; provided, however, that if such transaction results in a Change of Control, the Senior Subordinated Notes shall be prepaid if required pursuant to Section 2.02(b). 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 Borrower shall be deemed to be the transfer of all or substantially all the properties and assets of the Borrower.

Mergers, Sale of Assets, etc. (a) The Borrower Company shall not consolidate with or merge with or into any other entity and the Borrower 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 BorrowerCompany's and the Restricted Subsidiaries properties and assets (determined on a consolidated basis for the Borrower Company and the Restricted Subsidiaries) to any entity in a single transaction or series of related transactions, unless: either (ix) the Borrower Company shall be the Surviving Person or (iiy) the Surviving Person (if other than the BorrowerCompany) shall be a corporation organized and validly existing under the laws of the United States of America or any State thereof or the District of Columbia 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 supplemental agreementindentures, the due and punctual payment of the principal of of, premium, if any, and interest on all the Senior Subordinated Notes and the performance and observance of every covenant in of this Agreement Indenture to be performed or observed on the part of the Borrower; provided, however, that if such transaction results in a Change of Control, the Senior Subordinated Notes shall be prepaid if required pursuant to Section 2.02(b)Company. 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 Borrower Company shall be deemed to be the transfer of all or substantially all the properties and assets of the BorrowerCompany.

Mergers, Sale of Assets, etc. (a) The Borrower Company shall not consolidate with or merge with or into (whether or not the Company is the Surviving Person) any other entity and the Borrower 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 BorrowerCompany's and the Restricted Subsidiaries properties and assets (determined on a consolidated basis for the Borrower Company and the Restricted Subsidiaries) to any entity in a single transaction or series of related transactions, unless: either (ix) the Borrower Company shall be the Surviving Person or (iiy) the Surviving Person (if other than the BorrowerCompany) shall be a corporation organized and validly existing under the laws of the United States of America or any State thereof or the District of Columbia 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 supplemental agreementindentures, the due and punctual payment of the principal of of, premium, if any, and interest on all the Senior Subordinated Notes and the performance and observance of every covenant in of this Agreement Indenture to be performed or observed on the part of the Borrower; provided, however, that if such transaction results in a Change of Control, the Senior Subordinated Notes shall be prepaid if required pursuant to Section 2.02(b)Company. 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 Borrower Company shall be deemed to be the transfer of all or substantially all the properties and assets of the BorrowerCompany.