Successor Company. The Company shall require any successor or successors (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Employee, to acknowledge expressly that this Agreement is binding upon and enforceable against the Company in accordance with the terms hereof, and to become jointly and severally obligated with the Company to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or successions had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement. As used in this Agreement, the Company shall mean the Company as hereinbefore defined and any such successor or successors to its business and/or assets, jointly and severally.
Successor Company. SECTION 5.01. When Company May Merge or Transfer Assets......................60
Successor Company. The Company shall require any successor or successors (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to the Employee, to acknowledge expressly that this Agreement is binding upon and enforceable against the Company in accordance with the terms hereof, and to become jointly and severally obligated with the Company to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or successions had taken place. Failure of the Company to notify the Employee in writing as to such successorship, to provide the Employee the opportunity to review and agree to the successor’s assumption of this Agreement or to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement. As used in this Agreement, the Company shall mean the Company as defined above and any such successor or successors to its business or assets, jointly and severally.
Successor Company. SECTION 5.01. When Company May Merge or Transfer Assets ............................... 49
Successor Company. Section 4.01. Consolidation, Merger and Sale of Assets.......................31
Successor Company. The term “
Successor Company. SECTION 5.01. When Company May Merge or Transfer Assets 83 SECTION 6.01. Events of Default 86 SECTION 6.02. Acceleration 88 SECTION 6.03. Other Remedies 90 SECTION 6.04. Waiver of Past Defaults 91 SECTION 6.05. Control by Majority 91 SECTION 6.06. Limitation on Suits 91 SECTION 6.07. Rights of the Holders to Receive Payment 92 SECTION 6.08. Collection Suit by Trustee 92 SECTION 6.09. Trustee May File Proofs of Claim 92 SECTION 6.10. Priorities 93 SECTION 6.11. Undertaking for Costs 93 SECTION 6.12. Waiver of Stay or Extension Laws 93 SECTION 7.01. Duties of Trustee 93 SECTION 7.02. Rights of Trustee 95 SECTION 7.03. Individual Rights of Trustee 96 SECTION 7.04. Trustee’s Disclaimer 96 SECTION 7.05. Notice of Defaults 96 SECTION 7.06. Reports by Trustee to the Holders 96 SECTION 7.07. Compensation and Indemnity 97 SECTION 7.08. Replacement of Trustee 98 SECTION 7.09. Successor Trustee by Merger 99 SECTION 7.10. Eligibility; Disqualification 99 SECTION 7.11. Preferential Collection of Claims Against Company 99 SECTION 7.12. Authorization of Security Documents; Intercreditor Agreement 99
Successor Company. (a) When the Company or Dex Media East Finance May Merge or Transfer Assets. Neither the Company nor Dex Media East Finance shall consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless:
(i) the resulting, surviving or transferee Person (the "Successor Company") shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Company or Dex Media East Finance) shall expressly assume, by a supplemental indenture hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company or Dex Media East Finance under the Securities and this Indenture;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing;
(iii) immediately after giving effect to such transaction, the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a);
(iv) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; and
(v) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such transaction and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such transaction had not occurred. The Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company or Dex Media East Finance, under this Indenture, but the predecessor Company in the case of a conveyance, transfer or lease of all or substantially all its assets shall not be released from the obligation to pay the principal of and interest on the Securities.
(b) The Company shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets to any Person unl...
Successor Company. SECTION 5.01. When Company May Merge or Transfer Assets 49 SECTION 6.01. Events of Default 51 SECTION 6.02. Acceleration 53 SECTION 6.03. Other Remedies 54 SECTION 6.04. Waiver of Past Defaults 54 SECTION 6.05. Control by Majority 54 SECTION 6.06. Limitation on Suits 54 SECTION 6.07. Rights of Holders to Receive Payment 55 SECTION 6.08. Collection Suit by Trustee 55 SECTION 6.09. Trustee May File Proofs of Claim 55 SECTION 6.10. Priorities 55 SECTION 6.11. Undertaking for Costs 56 SECTION 6.12. Waiver of Stay or Extension Laws 56 SECTION 7.01. Duties of Trustee 56 SECTION 7.02. Notice of Defaults 57 SECTION 7.03. Rights of Trustee 58 SECTION 7.04. Individual Rights of Trustee 58 SECTION 7.05. Trustee’s Disclaimer 58 SECTION 7.06. Reserved. 58 SECTION 7.07. Reports by Trustee to Holders 58 SECTION 7.08. Compensation and Indemnity 59 SECTION 7.09. Replacement of Trustee 59 SECTION 7.10. Successor Trustee by Xxxxxx 60 SECTION 7.11. Eligibility; Disqualification 60 SECTION 7.12. Preferential Collection of Claims Against Company 61
Successor Company. The obligations of the Company under this Warrant shall be binding upon any successor company or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor company or organization succeeding to substantially all of the assets and business of the Company. The Company agrees that it will make appropriate provision for the preservation of Holder's rights under this Warrant in any agreement or plan which it may enter into or adopt to effect any such merger, consolidation, reorganization or transfer of assets.
