Common use of The Company May Consolidate, Etc., Only on Certain Terms Clause in Contracts

The Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to, any Person, unless: (1) the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every other covenant of this Indenture on the part of the Company to be performed or observed; (2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; (3) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Securities equally and ratably with (or prior to) all indebtedness secured thereby; and (4) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

The Company May Consolidate, Etc., Only on Certain Terms. (a) The Company shall not consolidate with, amalgamate with, merge with or merge into any other Person into, or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of the assets of the Company (determined on a consolidated basis for the Company and its properties and assets substantially as an entirety Restricted Subsidiaries) in one transaction or a series of related transactions to, any Person, Person unless: (1) (A) the Company shall be the continuing Person or (B) the Person formed by such consolidation consolidation, amalgamation or into merger (if other than the Company) or to which the Company is merged or the Person which acquires by such sale, assignment, transfer, lease, conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation, partnership or trustother disposition is made, shall be an entity organized and validly existing under the laws of the United States of America, or any State thereof or the District of Columbia or the laws of Canada or any province or territory thereof and shall expressly assume, by an indenture a supplemental heretoindenture, executed and delivered to the Trustee, the due and punctual payment all of the principal of and any premium and interest on all the Securities and the performance or observance of every other covenant of this Indenture on the part obligations of the Company to be performed or observedunder this Indenture, the PIK Toggle Notes, the Collateral Documents and other Secured Debt Documents, and the obligations thereunder shall remain in full force and effect; (2) immediately before and immediately after giving effect to such transaction (including, without limitation, giving effect to any Debt and Acquired Debt incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or on a Subsidiary as a result of such transaction as having been incurred by pro forma basis the Company or such Subsidiary Person (A) could incur at the time least US$1.00 of such transaction, no Event of Default, and no event which, after notice additional Debt (other than Permitted Debt) pursuant to Section 10.05 or lapse of time or both, would become an Event of Default, (B) shall have happened and be continuing; (3) if, as a result of any such consolidation Consolidated Fixed Charge Coverage Ratio that is greater than or merger or such conveyance, transfer or lease, properties or assets equal to the Consolidated Fixed Charge Coverage Ratio of the Company would become subject immediately prior to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Securities equally and ratably with (or prior to) all indebtedness secured therebytransaction; and (4) (A) the Collateral transferred to the continuing Person (i) will continue to constitute Collateral under this Indenture and the Collateral Documents and (ii) will be subject to the Lien in favor of the Collateral Trustee for the benefit of the Trustee and the Holders of the PIK Toggle Notes with the same priority as before the applicable transfer and (B) such continuing Person shall have delivered guarantees and security as reasonably required by the Collateral Trustee to charge after-acquired assets forming Collateral of such Person. (b) In connection with any consolidation, merger, amalgamation or transfer of assets contemplated by Section 9.01(a), prior to the closing of any such transaction, the Company has delivered shall deliver, or cause to be delivered, to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, mergeramalgamation, conveyance, merger or transfer or lease and such the supplemental indenture in respect thereto, if any, comply with this Article Section 9.01 and that all conditions precedent herein provided for in this Indenture relating to such transaction or transactions have been complied with. (c) For purposes of Section 9.01(a), the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

The Company May Consolidate, Etc., Only on Certain Terms. (a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, consolidate with, amalgamate with, merge with or merge into any other Person into, or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of the assets of the Company (determined on a consolidated basis for the Company and its properties and assets substantially as an entirety Restricted Subsidiaries) in one transaction or a series of related transactions to, any Person, Person unless: (1) (A) the Company or such Restricted Subsidiary, as the case may be, shall be the continuing Person, (B) in the case of a Restricted Subsidiary, the Person is also a Restricted Subsidiary, and one of the Restricted Subsidiaries is the continuing Person, or (C) the Person formed by such consolidation or amalgamation (if other than the Company or such Restricted Subsidiary) or into which the Company or such Restricted Subsidiary, as the case may be, is merged or the Person which acquires by conveyance assigned, transferred, leased, conveyed or transfer, or which leases, the properties and assets otherwise disposed of the Company substantially as an entirety shall be a corporation, partnership or trust, shall be an entity organized and validly existing under the laws of the United States of America, or any State thereof or the District of Columbia or the laws of Canada or any province or territory thereof and shall expressly assume, by an indenture a supplemental heretoindenture, executed and delivered to the Trustee, the due and punctual payment all of the principal of and any premium and interest on all the Securities and the performance or observance of every other covenant of this Indenture on the part obligations of the Company to be performed or observedsuch Restricted Subsidiary, as the case may be, under this Indenture, the Notes, any Guarantee, the Collateral Documents and other Priority Lien Documents, as the case may be, and the obligations thereunder shall remain in full force and effect; (2) immediately before and immediately after giving effect to such transaction (including, without limitation, giving effect to any Debt and Acquired Debt incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation on a pro forma basis the Company or such Person (A) could incur at least US$1.00 of additional Debt (other than Permitted Debt) pursuant to Section 10.05 or (B) shall have a Consolidated Fixed Charge Coverage Ratio that is greater than or equal to the Consolidated Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; provided, that the Company or a Subsidiary as a result Guarantor may merge into or amalgamate with or sell all or substantially all of such transaction as having been incurred by its assets to the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; (3) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor Personanother Guarantor, as the case may be, shall take such steps as shall be necessary effectively to secure the Securities equally and ratably without complying with clause (2) above or prior to) all indebtedness secured therebythis clause (3); and (4) the Company has delivered Collateral transferred to the continuing Person (a) will continue to constitute Collateral under this Indenture and the Collateral Documents and (b) will be subject to the Lien in favor of the Collateral Trustee for the benefit of the Trustee and the Holders of the Notes. (b) In connection with any consolidation, merger, amalgamation or transfer of assets contemplated by this Section 8.01, prior to the closing of any such transaction, the Company shall deliver, or cause to be delivered, to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, mergeramalgamation, conveyance, merger or transfer or lease and such the supplemental indenture in respect thereto comply with this Article provision and that all conditions precedent herein provided for in this Indenture relating to such transaction or transactions have been complied with. (c) For purposes of clauses (a) and (b) of this Section 8.01, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (d) Upon any consolidation, amalgamation or merger, or any transfer of all or substantially all of the assets of the Company or any Restricted Subsidiary in accordance with the foregoing (in any such case, a “Merger”), the successor Person formed by such consolidation or amalgamation or into which the Company or a Restricted Subsidiary is merged or to which such transfer is made will succeed to, and be substituted for, and may exercise every right and power of, the Company or such Restricted Subsidiary under this Indenture and the Notes with the same effect as if such successor Person had been named as the Company or such Restricted Subsidiary in this Indenture and the Notes, and thereafter the predecessor Person will have no continuing obligations under this Indenture and the Notes (and, for greater certainty, such change shall not in any way constitute or be deemed to constitute a novation, discharge, rescission, extinguishment or substitution of the existing indebtedness and any indebtedness so effected shall continue to be the same obligation and not a new obligation). (e) The restrictions of this Article VIII shall not apply to any transaction involving a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction. In addition, notwithstanding the foregoing, (1) any Guarantor may merge into, consolidate with, or amalgamate with the Company or any other Guarantor and (2) Norske Sxxx Canada Services (Hungary) Limited Liability Company may be liquidated at any time (so long as any assets owned by such entity which constitute Collateral remain Collateral following any such liquidation).

The Company May Consolidate, Etc., Only on Certain Terms. The Company shall not not, in a single transaction or a series of related transactions, consolidate with or merge into any other Person or sell, convey, transfer transfer, lease or lease otherwise dispose of all or substantially all of its properties and assets substantially as an entirety to, any other Person, unless: (1a) the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale, conveyance or transfertransfer or other disposition, or which leases, all or substantially all of the properties and assets of the Company substantially as an entirety shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every other covenant of this Indenture on the part of the Company to be performed or observed; (2b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; (3c) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Securities equally and ratably with (or prior to) all indebtedness secured thereby; and (4d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

The Company May Consolidate, Etc., Only on Certain Terms. (a) The Company shall not consolidate with, amalgamate with, merge with or merge into any other Person into, or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of the assets of the Company (determined on a consolidated basis for the Company and its properties and assets substantially as an entirety Restricted Subsidiaries) in one transaction or a series of related transactions to, any Person, Person unless: (1) (A) the Company shall be the continuing Person or (B) the Person formed by such consolidation consolidation, amalgamation or into merger (if other than the Company) or to which the Company is merged or the Person which acquires by such sale, assignment, transfer, lease, conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation, partnership or trustother disposition is made, shall be an entity organized and validly existing under the laws of the United States of America, or any State thereof or the District of Columbia or the laws of Canada or any province or territory thereof and shall expressly assume, by an indenture a supplemental heretoindenture, executed and delivered to the Trustee, the due and punctual payment all of the principal of and any premium and interest on all the Securities and the performance or observance of every other covenant of this Indenture on the part obligations of the Company to be performed or observedunder this Indenture, the Floating Rate Notes, the Collateral Documents and other Secured Debt Documents, and the obligations thereunder shall remain in full force and effect; (2) immediately before and immediately after giving effect to such transaction (including, without limitation, giving effect to any Debt and Acquired Debt incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or on a Subsidiary as a result of such transaction as having been incurred by pro forma basis the Company or such Subsidiary Person (A) could incur at the time least US$1.00 of such transaction, no Event of Default, and no event which, after notice additional Debt (other than Permitted Debt) pursuant to Section 10.05 or lapse of time or both, would become an Event of Default, (B) shall have happened and be continuing; (3) if, as a result of any such consolidation Consolidated Fixed Charge Coverage Ratio that is greater than or merger or such conveyance, transfer or lease, properties or assets equal to the Consolidated Fixed Charge Coverage Ratio of the Company would become subject immediately prior to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Securities equally and ratably with (or prior to) all indebtedness secured therebytransaction; and (4) (A) the Collateral transferred to the continuing Person (i) will continue to constitute Collateral under this Indenture and the Collateral Documents and (ii) will be subject to the Lien in favor of the Collateral Trustee for the benefit of the Trustee and the Holders of the Floating Rate Notes with the same priority as before the applicable transfer and (B) such continuing Person shall have delivered guarantees and security as reasonably required by the Collateral Trustee to charge after-acquired assets forming Collateral of such Person. (b) In connection with any consolidation, merger, amalgamation or transfer of assets contemplated by Section 9.01(a), prior to the closing of any such transaction, the Company has delivered shall deliver, or cause to be delivered, to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, mergeramalgamation, conveyance, merger or transfer or lease and such the supplemental indenture in respect thereto, if any, comply with this Article Section 9.01 and that all conditions precedent herein provided for in this Indenture relating to such transaction or transactions have been complied with. (c) For purposes of Section 9.01(a), the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

The Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to, to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (1a) if the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the Person which that acquires by conveyance or transfer, or which that leases, the properties and assets of the Company substantially as an entirety shall be a corporation, partnership or trust, shall be an entity organized and validly existing under the laws of the United States of America, America or any State or Territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance or observance of every other covenant of this Indenture on the part of the Company to be performed or observed; (2b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event whichthat, after notice or lapse of time time, or both, would become constitute an Event of Default, shall have happened and be continuing; (3) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Securities equally and ratably with (or prior to) all indebtedness secured thereby; and (4c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

The Company May Consolidate, Etc., Only on Certain Terms. (a) The Company shall not consolidate with, amalgamate with, merge with or merge into any other Person into, or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of the assets of the Company (determined on a consolidated basis for the Company and its properties and assets substantially as an entirety Restricted Subsidiaries) in one transaction or a series of related transactions to, any Person, Person unless: (1) (A) the Company shall be the continuing Person or (B) the Person formed by such consolidation consolidation, amalgamation or into merger (if other than the Company) or to which the Company is merged or the Person which acquires by such sale, assignment, transfer, lease, conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation, partnership or trustother disposition is made, shall be an entity organized and validly existing under the laws of the United States of America, or any State thereof or the District of Columbia or the laws of Canada or any province or territory thereof and shall expressly assume, by an indenture a supplemental heretoindenture, executed and delivered to the Trustee, the due and punctual payment all of the principal of and any premium and interest on all the Securities and the performance or observance of every other covenant of this Indenture on the part obligations of the Company to be performed or observedunder this Indenture, the PIK Toggle Notes, the Collateral Documents and other Secured Debt Documents, and the obligations thereunder shall remain in full force and effect; (2) immediately before and immediately after giving effect to such transaction (including, without limitation, giving effect to any Debt and Acquired Debt incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or on a Subsidiary as a result of such transaction as having been incurred by pro forma basis the Company or such Subsidiary Person (A) could incur at the time least US$1.00 of such transaction, no Event of Default, and no event which, after notice additional Debt (other than Permitted Debt) pursuant to Section 10.05 or lapse of time or both, would become an Event of Default, (B) shall have happened and be continuing; (3) if, as a result of any such consolidation Consolidated Fixed Charge Coverage Ratio that is greater than or merger or such conveyance, transfer or lease, properties or assets equal to the Consolidated Fixed Charge Coverage Ratio of the Company would become subject immediately prior to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Securities equally and ratably with (or prior to) all indebtedness secured therebytransaction; and (4) (A) the Collateral transferred to the continuing Person (i) will continue to constitute Collateral under this Indenture and the Collateral Documents and (ii) will be subject to the Lien in favor of the Collateral Trustee for the benefit of the Trustee and the Holders of the PIK Toggle Notes with the same priority as before the applicable transfer and (B) such continuing Person shall have delivered guarantees and security as reasonably required by the Collateral Trustee to charge after-acquired assets forming Collateral of such Person. (b) In connection with any consolidation, merger, amalgamation or transfer of assets contemplated by Section 9.01(a), prior to the closing of any such transaction, the Company has delivered shall deliver, or cause to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, mergeramalgamation, conveyance, merger or transfer or lease and such the supplemental indenture in respect thereto, if any, comply with this Article Section 9.01 and that all conditions precedent herein provided for in this Indenture relating to such transaction or transactions have been complied with. (c) For purposes of Section 9.01(a), the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

The Company May Consolidate, Etc., Only on Certain Terms. (a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, consolidate with, amalgamate with, merge with or merge into any other Person into, or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of the assets of the Company (determined on a consolidated basis for the Company and its properties and assets substantially as an entirety Restricted Subsidiaries) in one transaction or a series of related transactions to, any Person, Person unless: (1) (A) the Company or such Restricted Subsidiary, as the case may be, shall be the continuing Person, (B) in the case of a Restricted Subsidiary, the Person is also a Restricted Subsidiary, and one of the Restricted Subsidiaries is the continuing Person, or (C) the Person formed by such consolidation or amalgamation (if other than the Company or such Restricted Subsidiary) or into which the Company or such Restricted Subsidiary, as the case may be, is merged or the Person which acquires by conveyance assigned, transferred, leased, conveyed or transfer, or which leases, the properties and assets otherwise disposed of the Company substantially as an entirety shall be a corporation, partnership or trust, shall be an entity organized and validly existing under the laws of the United States of America, or any State thereof or the District of Columbia or the laws of Canada or any province or territory thereof and shall expressly assume, by an indenture a supplemental heretoindenture, executed and delivered to the Trustee, the due and punctual payment all of the principal of and any premium and interest on all the Securities and the performance or observance of every other covenant of this Indenture on the part obligations of the Company to be performed or observedsuch Restricted Subsidiary, as the case may be, under this Indenture, the Notes, any Guarantee, the Collateral Documents and other Priority Lien Documents, as the case may be, and the obligations thereunder shall remain in full force and effect; (2) immediately before and immediately after giving effect to such transaction (including, without limitation, giving effect to any Debt and Acquired Debt incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation on a pro forma basis the Company or such Person (A) could incur at least US$1.00 of additional Debt (other than Permitted Debt) pursuant to Section 10.05 or (B) shall have a Consolidated Fixed Charge Coverage Ratio that is greater than or equal to the Consolidated Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; provided, that the Company or a Subsidiary as a result Guarantor may merge into or amalgamate with or sell all or substantially all of such transaction as having been incurred by its assets to the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; (3) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor Personanother Guarantor, as the case may be, shall take such steps as shall be necessary effectively to secure the Securities equally and ratably without complying with clause (2) above or prior to) all indebtedness secured therebythis clause (3); and (4) the Company has delivered Collateral transferred to the continuing Person (a) will continue to constitute Collateral under this Indenture and the Collateral Documents and (b) will be subject to the Lien in favor of the Collateral Trustee for the benefit of the Trustee and the Holders of the Notes. (b) In connection with any consolidation, merger, amalgamation or transfer of assets contemplated by this Section 8.01, prior to the closing of any such transaction, the Company shall deliver, or cause to be delivered, to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, mergeramalgamation, conveyance, merger or transfer or lease and such the supplemental indenture in respect thereto comply with this Article provision and that all conditions precedent herein provided for in this Indenture relating to such transaction or transactions have been complied with. (c) For purposes of clauses (a) and (b) of this Section 8.01, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (d) Upon any consolidation, amalgamation or merger, or any transfer of all or substantially all of the assets of the Company or any Restricted Subsidiary in accordance with the foregoing (in any such case, a “Merger”), the successor Person formed by such consolidation or amalgamation or into which the Company or a Restricted Subsidiary is merged or to which such transfer is made will succeed to, and be substituted for, and may exercise every right and power of, the Company or such Restricted Subsidiary under this Indenture and the Notes with the same effect as if such successor Person had been named as the Company or such Restricted Subsidiary in this Indenture and the Notes, and thereafter the predecessor Person will have no continuing obligations under this Indenture (and, for greater certainty, such change shall not in any way constitute or be deemed to constitute a novation, discharge, rescission, extinguishment or substitution of the existing indebtedness and any indebtedness so effected shall continue to be the same obligation and not a new obligation). (e) The restrictions of this Article VIII shall not apply to any transaction involving a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction. In addition, notwithstanding the foregoing, (1) any Guarantor may merge into, consolidate with, or amalgamate with the Company or any other Guarantor and (2) Norske Sxxx Canada Services (Hungary) Limited Liability Company may be liquidated at any time (so long as any assets owned by such entity which constitute Collateral remain Collateral following any such liquidation).