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 unless: (i) the resulting, surviving or transferee Person (the "Successor Guarantor") will be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Person (if not such Subsidiary Guarantor) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; (ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; and (iii) 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. (c) Notwithstanding the foregoing, (i) any Restricted Subsidiary (other than Dex Media East Finance) may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any Subsidiary Guarantor and (ii) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax or other benefits.
Appears in 4 contracts
Samples: Indenture (Dex Media Inc), Indenture (Dex Media Inc), Indenture (Dex Media International Inc)
Successor Company. (a) When the Company or Dex Media East West Finance May Merge or Transfer Assets. Neither the Company nor Dex Media East West 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 West 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 West 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 West 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 unless: (i) the resulting, surviving or transferee Person (the "Successor Guarantor") will be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Person (if not such Subsidiary Guarantor) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; (ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; and (iii) 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.
(c) Notwithstanding the foregoing, (i) any Restricted Subsidiary (other than Dex Media East West Finance) may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any Subsidiary Guarantor and Guarantor; (ii) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax or other benefits; and (iii) the Company may consummate the Acquisition on substantially the terms described in the Offering Memorandum.
Appears in 2 contracts
Samples: Indenture (Dex Media Inc), Indenture (Dex Media West LLC)
Successor Company. (a) SECTION 5.01. When the Company or Dex Media East Nalco Finance LLC May Merge or Transfer Assets. Neither the Company nor Dex Media East .
(a) Nalco Finance LLC shall not consolidate with or merge with or intointo or wind up into (whether or not Nalco Finance LLC is the surviving Person), or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person, Person unless:
(i) Nalco Finance LLC is the resultingsurviving Person or the Person formed by or surviving any such consolidation or merger (if other than Nalco Finance LLC or Nalco Holdings Inc.) or to which such sale, surviving assignment, transfer, lease, conveyance or transferee Person (the "Successor Company") other disposition shall be have been made is a corporation corporation, partnership or limited liability company organized and or existing under the laws of the United States of AmericaStates, any State thereof or state thereof, the District of Columbia and Columbia, or any territory thereof (Nalco Finance LLC or such Person, as the case may be, being herein called the "Successor Company");
(ii) the Successor Company (if not other than Nalco Finance LLC or Nalco Holdings Inc.) expressly assumes all the Company obligations of Nalco Finance LLC under this Indenture and the Securities pursuant to supplemental indentures or Dex Media East Finance) shall expressly assume, by a supplemental indenture hereto, executed and delivered to the Trustee, other documents or instruments in form reasonably satisfactory to the Trustee, all the obligations of the Company or Dex Media East Finance under the Securities and this Indenture;
(iiiii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any of its Restricted Subsidiary Subsidiaries 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 or Event of Default shall have occurred and be continuing;
(iiiiv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, either
(A) the Successor Company would be able permitted to Incur an additional at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a);; or
(ivB) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be greater than such ratio for Nalco Finance LLC and its Restricted Subsidiaries immediately prior to such transaction; and
(v) Nalco Finance LLC 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 indentures (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, Nalco Finance LLC 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 Indenture 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 unless: (i) . Notwithstanding the resulting, surviving or transferee Person (the "Successor Guarantor") will be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Person (if not such Subsidiary Guarantor) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; (ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; and foregoing clauses (iii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion (iv) of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture.
(c) Notwithstanding the foregoingSection 5.01, (ia) any Restricted Subsidiary (other than Dex Media East Finance) may consolidate with, merge into or transfer all or part of its properties and assets to the Company Nalco Finance LLC or any Subsidiary Guarantor to another Restricted Subsidiary, and (iib) the Company Nalco Finance LLC may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company or reforming Nalco Finance LLC in another jurisdiction to realize tax or other benefitsstate of the United States so long as the amount of Indebtedness of Nalco Finance LLC and its Restricted Subsidiaries is not increased thereby.
Appears in 2 contracts
Samples: Indenture (Nalco Finance Holdings Inc.), Indenture (Nalco Energy Services Equatorial Guinea LLC)
Successor Company. (a) When the The Company shall not enter into any transaction or Dex Media East Finance May Merge or Transfer Assets. Neither the Company nor Dex Media East Finance shall consolidate with series of transactions to consolidate, amalgamate or merge with or intointo any other Person or sell, or convey, transfer assign, transfer, lease or lease otherwise dispose of all or substantially all its property and assets to, to any Person, unless:
Person unless (i) if the resulting, Company is a party to such transaction and is not the surviving or transferee Person entity (the "Successor CompanySurviving Entity") ), the Person formed by such consolidation or amalgamation or into which the Company is merged or that acquires, by sale, conveyance, assignment, transfer, lease or other disposition, all or substantially all the properties and assets of the Company as an entirety, 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 or Columbia and the Successor Company (if not the Company or Dex Media East Finance) shall expressly assume, 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 pursuant to the Securities and this the Indenture;
; (ii) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the Successor Company or any Restricted Subsidiary the Surviving Entity as a result of such transaction or series of transactions as having been Incurred incurred by the Successor Company or such Restricted Subsidiary Surviving Entity at the time of such transaction), transaction or series of transactions) 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 or Event 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 unless: (i) the resulting, surviving or transferee Person (the "Successor Guarantor") will be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Person (if not such Subsidiary Guarantor) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; (ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; and (iii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating (A) that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) and written instrument (if any) comply with this Indenture.
Indenture and (cB) Notwithstanding the foregoing, (i) any Restricted Subsidiary (other than Dex Media East Finance) may consolidate with, merge into that upon execution and delivery of such supplemental indenture or transfer all or part of its properties and assets to written instrument the Company or any Subsidiary Guarantor such Surviving Entity shall be bound by the terms of this Indenture as thereby amended and (ii) this Indenture as thereby amended shall be enforceable against the Company may merge or such Successor Entity in accordance with an Affiliate incorporated solely for the purpose of reincorporating its terms. Upon any transaction involving the Company in another jurisdiction which the Company is not the Surviving Entity, such Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, but the Company in the case of a transfer or lease shall not be released from the obligation to realize tax pay the principal of, and premium, if any, or other benefitsinterest on, the Securities.
Appears in 2 contracts
Successor Company. SECTION 5.01. WHEN THE COMPANY, THE GUARANTORS AND THE INTERCOMPANY NOTE OBLIGORS MAY MERGE OR TRANSFER ASSETS.
(a) When the Company or Dex Media East Finance May Merge or Transfer Assets. Neither the Company nor Dex Media East Finance UCAR International shall not consolidate with or merge with or into, or convey, transfer or lease lease, in one transaction or a series of related transactions, directly or indirectly, all or substantially all its assets to, any Person, unless:
(i1) the resulting, surviving or transferee Person (the "Successor Company") shall be a corporation Person 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 FinanceUCAR International) shall expressly assumeassumes, by a an indenture supplemental indenture hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company or Dex Media East Finance UCAR International under the Securities and this Indenture;
(ii2) immediately after giving PRO FORMA 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 such Successor Company or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing;
(iii3) immediately after giving PRO FORMA effect to such transaction, the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a);
(iv4) immediately after giving PRO FORMA effect to such transaction, the Successor Company shall have Consolidated Net Worth in an amount that is not less than the Consolidated Net Worth of UCAR International immediately prior to such transaction;
(5) UCAR International 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
(v6) the Company UCAR International 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, PROVIDED, HOWEVER, that clauses (3) and (4) will not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to UCAR International or (B) UCAR International merging with an Affiliate of UCAR International solely for the purpose and with the sole effect of reincorporating UCAR International in another jurisdiction. The foregoing limitation shall not prohibit any pledge of assets of UCAR International under the Credit Agreement. The Successor Company will be the successor to UCAR International and shall succeed to, and be substituted for, and may exercise every right and power of, the Company or Dex Media East Finance, UCAR International under this Indenture, but the predecessor Company and UCAR International, except in the case of a conveyancelease, transfer or lease of all or substantially all its assets shall not be released from its guaranty of the obligation to pay Company's obligations under the principal of Securities and interest on the Securitiesthis Indenture.
(b) The Company UCAR International shall not permit any Subsidiary Guarantor UCAR Global, UCAR Carbon or the Company to consolidate with or merge with or into, or convey, transfer or lease lease, in one transaction or a series of transactions, all or substantially all of its respective assets to any Person unless: :
(i1) the resultingSuccessor Company (if not UCAR Global, surviving UCAR Carbon or transferee Person (the "Successor Guarantor"Company, as the case may be) will shall be a corporation Person organized and existing under the laws of the United States of America, or any State thereof or the District of Columbia, and such Person (if not such Subsidiary Guarantor) shall expressly assumeassumes, by a an indenture supplemental indenturehereto, executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor UCAR Global, UCAR Carbon or the Company, as the case may be, if any, under its Subsidiary Guarantee; the Securities and this Indenture;
(ii2) immediately after giving effect to such transaction or transactions on a PRO FORMA basis (and treating any Indebtedness which becomes an obligation of the Successor Guarantor resulting, surviving or any Restricted Subsidiary transferee Person as a result of such transaction as having been Incurred issued by such Successor Guarantor or such Restricted Subsidiary Person at the time of such transaction), no Default shall have occurred and be continuing; and (iii) 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.
(c) Notwithstanding the foregoing, (i) any Restricted Subsidiary (other than Dex Media East Finance) may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any Subsidiary Guarantor and (ii) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax or other benefits.;
Appears in 1 contract
Samples: Indenture (Ucar International Inc)
Successor Company. (a) SECTION 5.01. When the Company or Dex Media East Finance May Merge or Transfer ---------------------------------- Assets. Neither the The Company nor Dex Media East Finance shall not 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 is a corporation corporation, partnership, limited liability company or business trust organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (a "Domestic Company") and the Successor Company (if not the Company or Dex Media East FinanceCompany) shall expressly assumeassumes, by a supplemental indenture heretoindenture, 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 Consolidated Coverage Ratio of the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a)is at least 2.00:1;
(iv) immediately after giving effect to such transaction, the Successor Company shall have Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company immediately prior to such transaction; and
(v) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion 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 (or the Accreted Value, as the case may be) 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 unless: (i) . Notwithstanding the resulting, surviving or transferee Person (the "Successor Guarantor") will be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Person (if not such Subsidiary Guarantor) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; foregoing clauses (ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; and (iii) 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.
(c) Notwithstanding the foregoingiv), (i1) any Restricted Subsidiary (other than Dex Media East Finance) may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any Subsidiary Guarantor and (ii2) the Company may merge with an any Affiliate which is a Domestic Company incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax or other benefits.
Appears in 1 contract
Samples: Indenture (Premier Parks Inc)
Successor Company. (a) SECTION 5.01 When the Company or Dex Media East Finance Company, the Issuer, Guarantors and Other Obligors May Merge or Transfer Assets. Neither the .
(a) The Company nor Dex Media East Finance shall not consolidate with or merge with or into, or convey, transfer or lease lease, in one transaction or a series of related transactions, directly or indirectly, all or substantially all of its assets to, any Person, unless:
(i1) the resulting, surviving or transferee Person (the "Successor Company") shall be a corporation Person organized and existing under the laws of the United States of America, America or any State thereof or the District of Columbia and the Successor Company (if not the Company or Dex Media East FinanceCompany) shall expressly assumeassumes, by a supplemental indenture heretoindenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company or Dex Media East Finance under the Securities and this Indenturehereunder;
(ii2) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Restricted Subsidiary of its Subsidiaries as a result of such transaction or transactions as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default with respect to any series of Securities shall have occurred and be continuing;
(iii3) immediately after giving pro forma effect to such transaction, the Successor Company would be able shall have Consolidated Net Worth in an amount that is not less than the Consolidated Net Worth of the Company immediately prior to Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a)such transaction;
(iv4) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (indenture, if any) , comply with this Indentureherewith; and
(v5) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that none of the Holders of any series of Securities will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such transaction and all of such Holders will be subject to Federal U.S. federal income tax with respect to such Securities 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, provided, however, that clause (3) will not be applicable to any series of Securities in the case of (A) a Restricted Subsidiary with respect to such series consolidating with, merging into or transferring all or part of its properties and assets to the Company or (B) the Company merging with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction.
Section 5.01 (a) shall not prohibit any pledge of assets of the Company to secure Indebtedness, including Indebtedness under the Credit Agreement. The Successor Company will be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company hereunder, and the Company, except in the case of a lease, shall be released from any Parent Guaranty and this Indenture.
(b) The Company shall not permit the Issuer of any series of Securities to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless:
(1) the Successor Company (if not such Issuer) shall be a Person organized and existing under the laws of the United States of America, or any State thereof, and the Successor Company expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee, all of the obligations of the Issuer hereunder and under the Securities;
(2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the Successor Company as a result of such transaction or transactions as having been issued by such Person at the time of such transaction), no Default with respect to any series of Securities shall have occurred and be continuing;
(3) such Issuer of such series shall have delivered to the Trustee an Officers' Certificate of such Issuer and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if any, comply herewith; and
(4) such Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that none of the Holders of such series will recognize income, gain or loss for U.S. federal income tax purposes as a result of such transaction and all of such Holders will be subject to U.S. 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.
Section 5.01 (b) shall not prohibit any pledge of assets of such Issuer to secure Indebtedness, including Indebtedness under the Credit Agreement or this Indenture. The Successor Company will be the successor to such Issuer and shall succeed to, to and be substituted for, and may exercise every right and power ofof such Issuer under, the Company or Dex Media East Finance, under Securities of such series and this Indenture, but the predecessor Company and such Issuer, except in the case of a conveyancelease, transfer or lease of all or substantially all its assets shall not be released from the its obligation to pay the principal of and interest on any Securities of any series (including any Coupons appertaining thereto) as to which such Issuer is the Securitiesobligor.
(bc) The Company shall not permit any Subsidiary Guarantor or Collateral Obligor as to a series to consolidate with or merge with or into, or convey, transfer or lease lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person Person, unless: :
(i1) except in the resultingcase of a Subsidiary Guarantor or Collateral Obligor that has been entirely disposed to another person (other than to the Company or an Affiliate thereof), surviving whether through a merger, consolidation or transferee Person (sale of capital stock or assets, if in connection therewith the "Successor Guarantor") will be a corporation organized and existing under the laws Company provides an Officers' Certificate of the United States Company to the Trustee to the effect that the Company will, in respect of Americasuch disposition, comply with any State thereof or restrictions on sales of assets and subsidiary stock contained in the District applicable Series Supplement in respect of Columbiasuch series, and such Person the Successor Company (if not such Subsidiary GuarantorGuarantor or Collateral Obligor) shall expressly assumeassumes, by a supplemental indenture, executed and delivered to the Trusteewritten instrument, in a form reasonably satisfactory to the Trustee, all of the obligations of such Subsidiary Guarantor or Collateral Obligor, if any, under its Subsidiary Guarantee; Guaranty or Security Document, as the case may be;
(ii2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary Company as a result of such transaction or transactions as having been Incurred issued by such Successor Guarantor or such Restricted Subsidiary Person at the time of such transaction), no Default with respect to any series of Securities shall have occurred and be continuing; and ;
(iii3) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (written instrument, if any, complies herewith; and
(4) comply with in the case of a Subsidiary Guarantor that is a Significant Subsidiary, the Subsidiary Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such transaction and will be subject to U.S. 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.
5.01 (c) shall not prohibit any pledge of assets of any Subsidiary Guarantor or Collateral Obligor, as the case may be, to secure Indebtedness, including Indebtedness under the Credit Agreement or this Indenture.
(c) Notwithstanding the foregoing, (i) any Restricted Subsidiary (other than Dex Media East Finance) may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any Subsidiary Guarantor and (ii) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax or other benefits.
Appears in 1 contract
Successor Company. (a) SECTION 5.01. When the Company or Dex Media East Finance May Merge or Transfer Assets. Neither the .
(a) The Company nor Dex Media East Finance shall not consolidate with or merge with or into, or convey, transfer or lease lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless:
(i1) the resulting, surviving or transferee Person (the "Successor Company") shall be a corporation Person 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 FinanceCompany) shall expressly assume, by a an indenture 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;
(ii2) immediately after giving pro forma 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 such Successor Company or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing;; and
(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);
(iv3) 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) . For purposes of this Section 5.01(a), the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by 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 instead of such transaction Subsidiaries, would constitute all or substantially all of the properties and will assets of the Company on a consolidated basis, shall be subject deemed to Federal income tax on be the same amounts, in transfer of all or substantially all of the same manner properties and at assets of the same times as would have been the case if such transaction had not occurredCompany. The Successor Company shall be the successor to the Company and 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 and the predecessor Company Company, except in the case of a conveyancelease, 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 unless: (i) the resulting, surviving or transferee Person (the "Successor Guarantor") will be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Person (if not such Subsidiary Guarantor) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; (ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; and (iii) 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.
(c) Notwithstanding the foregoing, (i) any Restricted Subsidiary (other than Dex Media East Finance) may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any Subsidiary Guarantor and (ii) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax or other benefits.
Appears in 1 contract
Samples: Indenture (Brand Services)
Successor Company. SECTION 5.01. (a) When the Company or Dex Media East Finance May Merge or Transfer Assets. Neither the The Company nor Dex Media East Finance shall not 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 AmericaStates, any State thereof or the District of Columbia and the Successor Company (if not the Company or Dex Media East FinanceCompany) 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 Notes 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);; and
(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 SecuritiesNotes.
(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 unless: (i) the resulting, surviving or transferee Person (the "Successor Guarantor") will be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Person (if not such Subsidiary Guarantor) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; (ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; and (iii) 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.
(c) Notwithstanding the foregoing, (i) any Restricted Subsidiary (other than Dex Media East Finance) may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any Subsidiary Guarantor and (ii) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax or other benefits.
Appears in 1 contract
Successor Company. RECONSTRUCTION, CONSOLIDATION, AMALGAMATION OR MERGER
SECTION 11.1 Notwithstanding anything contained in this Indenture or in the Debentures, a resolution or order for winding up the Company, or any other proceedings taken with a view to its reconstruction, or its consolidation, amalgamation or merger with another company or the transfer of its undertaking and assets as an entirety or substantially as an entirety to any other company, shall not constitute an Event of Default and shall be deemed not to be prevented or restricted by anything contained herein or in the Debentures, if such other company or the company resulting from such consolidation, amalgamation, or merger (aeither of which companies is herein called the "successor company") When shall, within 90 days from the passing of the resolution or the date of the order, and at or before the transfer or vesting of the undertaking and assets of the Company to or Dex Media East Finance May Merge in the successor company, enter into a covenant with the Trustee or Transfer Assets. Neither otherwise become liable in law to pay the Company nor Dex Media East Finance shall consolidate with principal moneys, interest and other moneys due 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 which may become due under the laws of the United States of America, any State thereof or the District of Columbia this Indenture and the Successor Company (if not the Company or Dex Media East Finance) shall expressly assume, by a supplemental indenture hereto, executed Debentures and delivered to the Trustee, in form satisfactory to the Trustee, perform and observe all the obligations of the Company or Dex Media East Finance under the Securities and this Indenture;
(ii) immediately after giving effect to , and shall sign and execute all such transaction (deeds and treating any Indebtedness which becomes an obligation documents as the Trustee may be advised by Counsel are necessary or advisable in the premises. Provided, however, and the foregoing provisions of this Section 11.1 are upon the condition that such reconstruction, consolidation, amalgamation, merger or transfer shall, in the opinion of the Successor Trustee, be upon such terms as substantially to preserve and not to impair any of the rights or powers of the Trustee or of the Debenture holders hereunder and upon such terms as are in no way prejudicial to the interests of the Debenture holders.
SECTION 11.2 The Trustee, upon obtaining an opinion of Counsel that the reconstruction, consolidation, amalgamation, merger or transfer described in Section 11.1 is on such terms as substantially to preserve and not to impair the lien hereof and the rights and powers of the Trustee and the Debenture holders hereunder and that all the provisions of this Article have been complied with, and upon being satisfied that such terms are in no way prejudicial to the interests of the Debenture holders, shall consent thereto and join in such documents and do such acts as, in its discretion, may be thought advisable, and upon such consent being given, such reconstruction, consolidation, amalgamation, merger or transfer may be carried out and thereupon the Company may be released and discharged from liability under this Indenture and the Trustee may execute any document or documents which it may be advised is or are necessary or advisable for effecting or evidencing such release and discharge and the opinion of Counsel as aforesaid shall be full warrant and authority to the Trustee for so doing. DEBT OBLIGATIONS
SECTION 11.3 Such successor company may thereupon cause to be signed and may issue, either in its own name or in the name of the Company, any Restricted Subsidiary as a result or all Debentures, the issue of such transaction as having been Incurred which is from time to time authorized hereunder, not theretofore signed 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 the Trustee, upon the order of Counselsuch successor company, each stating that in lieu of the Company, and subject to all the terms, conditions and restrictions herein prescribed, shall certify any and all such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; and
(v) Debentures previously signed by the officers of the Company shall have and delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize incomefor certification, gain or loss for Federal income tax purposes as a result and any of such transaction and will Debentures which such successor company shall thereafter cause to 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 unless: (i) the resulting, surviving or transferee Person (the "Successor Guarantor") will be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Person (if not such Subsidiary Guarantor) shall expressly assume, by a supplemental indenture, executed signed and delivered to the Trustee, Trustee for that purpose. All Debentures so issued shall have the same legal rank as the Debentures theretofore or thereafter issued in form satisfactory to accordance with the Trustee, terms of this Indenture as though all such Debentures had actually been issued by the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; (ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation Company as of the Successor Guarantor or any Restricted Subsidiary as a result date of the execution hereof. Every such transaction as having been Incurred by such Successor Guarantor or such Restricted Subsidiary at the time successor company shall possess and may exercise each and every power of such transaction), no Default shall have occurred and be continuing; and (iii) 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 Indenturehereunder.
(c) Notwithstanding the foregoing, (i) any Restricted Subsidiary (other than Dex Media East Finance) may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any Subsidiary Guarantor and (ii) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax or other benefits.
Appears in 1 contract
Successor Company. (a) SECTION 5.01. When the Company or Dex Media East Finance and Sub Co-Issuer May Merge or Transfer ---------------------------------------------------- Assets. Neither the .
(a) The Company nor Dex Media East Finance and Sub Co-Issuer each shall not 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 FinanceSub Co-Issuer) 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 Sub Co-Issuer 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 transactiontransaction on a pro forma basis, the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a);; and
(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 FinanceSub Co-Issuer, as the case may be, 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 unless: (i) the resulting, surviving or transferee Person (the "Successor Guarantor") will be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Person (if not such Subsidiary Guarantor) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; and (ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by such the Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; and (iii) 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.
(c) Notwithstanding the foregoing, (i) any Restricted Subsidiary (other than Dex Media East FinanceSub Co-Issuer, but including any Subsidiary Guarantor) may consolidate with, merge into or transfer all or part substantially all of its properties and assets to the Company, Sub Co-Issuer or any Subsidiary Guarantor, (ii) the Company or any Subsidiary Guarantor and (ii) the Company may merge with (x) an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction or (y) a Restricted Subsidiary (including a Subsidiary Guarantor) so long as all assets of the Company and the Restricted Subsidiary immediately prior to realize tax such transaction are owned by such Restricted Subsidiary and its Restricted Subsidiaries immediately after the consummation thereof; and (iii) any Subsidiary Guarantor may consolidate with or other benefitsmerge with or into, or convey, transfer or lease all or substantially all of its assets so long as the transactions comply with the release provisions set forth in clause (1) or (2) of the second paragraph of Section 4.11.
Appears in 1 contract
Samples: Indenture (Armkel LLC)
Successor Company. (a) When the Company or Dex Media East Finance May Merge or Transfer Assets. Neither the ------------------------------------------- The Company nor Dex Media East Finance shall not merge, consolidate or amalgamate with or merge with into any other Person (other than a merger of a Wholly Owned Restricted Subsidiary into the Company) or intosell, transfer, assign, lease, convey or convey, transfer or lease otherwise dispose of all or substantially all its assets to, Property in any Person, one transaction or series of transactions unless:
(ia) the resulting, Company shall be the surviving or transferee Person (the "Successor CompanySurviving Person") or the Surviving Person (if other than the Company) formed by that merger, consolidation or amalgamation or to which that sale, transfer, assignment, lease, conveyance or disposition is made 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 Columbia;
(b) the Successor Company Surviving Person (if not other than the Company or Dex Media East FinanceCompany) shall expressly assumeassumes, by a supplemental indenture hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, executed and delivered to the Trustee by that Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the obligations Securities, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the Company or Dex Media East Finance under Indenture to be performed by the Securities and this IndentureCompany;
(iic) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of the Company, that Property shall have been transferred as an entirety or virtually as an entirety to one Person;
(d) immediately before and after giving effect to such that transaction or series of transactions on a pro forma basis (and treating treating, for purposes of this clause (d) and clause (e) below, any Indebtedness which becomes Debt that becomes, or is anticipated to become, an obligation of the Successor Company Surviving Person or any Restricted Subsidiary as a result of such that transaction or series of transactions as having been Incurred by the Successor Company Surviving Person or such the Restricted Subsidiary at the time of such transactionthat transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing;
(iiie) immediately after giving effect to such transactionthat transaction or series of transactions on a pro forma basis, the Successor Company or the Surviving Person, as the case may be, would be able to Incur an additional at least $1.00 of Indebtedness pursuant additional Debt under clause (1) of the first paragraph of Section 4.04, provided, however, that this clause (e) shall not be -------- ------- applicable to Section 4.03(a)the Company merging, consolidating or amalgamating with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another State of the United States so long as the amount of Debt of the Company and the Restricted Subsidiaries is not increased thereby;
(ivf) the Company shall have delivered deliver, or cause to be delivered, to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidationthe transaction and the supplemental indenture, merger or transfer and such supplemental indenture (if any) , in respect thereto comply with this Indenturecovenant and that all conditions precedent herein provided for relating to the transaction have been satisfied; and
(vg) 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 the 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 that transaction had not occurred. The Successor Company Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, of the Company or Dex Media East Finance, under this the Indenture, but the predecessor Company in the case of of:
(a) a conveyancesale, transfer transfer, assignment, conveyance or lease other disposition (unless that sale, transfer, assignment, conveyance or other disposition is of all the assets of the Company as an entirety or substantially all its assets virtually as an entirety), or
(b) a lease, shall not be released from the any obligation to pay the principal of of, premium, if any, and interest on 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 unless: (i) the resulting, surviving or transferee Person (the "Successor Guarantor") will be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Person (if not such Subsidiary Guarantor) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; (ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; and (iii) 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.
(c) Notwithstanding the foregoing, (i) any Restricted Subsidiary (other than Dex Media East Finance) may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any Subsidiary Guarantor and (ii) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax or other benefits.
Appears in 1 contract
Samples: Euro Indenture (Levi Strauss & Co)
Successor Company. (a) When the Company or Dex Media East Finance May Merge or Transfer Assets. Neither the ------------------------------------------ The Company nor Dex Media East Finance shall not merge, consolidate or amalgamate with or merge with into any other Person (other than a merger of a Wholly Owned Restricted Subsidiary into the Company) or intosell, transfer, assign, lease, convey or convey, transfer or lease otherwise dispose of all or substantially all its assets to, Property in any Person, one transaction or series of transactions unless:
(ia) the resulting, Company shall be the surviving or transferee Person (the "Successor CompanySurviving Person") or the Surviving Person (if other than the Company) formed by that merger, consolidation or amalgamation or to which that sale, transfer, assignment, lease, conveyance or disposition is made 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 Columbia;
(b) the Successor Company Surviving Person (if not other than the Company or Dex Media East FinanceCompany) shall expressly assumeassumes, by a supplemental indenture hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, executed and delivered to the Trustee by that Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the obligations Securities, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the Company or Dex Media East Finance under Indenture to be performed by the Securities and this IndentureCompany;
(iic) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of the Company, that Property shall have been transferred as an entirety or virtually as an entirety to one Person;
(d) immediately before and after giving effect to such that transaction or series of transactions on a pro forma basis (and treating treating, for purposes of this clause (d) and clause (e) below, any Indebtedness which becomes Debt that becomes, or is anticipated to become, an obligation of the Successor Company Surviving Person or any Restricted Subsidiary as a result of such that transaction or series of transactions as having been Incurred by the Successor Company Surviving Person or such the Restricted Subsidiary at the time of such transactionthat transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing;
(iiie) immediately after giving effect to such transactionthat transaction or series of transactions on a pro forma basis, the Successor Company or the Surviving Person, as the case may be, would be able to Incur an additional at least $1.00 of Indebtedness pursuant additional Debt under clause (1) of the first paragraph of Section 4.04, provided, however, that this clause (e) shall not be -------- ------- applicable to Section 4.03(a)the Company merging, consolidating or amalgamating with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another State of the United States so long as the amount of Debt of the Company and the Restricted Subsidiaries is not increased thereby;
(ivf) the Company shall have delivered deliver, or cause to be delivered, to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidationthe transaction and the supplemental indenture, merger or transfer and such supplemental indenture (if any) , in respect thereto comply with this Indenturecovenant and that all conditions precedent herein provided for relating to the transaction have been satisfied; and
(vg) 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 the 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 that transaction had not occurred. The Successor Company Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, of the Company or Dex Media East Finance, under this the Indenture, but the predecessor Company in the case of of:
(a) a conveyancesale, transfer transfer, assignment, conveyance or lease other disposition (unless that sale, transfer, assignment, conveyance or other disposition is of all the assets of the Company as an entirety or substantially all its assets virtually as an entirety), or
(b) a lease, shall not be released from the any obligation to pay the principal of of, premium, if any, and interest on 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 unless: (i) the resulting, surviving or transferee Person (the "Successor Guarantor") will be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Person (if not such Subsidiary Guarantor) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; (ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; and (iii) 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.
(c) Notwithstanding the foregoing, (i) any Restricted Subsidiary (other than Dex Media East Finance) may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any Subsidiary Guarantor and (ii) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax or other benefits.
Appears in 1 contract
Successor Company. (a) SECTION 5.01. When the Company or Dex Media East Finance May Merge or Transfer Assets. Neither the .
(a) The Company nor Dex Media East Finance shall not consolidate with or merge with or into, or convey, transfer or lease lease, in one 67 transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless:
(i1) the resulting, surviving or transferee Person (the "Successor Company") shall be a corporation Person 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 FinanceCompany) shall expressly assume, by a an indenture 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;
(ii2) immediately after giving pro forma 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;
(iii3) immediately after giving pro forma effect to such transaction, the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a);; and
(iv4) 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
provided, however, that clause (v3) shall not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to the Company or (B) the Company shall have delivered to merging with an Affiliate of the Trustee an Opinion Company solely for the purpose and with the sole effect of Counsel to reincorporating the effect that Company in another jurisdiction. For purposes of this Section 5.01, the Holders will not recognize incomesale, gain lease, conveyance, assignment, transfer or loss for Federal income tax purposes as a result other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such transaction Subsidiaries, would constitute all or substantially 68 all of the properties and will assets of the Company on a consolidated basis, shall be subject deemed to Federal income tax on be the same amounts, in transfer of all or substantially all of the same manner properties and at assets of the same times as would have been the case if such transaction had not occurredCompany. The Successor Company shall be the successor to the Company and 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 and the predecessor Company Company, except in the case of a conveyancelease, 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 unless: (i) the resulting, surviving or transferee Person (the "Successor Guarantor") will be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Person (if not such Subsidiary Guarantor) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; (ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; and (iii) 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.
(c) Notwithstanding the foregoing, (i) any Restricted Subsidiary (other than Dex Media East Finance) may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any Subsidiary Guarantor and (ii) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax or other benefits.
Appears in 1 contract
Samples: Indenture (Shaw Group Inc)
Successor Company. (a) When the Company or Dex Media East Finance May Merge or Transfer Assets. Neither the The ------------------------------------------ Company nor Dex Media East Finance shall not 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 FinanceCompany) 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 reasonably acceptable to the Trustee 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 Subject to Sections 4.06 and 11.02(b), the Company shall not permit any Subsidiary Note Guarantor to consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets to any Person unless: :
(i) the resulting, surviving or transferee Person (the "Successor Guarantor") will be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of ColumbiaColumbia (unless the Successor Guarantor is a Foreign Subsidiary), and such Person (if not such Subsidiary a Note Guarantor) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Note Guarantor under its Subsidiary Note Guarantee; ;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by such the Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; and and
(iii) 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.
(c) Notwithstanding the foregoing, (i) any Restricted Subsidiary (other than Dex Media East Finance) may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any Subsidiary Guarantor and (ii) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax or other benefits.
Appears in 1 contract
Samples: Indenture (Commercial Aggregates Transportation & Sales LLC)
Successor Company. 9.1 When the Company May Merge, etc. -------------------------------
(a) When the The Company or Dex Media East Finance May Merge or Transfer Assets. Neither the Company nor Dex Media East Finance shall will not 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 will be a corporation Person 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 FinanceCompany) shall will expressly assume, by a supplemental indenture hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, assume all the obligations of the Company under this Agreement, the Notes and the other Note Financing Documents by executing and delivering to the Holders an agreement or Dex Media East Finance under one or more other documents or instruments in form reasonably satisfactory to the Securities and this IndentureHolders;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness which that 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 or Event of Default will have occurred and be continuing;
(iii) immediately after giving effect to such transaction, either (A) - the Successor Company would be able to could Incur an additional at least $1.00 of additional Indebtedness pursuant to Section 4.03(a)paragraph 8.1(a) or (B) the Consolidated Coverage Ratio of the - Successor Company would equal or exceed the Consolidated Coverage Ratio of the Company immediately prior to giving effect to such transaction;
(iv) the Company each Note Guarantor (other than any party to any such consolidation or merger) shall have delivered a document or instrument in form and substance reasonably satisfactory 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 IndentureHolders confirming its Note Guarantee; and
(v) the Company shall have delivered to the Trustee Holders a certificate of a Responsible Officer and an Opinion opinion of Counsel counsel (which counsel shall be reasonably acceptable to the Holders), each 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 unless: (i) the resulting, surviving or transferee Person (the "Successor Guarantor") will be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Person (if not such Subsidiary Guarantor) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; (ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; and (iii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer complies with the provisions described in this paragraph of this Section 9.1, and each in form and substance reasonably satisfactory to the Holders, provided that (A) in giving such supplemental indenture -------- - opinion such counsel may rely on a certificate of a Responsible Officer as to compliance with the foregoing clauses (if anyii) comply and (iii) and as to any matters of fact, and (B) no opinion of counsel will be required for a - consolidation, merger or transfer described in subsection (c) of this Section 9.1.
(b) Any Indebtedness that becomes an obligation of the Company or any Restricted Subsidiary (or that is deemed to be Incurred by any Restricted Subsidiary that becomes a Restricted Subsidiary) as a result of any such transaction undertaken in compliance with this IndentureSection 9.1, and any Refinancing Indebtedness with respect thereto, shall be deemed to have been Incurred in compliance with Section 8.1.
(c) Notwithstanding the foregoing, Clauses (iii) and (iii) of subsection (a) of this Section 9.1 will not apply to any transaction in which (A) any Restricted Subsidiary (other than Dex Media East Finance) may consolidate consolidates - with, merge merges into or transfer transfers all or part of its properties and assets to the Company or any Subsidiary Guarantor and (iiB) the Company may merge consolidates or merges with or into or transfers all - or substantially all its assets to (1) an Affiliate incorporated solely or organized - for the purpose of reincorporating or reorganizing the Company in another jurisdiction or changing its legal structure to realize tax a corporation or other benefitsentity or (2) a Restricted Subsidiary of the Company so long as all assets of the Company - and the Restricted Subsidiaries immediately prior to such transaction (other than Capital Stock of such Restricted Subsidiary) are owned by such Restricted Subsidiary and its Restricted Subsidiaries immediately after the consummation thereof.
Appears in 1 contract
Samples: Investment Agreement (Acterna Corp)
Successor Company. (a) When the Company or Dex Media East Finance May Merge or Transfer Assets. Neither the ----------------------------------------- The Company nor Dex Media East Finance shall will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all 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 FinanceCompany) 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 Company, the Parent or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company Company, the Parent 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 Parent would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a5.03(a);
(iv) immediately after giving effect to such transaction, the Successor Company shall have Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Parent immediately prior to such transaction;
(v) 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
(vvi) 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 will 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 Note Guarantors will 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 unless: (i) the resulting, surviving or transferee Person (the "Successor Guarantor") will be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Person (if not such Subsidiary Note Guarantor) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Note Guarantor under its Subsidiary Note Guarantee; (ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by such the Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction, the Company Parent or the Successor Guarantor, as applicable, would be able to Incur an additional $1.00 of Indebtedness under Section 5.03(a); (iv) immediately after giving effect to such transaction, the Parent and the Restricted Subsidiaries will have Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Parent and the Restricted Subsidiaries immediately prior to such transaction; (v) the Parent 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 (vi) the Parent 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.
(c) Notwithstanding the foregoing, (i) any Restricted Subsidiary (other than Dex Media East Finance) may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any Subsidiary Note Guarantor and (ii) the Parent or the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company Parent or the Company, as the case may be, in another jurisdiction to realize tax or other benefits.
Appears in 1 contract
Successor Company. (a) SECTION 5.1. When the Company or Dex Media East Finance May Merge or Transfer Assets. Neither the The --------------------------------------------- Company nor Dex Media East Finance shall will not consolidate with or merge with or into, or convey, transfer or lease lease, in one transaction or a series of transactions, all or substantially all its assets to, any Person, unless:
(i) the resulting, surviving or transferee Person (the "Successor Company") shall will be a corporation Person 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 FinanceCompany) shall will expressly assume, by a supplemental indenture heretoindenture, 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 or Event of Default will 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 under Section 4.03(a4.3(a);
(iv) immediately after giving effect to such transaction, the Successor Company will have a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company shall immediately prior to such transaction; and
(v) the Company will 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, set forth in the same manner and at the same times as would have been the case if such transaction had not occurredthis Indenture. The Successor Company shall will 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 its assets or substantially all its assets shall will not be released from the obligation to pay the principal 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 unless: (i) the resulting, surviving or transferee Person (the "Successor Guarantor") will be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Person (if not such Subsidiary Guarantor) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; (ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; and (iii) 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.
(c) Notwithstanding the foregoing, (i) any Restricted Subsidiary (other than Dex Media East Finance) may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any Subsidiary Guarantor and (ii) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax or other benefits.
Appears in 1 contract
Samples: Indenture (Prestolite Electric Inc)
Successor Company. (a) When the Company or Dex Media East Finance Parent May Merge or Transfer Assets. Neither the Company nor Dex Media East Finance Parent 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 FinanceParent, as the case may be) shall expressly assume, by a an indenture supplemental indenture hereto, executed and delivered to the Trustee, in form satisfactory satis factory to the Trustee, all the obligations of the Company or Dex Media East Finance Parent, as the case may be, under the Securities and this Indenture;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness which that 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);; and
(iv) the Company or Parent, as applicable, 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 FinanceParent, as applicable, under this Indenture, but the predecessor Company 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 Neither Parent nor the Company shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease lease, in one transaction or series of transactions, all or substantially all of its assets to any Person unless: (i) the resulting, surviving or transferee Person (the "Successor if not such Guarantor") will shall be a corporation Person organized and existing under the laws of the jurisdiction under which such Guarantor was organized or under the laws of the United States of America, or any State thereof hereof or the District of Columbia, and such Person (if not such Subsidiary Guarantor) shall expressly assume, by a supplemental indenture, executed and delivered an amendment to the Trusteethis Indenture, in a form satisfactory acceptable to the Trustee, all the obligations of such Subsidiary Guarantor Guarantor, if any, under its Subsidiary Guarantee; (ii) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the Successor Guarantor resulting, surviving or any Restricted Subsidiary transferee Person as a result of such transaction as having been Incurred issued by such Successor Guarantor or such Restricted Subsidiary Person at the time of such transaction), no Default shall have occurred and be continuing; and (iii) the Company shall have delivered Issuers deliver to the Trustee an Officers' Certificate of each Issuer and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (amendment to this Indenture, if any) comply , complies with this Indenture.
(c) . Notwithstanding the foregoingforegoing clauses (ii), (iiii) and (iv), (a) any Restricted Subsidiary (other than Dex Media East Finance) may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any Subsidiary Guarantor and (iib) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax or other benefits.
Appears in 1 contract
Samples: Indenture (Lpa Services Inc)
