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

Sale of Assets, Merger, etc. Without the prior written consent of LESSOR, which consent shall not be unreasonably or arbitrarily withheld, LESSEE will not sell, lease, assign, transfer or otherwise dispose of substantially all of its assets, whether now owned or hereafter acquired, except in the ordinary course of its business as presently conducted and for a full and adequate consideration, and will not merge or consolidate with or into, or acquire substantially all of the assets and assume substantially all of the liabilities of, any corporation or other entity unless the surviving entity, as a result of such sale, purchase, merger or consolidation, is the LESSEE or the surviving entity (i) assumes this Lease; (ii) is a U.S. Air Carrier; and (iii) has and will have, immediately following any such sale, purchase, merger or consolidation, a tangible net worth (as determined in accordance with United States generally accepted accounting practices) equal to or greater than that which the LESSEE had immediately prior to such sale, merger or consolidation.