Common use of When the Company May Merge, Etc Clause in Contracts

When the Company May Merge, Etc. Neither of the Issuers nor the Parent shall consolidate or merge with or into (whether or not such Issuer or the Parent, as the case may be, is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its respective properties or assets in one or more related transactions to, another corporation, Person or entity unless: (i) such Issuer or the Parent, as the case may be, is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Issuer or the Parent, as the case may be) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer or the Parent, as the case may be) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made assumes all of such Issuer's or the Parent's respective obligations, as the case may be, under the Notes or the Guarantee thereof, as the case may be, and this Indenture, pursuant to a supplemental indenture; (iii) at the time of such transaction and immediately after such transaction after giving pro forma effect thereto, no Default or Event of Default exists or would exist; (iv) such Issuer or the Parent, as the case may be, or any Person formed by or surviving such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made shall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the tests set forth in the first paragraph of Section 4.9 hereof; and (v) the Issuers and the Parent shall have delivered to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate and an Opinion of Counsel to the combined effect that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, and, if applicable, any supplemental indenture executed in connection therewith, comply with this Indenture. The Trustee shall be entitled to conclusively rely upon such Officers' Certificate and Opinion of Counsel.

When the Company May Merge, Etc. Neither of the Issuers nor the Parent The Company shall not consolidate or merge with or into or wind up into (whether or not such Issuer or the Parent, as the case may be, Company is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its respective properties or assets in one or more related transactions to, another corporation, Person or entity unless: (i) such Issuer or the Parent, as the case may be, Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Issuer or the Parent, as the case may beCompany) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer or the Parent, as the case may beCompany) or the Person or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made assumes all the obligations of such Issuer's or the Parent's respective obligations, as the case may be, Company under the Notes or the Guarantee thereof, as the case may be, and this Indenture, Indenture pursuant to a supplemental indenture; (iii) at the time of such transaction and immediately after such transaction after giving pro forma effect thereto, no Default or Event of Default exists or would exist; (iv) such Issuer or the Parent, as the case may be, Company or any Person formed by or surviving such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) shall have Consolidated Net Worth (immediately after the transaction) equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) shall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the tests Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.9 hereof; and (v) the Issuers and the Parent Company shall have delivered to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate and an Opinion of Counsel to the combined effect that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, and, if applicable, any supplemental indenture executed in connection therewith, comply with this Indenture. The Trustee shall be entitled to conclusively rely upon such Officers' Certificate and Opinion of Counsel.

When the Company May Merge, Etc. Neither of the Issuers nor the Parent The Company shall not consolidate or merge with or into or wind up into (whether or not such Issuer or the Parent, Company as the case may be, is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its respective properties or assets in one or more related transactions to, another corporation, Person or entity unless: (i) such Issuer or the Parent, as the case may be, Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Issuer or the Parent, as the case may beCompany) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer or the Parent, as the case may beCompany) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made assumes all the obligations of such Issuer's or the Parent's respective obligations, as the case may be, Company under the Notes or Notes, this Indenture and the Guarantee thereof, as the case may be, and this Indenture, Collateral Documents pursuant to a supplemental indentureindenture in the form of Exhibit B hereto; (iii) at the time of such transaction and immediately after such transaction after giving pro forma effect thereto, no Default or Event of Default exists or would exist; (iv) such Issuer or the Parent, as the case may be, Company or any Person formed by or surviving such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) shall have Consolidated Net Worth (immediately after the transaction) equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) shall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the tests Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.9 4.09 hereof; and (v) the Issuers and the Parent Company shall have delivered to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate and an Opinion of Counsel to the combined effect that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, and, if applicable, any supplemental indenture executed in connection therewith, comply with this Indenture. The Trustee shall be entitled to conclusively rely upon such Officers' Certificate and Opinion of Counsel.

When the Company May Merge, Etc. Neither of the Issuers nor the Parent Issuer shall consolidate or merge with or into (whether or not such Issuer or the Parent, as the case may be, is the surviving entity)into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its respective properties or assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries) in one or more related transactions to, another corporationany other Person, Person or entity unless: (i) such Issuer or the Parent, as the case may be, is the surviving corporation Person or the Person formed by or surviving any such consolidation or merger (if other than such Issuer or the Parent, as the case may beIssuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made is a corporation organized or and existing under the laws of the United StatesStates of America, any state thereof or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer or the Parent, as the case may beIssuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition will have has been made assumes all the Obligations of such Issuer's or the Parent's respective obligations, as the case may be, under the Notes or the Guarantee thereof, as the case may be, and this Indenture, pursuant to a supplemental indentureindenture and in a form reasonably satisfactory to the Trustee, under the Notes, this Indenture, the Security Documents and the Registration Rights Agreement; (iii) at the time of immediately after giving effect to such transaction and immediately after such transaction after giving on a pro forma effect theretobasis, no Default or Event of Default exists or would existexists; (iv) such Issuer transaction would not result in the loss or the Parentsuspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with such loss, as the case may besuspension or material impairment; and (v) such Issuer, or any Person formed by or surviving any such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made shallmade, (A) has Consolidated Net Worth (immediately after the transaction but prior to any purchase accounting adjustments resulting from the transaction) equal to or greater than the Consolidated Net Worth of such Issuer immediately preceding the transaction and (B) will be permitted, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the tests Interest Coverage Ratio test set forth in the first paragraph of Section 4.9 hereof; and (v) the 4.9. The Issuers and the Parent shall have delivered deliver to the Trustee prior to the consummation of the any proposed transaction an Officers' Certificate to the foregoing effect, an Opinion of Counsel, stating that all conditions precedent to the proposed transaction provided for in this Indenture have been complied with and a written statement from a firm of independent public accountants of established national reputation reasonably satisfactory to the Trustee stating that the proposed transaction complies with clause (v). For purposes of this Section 5.1, the transfer 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 Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing clause (v), the Company may reorganize as a corporation or other business entity in accordance with the procedures established in this Article V, provided that, (x) such transaction is solely for the purpose of such reorganization and not for the purpose of evading this provision or any other provision of this Indenture and not in connection with any other transaction, and (y) prior to such reorganization, the Company has delivered to the Trustee an Opinion of Counsel confirming that (i) the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of the reorganization and will be subject to Federal income tax on the combined effect that same amounts, in the same manner and at the same times as would have been the case if such consolidationreorganization had not occurred, mergerand (ii) the Company will not recognize income, sale, assignment, transfer, lease, conveyance gain or other disposition, and, if applicable, any supplemental indenture executed in connection therewith, comply with this Indenture. The Trustee shall be entitled to conclusively rely upon such Officers' Certificate loss for Federal and Opinion state income tax purposes as a result of Counselthe reorganization.

When the Company May Merge, Etc. Neither of the Issuers nor the Parent (a) The Company shall not, and shall not permit any Guarantor to, consolidate with or merge with or into any other Person, or, directly or indirectly, sell, lease, assign, transfer or convey all or substantially all of its assets (computed on a consolidated basis), to another Person or group of Persons acting in concert, whether in a single transaction or not such Issuer through a series of related transactions, unless: (1) either (a) the Company or the ParentGuarantor, as the case may be, shall be the continuing Person, or (b) the Person (if other than the Company) formed by such consolidation or into which the Company or the Guarantor, as the case may be, is the surviving entity), merged or sell, assign, transfer, lease, convey or otherwise dispose of to which all or substantially all of its respective the properties or and assets in one or more related transactions toof the Company, another corporation, Person or entity unless: (i) such Issuer or the ParentGuarantor, as the case may be, is are transferred as an entirety or substantially as an entirety (the surviving corporation Company or the Person formed by or surviving any such consolidation or merger (if other than such Issuer or the ParentGuarantor, as the case may be, or such other Person being hereinafter referred to as the "Surviving Person") or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is be a corporation or partnership organized or and validly existing under the laws of the United States, any state State thereof or the District of Columbia; (ii) , and shall expressly assume, by an indenture supplemental hereto executed and delivered to the Person formed by Trustee on or surviving any prior to the consummation of such consolidation or merger (if other than such Issuer transaction, in form satisfactory to the Trustee, all the obligations of the Company or the Parent, as the case may be) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made assumes all of such Issuer's or the Parent's respective obligationsGuarantor, as the case may be, under the Notes or the Guarantee thereof, as the case may be, and this Indenture, pursuant to a supplemental indenture; (iii2) at the time of such transaction and immediately after such transaction after giving pro forma effect thereto, no No Default or Event of Default exists shall exist or would existshall occur immediately after giving effect to such transaction; (iv3) such Issuer or the Parenton a pro forma consolidated basis, as the case may be, or any Person formed by or surviving such consolidation or merger, or immediately after giving effect to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made shall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning assumption of the applicable four-quarter periodobligations contemplated by clause (1), be permitted to incur at least $1.00 of additional Indebtedness pursuant to the tests set forth in the first paragraph of Section 4.9 hereof; and (v) the Issuers above, and the Parent shall have delivered incurrence or anticipated incurrence of any Debt or Disqualified Capital Stock to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate and an Opinion of Counsel to the combined effect that such consolidation, merger, sale, assignment, transfer, lease, conveyance be incurred or other disposition, and, if applicable, any supplemental indenture executed issued in connection therewith, comply with this Indenture. The Trustee shall be entitled (x) the Net Worth of the Surviving Person is at least equal to conclusively rely upon the Net Worth of such Officers' Certificate predecessor or transferring entity immediately prior to such transaction and Opinion (y) except for a merger of Counsel.the Company into a wholly owned Subsidiary of TEC or its wholly owned Subsidiary incorporated in the State of Delaware solely for the purpose of facilitating a

When the Company May Merge, Etc. Neither The Company may not, in a single transaction or series of the Issuers nor the Parent shall related transactions, consolidate or merge or combine with or into (whether or not such Issuer or the Parent, as the case may be, Company is the surviving entitycorporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its respective properties or assets in one or more related transactions to, another corporation, Person any corporation as an entirety or entity substantially as an entirety unless: (a) either (i) such Issuer or the Parent, as the case may be, is Company shall be the surviving or continuing corporation or or (ii) the Person corporation formed by or surviving any such consolidation or merger or combination (if other than such Issuer the Company) or the Parent, as the case may be) or to corporation which such acquires by sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties and assets of the Company (1) shall have been made is be a corporation organized or and validly existing under the laws of the United States, States or any state State thereof or the District of Columbia;Columbia and (ii2) shall expressly assume the Person formed by or surviving any such consolidation or merger (due and punctual payment of the principal of, and premium, if other than such Issuer or any, and interest on, if any, with respect to, all the Parent, as Notes and the case may be) or performance of every covenant of the Person to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made assumes all of such Issuer's or the Parent's respective obligations, as the case may be, Company under the Notes or and the Guarantee thereofIndenture, as including, without limitation, modifications to rights of holders to cause the case may be, repurchase of Notes upon a Designated Event in accordance with the penultimate paragraph of Section 4.06 and this Indentureconversion rights in accordance with Section 12.06 to the extent required by such Sections, pursuant to a supplemental indentureindenture in a form reasonably satisfactory to the Trustee; (iiib) at the time of immediately after giving effect to such transaction and immediately after such transaction after giving pro forma effect thereto, no Default or and no Event of Default exists or would exist; (iv) such Issuer or the Parent, as the case may be, or any Person formed by or surviving such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made shall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the tests set forth in the first paragraph of Section 4.9 hereofexists; and (vc) the Issuers and the Parent Company or such Person shall have delivered to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate and an Opinion of Counsel to the combined effect each stating that such consolidation, merger, saleconveyance, assignment, transfer, lease, conveyance transfer or other disposition, lease and, if applicable, any a supplemental indenture executed is required in connection therewithwith such transaction, such supplemental indenture, comply with this Indentureprovision of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. The Trustee For purposes of this Section 5.01, 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 subsidiaries of the Company, the capital stock of which constitutes all or substantially all of the properties and assets of the Company, shall be entitled deemed to conclusively rely upon such Officers' Certificate be the transfer of all or substantially all of the properties and Opinion assets of Counselthe Company.

When the Company May Merge, Etc. 50 Neither of the Issuers nor the Parent shall consolidate or merge with or into (whether or not such Issuer or the Parent, as the case may be, is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its respective properties or assets in one or more related transactions to, another corporation, Person or entity unless: (i) such Issuer or the Parent, as the case may be, is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Issuer or the Parent, as the case may be) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer or the Parent, as the case may be) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made assumes all the obligations of such Issuer's or the Parent's respective obligations, as the case may be, under the Notes or the Guarantee thereof, as the case may be, and this Indenture, pursuant to a supplemental indenture; (iii) at the time of such transaction and immediately after such transaction after giving pro forma effect thereto, no Default or Event of Default exists or would exist; (iv) such Issuer or the Parent, as the case may be, or any Person formed by or surviving such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made shall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the tests set forth in the first paragraph of Section 4.9 hereof; and (v) the Issuers and the Parent shall have delivered to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate and an Opinion of Counsel to the combined effect that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, and, if applicable, any supplemental indenture executed in connection therewith, comply with this Indenture. The Trustee shall be entitled to conclusively rely upon such Officers' Certificate and Opinion of Counsel.

When the Company May Merge, Etc. Neither of the Issuers nor the Parent Issuer shall consolidate or merge with or into (whether or not such Issuer or the Parent, as the case may be, is the surviving entity)into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its respective properties or assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries) in one or more related transactions to, another corporationany other Person, Person or entity unless: (i) such Issuer or the Parent, as the case may be, is the surviving corporation Person or the Person formed by or surviving any such consolidation or merger (if other than such Issuer or the Parent, as the case may beIssuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made is a corporation organized or and existing under the laws of the United StatesStates of America, any state thereof or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Issuer or the Parent, as the case may beIssuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition will have has been made assumes all the Obligations of such Issuer's or the Parent's respective obligations, as the case may be, under the Notes or the Guarantee thereof, as the case may be, and this Indenture, pursuant to a supplemental indentureindenture and in a form reasonably satisfactory to the Trustee, under the Notes, this Indenture and the Registration Rights Agreement; (iii) at the time of immediately after giving effect to such transaction and immediately after such transaction after giving on a pro forma effect theretobasis, no Default or Event of Default exists or would existexists; (iv) such Issuer transaction would not result in the loss or the Parentsuspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with such loss, as the case may besuspension or material impairment; and (v) such Issuer, or any Person formed by or surviving any such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have has been made shallmade, (A) has Consolidated Net Worth (immediately after the transaction but prior to any purchase accounting adjustments resulting from the transaction) equal to or greater than the Consolidated Net Worth of such Issuer immediately preceding the transaction and (B) will be permitted, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the tests Interest Coverage Ratio test set forth in the first paragraph of Section 4.9 hereof; and (v) the 4.9. The Issuers and the Parent shall have delivered deliver to the Trustee prior to the consummation of the any proposed transaction an Officers' Certificate to the foregoing effect, an Opinion of Counsel, stating that all conditions precedent to the proposed transaction provided for in this Indenture have been complied with and a written statement from a firm of independent public accountants of established national reputation reasonably satisfactory to the Trustee stating that the proposed transaction complies with clause (v). For purposes of this Section 5.1, the transfer 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 Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding the foregoing clause (v), the Company may reorganize as a corporation or other business entity in accordance with the procedures established in this Article V, provided that, (x) such transaction is solely for the purpose of such reorganization and not for the purpose of evading this provision or any other provision of this Indenture and not in connection with any other transaction, and (y) prior to such reorganization, the Company has delivered to the Trustee an Opinion of Counsel confirming that (i) the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of the reorganization and will be subject to Federal income tax on the combined effect that same amounts, in the same manner and at the same times as would have been the case if such consolidationreorganization had not occurred, mergerand (ii) the Company will not recognize income, sale, assignment, transfer, lease, conveyance gain or other disposition, and, if applicable, any supplemental indenture executed in connection therewith, comply with this Indenture. The Trustee shall be entitled to conclusively rely upon such Officers' Certificate loss for Federal and Opinion state income tax purposes as a result of Counselthe reorganization.