Common use of When Subsidiary Guarantors May Merge or Transfer Assets Clause in Contracts

When Subsidiary Guarantors May Merge or Transfer Assets. The Company shall not permit any Subsidiary Guarantor to consolidate with or merge with or into any Person (other than the Company or a Subsidiary Guarantor) unless: (i) the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and, if such Person is not the Company, such Person shall expressly assume, by executing a Guarantee Agreement, all the obligations of such Subsidiary, if any, under its Subsidiary Guarantee and the Registration Rights Agreement; (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 resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and (iii) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation or merger and such Guarantee Agreement, if any, complies with this Indenture. The provisions of clauses (i) and (ii) above shall not apply to any one or more transactions which constitute an Asset Disposition if the Company has complied with the applicable provisions of Section 4.07.

When Subsidiary Guarantors May Merge or Transfer Assets. The Company shall will not permit any Subsidiary Guarantor to consolidate with or merge with or into into, or convey, transfer or lease, in one transaction or series of transactions, all or substantially all its assets to any Person (other than the Company or a Subsidiary Guarantor) unless: (i) the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and, if such Person is not the Company, such Person shall expressly assumeassume by a guaranty agreement, by executing in a Guarantee Agreementform acceptable to the Trustee, all the obligations of such SubsidiarySubsidiary Guarantor, if any, under its Subsidiary Guarantee and the Registration Rights AgreementGuaranty; (ii) immediately after giving effect to such transaction or transactions on a pro forma basis (and and, treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and (iii) the Company delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation consolidation, merger or merger transfer and such Guarantee Agreementguaranty agreement, if any, complies with this Indenture. The provisions Notwithstanding the foregoing, if any Subsidiary Guarantor is released from its obligations under its Subsidiary Guaranty pursuant to Section 11.06, then such Subsidiary Guarantor's successor or transferee shall be released from all of clauses (i) and (ii) above shall not apply to any one or more transactions which constitute an Asset Disposition if the Company has complied with the applicable provisions of Section 4.07such Subsidiary Guarantor's obligations under its Subsidiary Guaranty.

When Subsidiary Guarantors May Merge or Transfer Assets. The Company shall will not permit any Subsidiary Guarantor to consolidate with or merge with or into into, or convey, transfer or lease, in one transaction or series of transactions, all or substantially all its assets to any Person (other than the Company or a Subsidiary Guarantor) unless: (i) the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and, if such Person is not the Company, such Person shall expressly assumeassume by a supplemental indenture, by executing in a Guarantee Agreementform acceptable to the Trustee, all the obligations of such SubsidiarySubsidiary Guarantor, if any, under its Subsidiary Guarantee and the Registration Rights AgreementGuarantee; (ii) immediately after giving effect to such transaction or transactions on a pro forma basis (and and, treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and (iii) the Company delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation consolidation, merger or merger transfer and such Guarantee Agreementguaranty agreement, if any, complies with this Indenture. The provisions Notwithstanding the foregoing, if any Subsidiary Guarantor is released from its obligations under its Subsidiary Guarantee pursuant to Section 11.06, then such Subsidiary Guarantor's successor or transferee shall be released from all of clauses (i) such Subsidiary Guarantor's obligations under this Indenture and (ii) above shall not apply to any one or more transactions which constitute an Asset Disposition if the Company has complied with the applicable provisions of Section 4.07its Subsidiary Guarantee.