Subsidiary Guarantors May Consolidate, Etc. On Certain Terms.
(a) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety, or substantially as an entirety, to the Company, unless immediately after giving effect to such transaction, a Default or Event of Default exists.
(b) Except as set forth in Articles 4 and 5, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Subsidiary Guarantor (other than the Residual Collateral Trusts) with or into (whether or not such Subsidiary Guarantor is the surviving Person) another corporation, Person or entity, whether or not affiliated with such Subsidiary Guarantor, or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor (other than the Residual Collateral Trusts) as an entirety or substantially as an entirety, to a corporation other than the Company (whether or not affiliated with the Subsidiary Guarantor) authorized to acquire and operate the same if immediately after giving effect to such transaction, no Default or Event of Default exists; provided, however, that each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee endorsed on the Senior Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, the Collateral Agreements and the Related Agreements to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation or into which the Subsidiary Guarantor shall have been merged, or by the corporation which shall have acquired such property. In addition, the requirements of Section 5.01(a)(ii) (with respect to the Subsidiary Guarantor’s obligations), (iii), (iv), (v) and (vi) shall be satisfied...
Subsidiary Guarantors May Consolidate, Etc on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or a Guarantor or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company or a Guarantor.
Subsidiary Guarantors May Consolidate, Etc. ON CERTAIN TERMS.
(a) Nothing contained in this Agreement or in any Subsidiary Guarantee shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Customer or another Subsidiary Guarantor, or shall prevent the transfer of all or substantially all of the assets of a Subsidiary Guarantor to the Customer or another Subsidiary Guarantor. Upon any such consolidation, merger, transfer or sale, the Subsidiary Guarantee of the Subsidiary Guarantor being consolidated or merged with or into the Customer or such other Subsidiary Guarantor (or the assets of which are being so transferred) shall no longer have any force or effect.
(b) Nothing contained in this Agreement shall prevent any consolidation or merger of a Subsidiary Guarantor with or into a corporation or corporations other than the Customer or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent the transfer of all or substantially all of the assets of a Subsidiary Guarantor, to a corporation other than the Customer or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor) authorized to acquire and operate the same in the event that such consolidation, merger or transfer complies with the terms and conditions of the Indenture and all Subsidiary Guarantees.
Subsidiary Guarantors May Consolidate, Etc on Certain Terms.
(a) Subject to paragraph (b) of this Section 10.02, no
(a) will not prohibit a merger between Subsidiary Guarantors or a merger between the Company and a Subsidiary Guarantor.
(b) In the event of a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor or a sale or other disposition of all of the Capital Stock of such Subsidiary Guarantor, in any case by way of merger, consolidation or otherwise, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Capital Stock of such Subsidiary Guarantor) or the Person acquiring the assets (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) will be released and relieved of any obligations under its Guarantees; provided that in the event such sale or disposition constitutes an Asset Sale, the Net Available Proceeds of such sale or other disposition are applied in accordance with the provisions of this Indenture described under Section 4.11.
Subsidiary Guarantors May Consolidate, Etc on Certain Terms. -----------------------------------
(a) No Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another corporation, Person or entity whether or not affiliated with such Subsidiary Guarantor unless, either:
Subsidiary Guarantors May Consolidate, Etc on Certain ------------------------------------------------------- Terms. ------
(a) Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Subsidiary Guarantor or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company or another Subsidiary Guarantor, which consolidation, merger, sale or conveyance is otherwise in accordance with the terms of this Indenture.
(b) Other than as set forth in paragraph (a) of this Section, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person whether or not affiliated with such Subsidiary Guarantor unless: (i) subject to the provisions of Section 1309, the Person formed by or surviving such consolidation or merger (if other than such Subsidiary Guarantor) assumes all of the obligations of such Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee, pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing.
Subsidiary Guarantors May Consolidate, Etc on Certain Terms 86 Section 10.05. Releases Following Sale of Assets 86
Subsidiary Guarantors May Consolidate, Etc. ON CERTAIN TERMS. Except as otherwise provided in Section 10.5, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person whether or not affiliated with such Subsidiary Guarantor unless:
(a) subject to Section 10.5 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Subsidiary Guarantor or the Company) unconditionally assumes all the obligations of such Subsidiary Guarantor, pursuant to a supplemental indenture
Subsidiary Guarantors May Consolidate, Etc on Certain Terms 76 Section 10.05. Releases Following Sale of Assets 76 ARTICLE 11. SATISFACTION AND DISCHARGE 77 Section 11.01. Satisfaction and Discharge 77
Subsidiary Guarantors May Consolidate, Etc on Certain Terms 83 Section 11.03 Successor Corporation to Be Substituted 84 Section 11.04 Opinion of Counsel to Be Given to Trustee 84 ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS 85 Section 12.01 Indenture and Notes Solely Corporate Obligations 85 ARTICLE 13 [INTENTIONALLY OMITTED] 85 ARTICLE 14 CONVERSION OF NOTES 85 Section 14.01 Conversion Privilege 85 Section 14.02 Conversion Procedure; Settlement Upon Conversion 85 Section 14.03 [Reserved] 87 Section 14.04 Adjustment of Conversion Rate 87 Section 14.05 Adjustments of Prices 95 Section 14.06 Shares to Be Fully Paid 95 Section 14.07 Effect of Recapitalizations, Reclassifications and Changes of the Common Stock 95 Section 14.08 Certain Covenants 97 Section 14.09 Responsibility of Trustee 97 Section 14.10 Notice to Holders Prior to Certain Actions 98 Section 14.11 Stockholder Rights Plans 98 Section 14.12 Exchange in Lieu of Conversion 98 Section 14.13 Limits Upon Issuance of Shares of Common Stock Upon Conversion 99
