Permitted Reorganizations. The Issuer shall not enter into any transaction or series of transactions whereby all or substantially all of its undertaking, property and assets would become the property of any other Person (herein called a “Successor”), whether by way of conveyance, transfer, reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise (herein a “Successor Transaction”), unless:
(a) the Successor shall be a Person organized and existing under the laws of Canada or any province or territory of Canada and shall expressly assume, by a Supplemental Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the Issuer’s obligation for the due and punctual payment of the principal of (and premium, if any), including Redemption Price and Repayment Price, and interest on all the Notes and the performance of every covenant of this Indenture on the part of the Issuer to be performed or observed;
(b) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and
(c) the Issuer or such Successor shall have delivered to the Trustee an Opinion of Counsel (for which the provider of such Opinion of Counsel may rely on an Officer’s Certificate for factual matters), to the effect that such Successor Transaction and such Supplemental Indenture comply with this Article and that all conditions precedent herein provided for relating to such Successor Transaction have been complied with, provided, however, that the provisions of this Section 7.1 shall not be applicable to any transaction between or among any one or more of the Issuer, any Guarantor and/or any Subsidiary of any of them, provided that the Issuer continues to exist.
Permitted Reorganizations. (a) For purposes of determining Consolidated EBITDA, the Total Leverage Ratio, the First Lien Senior Secured Leverage Ratio, the Secured Leverage Ratio, Consolidated Depreciation and Amortization Expense, Consolidated EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Total Debt, Consolidated Working Capital, consolidated gross revenues, Excess Cash Flow, Net Cash Proceeds or any other financial ratio, basket calculation or financial measurement of any kind whatsoever of Holdings, the Borrowers or the Restricted Subsidiaries in respect of a period commencing prior to the date of completion of any Permitted Reorganization and ending on or after such date, such determination shall be made using the results for the applicable period ending prior to such date of Holdings, the Borrowers, or the Restricted Subsidiaries as in effect during such prior period and the results for the applicable period on and after such date of Holdings, the Borrowers, or the Restricted Subsidiaries as in effect during such subsequent period. For purposes of each of Sections 6.01(a) and 6.01(b), at any time when the most recent fiscal year or fiscal quarter, as applicable, ended after the date of the completion of any Permitted Reorganization and the comparable prior year period ended prior to such date, the financial statements delivered in respect of such prior period may be those of Holdings or any direct or indirect parent of Holdings as of the last day of such prior fiscal year or fiscal quarter, as applicable.
(b) Notwithstanding anything to the contrary set forth herein or in any other Loan Document, Holdings and the Restricted Subsidiaries (other than the Borrowers) may implement a Permitted Reorganization.
Permitted Reorganizations
