The Issuers. Neither Issuer nor the Parent will consolidate with or merge with or into, or assign, convey, transfer, lease or otherwise dispose of all or substantially all of its assets, in one transaction or a series of related transactions to, any Person, unless:
(i) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of any member state of the European Union, the United Kingdom or the United States of America, any State of the United States or the District of Columbia, Canada or any province or territory of Canada, Norway or Switzerland and the Successor Company (if other than such Issuer or the Parent) will expressly assume, (a) by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of such Issuer under the Notes and this Indenture and (b) all obligations of such Issuer under the Security Documents (and, to the extent required, by the Intercreditor Agreement, the ABL Intercreditor Agreement or any Additional Intercreditor Agreement);
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction as having been Incurred by the Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii) immediately after giving effect to such transaction, only to the extent it involves the Parent, either (1) the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to the Fixed Charge Coverage Ratio contained in Section 4.01(a) or (2) the Fixed Charge Coverage Ratio of the Successor Company and its consolidated Subsidiaries would not be less than the Fixed Charge Coverage Ratio of the Parent and its Restricted Subsidiaries immediately prior to giving effect to such transaction; and
(iv) such Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel to the effect that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the Successor Company (in each case, in form and subst...
The Issuers. As of the date hereof and after giving effect to the Reorganization, as contemplated by the Indenture, the Issuers are Avalon Michigan LLC, Avalon New England and Avalon Finance.
The Issuers. The Issuers hereby accept the resignation of Resigning Trustee as Trustee, Registrar, Custodian, and Paying Agent under the Indenture and this Agreement as written notice of resignation.
The Issuers. Each of the Issuers is a subsidiary of Och-Ziff Capital Management Group LLC, a Delaware limited liability company (“Och-Ziff” or the “Company”).
The Issuers. No Issuer may, in any transaction or series of related transactions consolidate with or merge with or into (whether or not such Issuer survives), or sell, assign, convey, transfer, lease or otherwise dispose of (or cause or permit any Restricted Subsidiary of such Issuer to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of such Issuer’s property and assets whether as an entirety or substantially as an entirety, to any Person, unless:
(i) either:
(A) if the transaction or series of transactions is a consolidation of such Issuer with or a merger of such Issuer with or into any other Person, such Issuer shall be the surviving Person of such merger or consolidation; or
(B) the Person formed by any consolidation or merger with or into such Issuer, or to which all or substantially all of the properties and assets of such Issuer and its Restricted Subsidiaries, taken as a whole, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of, shall be a corporation or limited liability company organized and existing under the laws of the United States, any state thereof or the District of Columbia; provided that at least one of the Issuers (or the surviving Person) shall be a corporation; and such Person shall expressly assume by (i) a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of such Issuer, under the Notes and this Indenture and, in each case, this Indenture, as so supplemented, shall remain in full force and effect and (ii) by amendment, supplement or other instrument (in form and substance reasonably satisfactory to the Trustee and the Collateral Agent), executed and delivered to the Trustee, all obligations of the such Issuer under the Collateral Documents, and in connection therewith shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Documents on the Collateral owned by or transferred to the surviving entity;
(ii) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (including any Indebtedness Incurred or anticipated to be Incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; and
(i...
The Issuers. SECTION 2.01 The Issuers hereby represent that all conditions relating to the appointment of Zions Bancorporation, National Association as Successor Trustee under the applicable Indentures have been met by the Issuers, and the Issuers hereby appoint Successor trustee as Successor Trustee under the applicable Indentures with like effect as if originally named as Trustee.
The Issuers. Fully-Diluted Common Stock" at any time of determination shall mean the sum of (A) the number of shares of Common Stock issued and outstanding at such time, plus (B) the number of shares of Common Stock issuable upon exercise of all outstanding Options (including the Warrants) and conversion or exchange of all Convertible Securities issued and outstanding at such time (provided that if any such shares qualify as both Options and Convertible Securities, they shall be counted only once), plus (C) the number of shares of Common Stock which the Issuer is otherwise obligated or potentially obligated to issue under any agreement, understanding or arrangement or otherwise. Where any Convertible Security does not indicate a specific or fixed number of shares of Common Stock to be issued thereunder or in connection therewith, the number of shares of Common Stock issuable thereunder or in connection therewith for purposes of calculating Fully-Diluted Common Stock shall equal the greater of (I) the maximum number of shares of Common Stock described as issuable thereunder or in connection therewith or (II) such number of shares of Common Stock as would represent any profit sharing, liquidation preference amount, appreciation right, share or percentage of the Issuer's value as if such Convertible Security was converted (at the then-applicable Market Price if no conversion price is otherwise provided in such Convertible Security) into shares of Common Stock. Fully-Diluted Common Stock shall not include any shares owned or held by or for the account of the Issuer or any Subsidiary.
The Issuers. 2.1 The Issuers hereby accept the resignation of Resigning Trustee as Trustee, Registrar, Paying Agent and Collateral Agent, as applicable, under the Indentures.
2.2 Each Issuer hereby appoints Successor Trustee as Trustee, Registrar, Paying Agent and Collateral Agent, as applicable, under the Indenture(s) to which it is a party to succeed to, and hereby vests Successor Trustee with, all the rights, powers, trusts, privileges, immunities, duties and obligations of Resigning Trustee under such Indenture(s) with like effect as if originally named as Trustee, Registrar, Paying Agent and Collateral Agent, as applicable, in such Indenture(s).
2.3 The Issuers, severally and not jointly, hereby represent and warrant to Resigning Trustee and Successor Trustee that:
(a) Each Issuer is a limited partnership, limited liability company or corporation, as applicable, duly and validly organized and existing pursuant to the laws of the State of Delaware.
(b) Each Indenture, and each amendment or supplemental indenture thereto, was validly and lawfully executed and delivered by the Issuers party thereto and is in full force and effect and the Securities were validly issued by the applicable Issuers.
(c) Each Issuer has performed or fulfilled prior to the date hereof, and will continue to perform and fulfill after the date hereof, each covenant, agreement, condition, obligation and responsibility under the applicable Indenture(s).
(d) No event has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under the Indenture(s) to which it is a party.
(e) No covenant or condition contained in the Indentures has been waived by the Issuers party thereto or, to the best of each such Issuer’s knowledge, by Holders of the percentage in aggregate principal amount of the Securities required to effect any such waiver.
(f) There is no action, suit or proceeding pending or, to the best of the each Issuer’s knowledge, threatened against such Issuer before any court or any governmental authority arising out of any act or omission of such Issuer under the Indenture(s) to which it is a party.
(g) This Agreement has been duly authorized, executed and delivered on behalf of each Issuer and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.
(h) All conditions precedent relating to the appointment of Deutsche Bank Trust Company Americas as successor Trustee and Collateral Agent, as applicable, under the...
The Issuers. From the date of this Agreement and so long as the Investor has any obligation to make the Loans hereunder, or any indebtedness is outstanding under the Notes, or any Loan remains outstanding (PROVIDED, that any of the following provisions applicable to CCLP and its Subsidiaries shall cease to apply from and after the repayment in full of the CAI Loan and the CCLP Loan):
The Issuers. Neither Issuer will consolidate with or merge with or into, or assign, convey, transfer, lease or otherwise dispose of all or substantially all of its assets, in one transaction or a series of related transactions to, any Person, unless:
(i) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of any member state of the European Union, the United Kingdom or the United States of America, any State of the United States or the District of Columbia, Canada or any province of Canada, Norway or Switzerland and the Successor Company (if other than such Issuer) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of such Issuer under the Notes and this Indenture;
(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction as having been Incurred by the Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(iii) immediately after giving effect to such transaction, only to the extent it involves the Parent, either (1) the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to the Fixed Charge Coverage Ratio contained in Section 4.01(a) or (2) the Fixed Charge Coverage Ratio of the Successor Person and its consolidated Subsidiaries would not be less than the Fixed Charge Coverage Ratio of the Parent and its Restricted Subsidiaries immediately prior to giving effect to such transaction; and
(iv) such Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel to the effect that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the Successor Company (in each case, in form and substance reasonably satisfactory to the Trustee); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact. Any Indebtedness that becomes an obligation of the Parent or any Restricted Subsidiary ...
