Common use of When the Company May Merge or Transfer Assets Clause in Contracts

When the Company May Merge or Transfer Assets. The Company shall not consolidate with or merge with or into, or convey, transfer or 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 be a 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) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture; (ii) immediately after giving effect to such transaction (and treating any Debt which 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 such Successor Company or such 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 Debt pursuant to Section 5.04(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 Company prior to such transaction; and (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 the terms of this Indenture.

When the Company May Merge or Transfer Assets. The --------------------------------------------- Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease, in one transaction or a series of transactions, lease all or substantially all its assets to, any Person, unless: another person unless (i) the resulting, surviving or transferee Person person or lessee (if other than the "Successor Company") shall be a Person person organized and existing under the laws of the United States of America, or any State thereof or the District of Columbia and the Successor Company (if not the Company) such entity shall expressly assume, assume by an supplemental indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this Indenture; , (ii) immediately after giving effect to such transaction (and treating any Debt which 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 such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred happened and be continuing; , (iii) immediately after giving effect to such transaction, the Successor Company resulting, surviving or transferee person would be able to Incur issue an additional $1.00 of Debt pursuant to the first sentence of Section 5.04(a); 4.04, (iv) immediately after giving effect to such transaction, the Successor Company shall have resulting, surviving or transferee person has a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company immediately prior to such transaction; and transaction and (v) the Company shall have delivered to the Trustee an Officers' Certificate of the Company and an Opinion of CounselCounsel of the Company, each stating that such consolidation, merger merger, sale, conveyance, transfer or transfer lease and such supplemental indenture (if any) comply with the terms of this Indenture.

When the Company May Merge or Transfer Assets. (a) The Company shall not consolidate consolidate, with or merge with or into, or convey, convey or transfer or lease, in one transaction or a series of transactions, lease all or substantially all of its assets to, any Person, unless: another Person unless (i) the resulting, surviving or transferee Person (if not the "Successor Company") shall be a Person corporation organized and existing under the laws of the United States of America, or any State thereof or the District of Columbia and the Successor Company (if not the Company) such entity shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, assume in writing in form and substance satisfactory to the Trustee, Holders of the Notes all the obligations of the Company under the Notes and this Indenture; Agreement, (ii) immediately after giving effect to such transaction (and treating any Debt which 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 such Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; continuing and either (iiiA) immediately after giving effect to such transaction, the Successor Company would be is able to Incur an additional incur at least $1.00 of additional Debt pursuant to Section 5.04(a); 4.2(a) hereof or (ivB) immediately after giving effect to such transactionthe resulting, the Successor Company surviving or transferee Person shall have Consolidated Net Worth in an amount which is not less than the result of (x) the Consolidated Net Worth of the Company immediately prior to such transaction; and , minus (vy) the aggregate amount of Restricted Payments which could have been made by the Company pursuant to Section 4.3(a) hereof immediately prior to such transaction, but which are not being made as part of such transaction, and (iii) the Company shall have delivered to the Trustee Holders a certificate of an Officers' Certificate and an Opinion Officer of Counsel, each the Company stating that such consolidation, merger or transfer complies with this Agreement. (b) Notwithstanding the provisions of Section 2.1(a), (i) any Subsidiary of the Company with a positive net worth may consolidate with, merge into or transfer all or part of its properties and assets to the Company; provided that, in connection with any such supplemental indenture transaction, no consideration (if anyother than common stock in the surviving Person or the Company) comply with shall be issued or distributed to the terms shareholders of this Indenturethe Company, and (ii) the provisions of clause (ii) of Section 2.1(a) above shall not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of incorporation of the Company.