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

When the Issuers May Merge or Transfer Assets. An Issuer shall not consolidate with or merge with or into any other person or convey, transfer or lease its properties and assets substantially as an entirety to any person (except in the case of OCI or OFI, with, into or to the Company, each other or any other Subsidiary of the Company), unless: (a) either (1) such Issuer shall be the continuing corporation or (2) the person (if other than the Company) formed by such consolidation or into which the such Issuer is merged or the person which acquires by conveyance, transfer or lease the properties and assets of such Issuer substantially as an entirety (i) shall be organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of such Issuer under the Securities and this Indenture; (b) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 5 and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of the foregoing, the conveyance, transfer or lease of the properties and assets of one or more Subsidiaries of an Issuer (other than to the Company or another Subsidiary of any of the Issuers), which, if such assets were owned by such Issuer, would constitute all or substantially all of the properties and assets of such Issuer, shall be deemed to be the transfer of all or substantially all of the properties and assets of such Issuer, but a bona fide pledge or hypothecation will be deemed not to be prohibited by this Indenture. The successor person formed by such consolidation or into which such Issuer is merged or the successor person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, such Issuer under this Indenture with the same effect as if such successor had been named as an Issuer herein; and thereafter, except in the case of a lease and obligations such Issuer may have under a supplemental indenture pursuant to Section 10.14, such Issuer shall be discharged from all obligations and covenants under this Indenture and the Securities. Subject to Section 9.06, such Issuer, the Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release of such Issuer."

When the Issuers May Merge or Transfer Assets. An Issuer shall not Neither of the Issuers will consolidate with or sell, lease or convey all or substantially all of its assets to, or merge with or into into, in one transaction or a series of related transactions, any other person or convey, transfer or lease its properties and assets substantially as an entirety to any person (except in the case of OCI or OFI, with, into or to the Company, each other or any other Subsidiary of the Company)Person, unless: (a) either (1i) such Issuer shall be the continuing corporation or (2) the person (if other than the Company) formed by such consolidation or into which the such Issuer is merged entity, or the person which acquires by conveyanceresulting, transfer surviving or lease transferee Person (the properties and assets of such Issuer substantially as an entirety (i"Successor") shall be a Person organized and validly existing under the laws of the United States or of America, any State thereof or the District of Columbia and the Successor (iiif not such Issuer) shall expressly assume, by an indenture supplemental heretoindenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of such Issuer under the Securities and this Indenture; (bii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) supplemental indenture confirmed that its Guarantee shall apply for such Person's obligations in respect to this Indenture and the Securities; and (civ) each of the Company Issuers shall have delivered to the Trustee an Officers' Certificate and the Issuers shall have delivered to the Trustee an Opinion of Counsel, each stating that such consolidation, merger, conveyance, merger or transfer or lease and, if a and such supplemental indenture is required in connection with such transaction, such supplemental indenture, (if any) comply with this Article 5 Indenture (except that such Opinion of Counsel need not opine as to Clause (ii) above) and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes supplemental indenture constitutes the legal valid and binding obligation of the foregoing, the conveyance, transfer or lease of the properties and assets of one or more Subsidiaries of an Issuer (other than Successor subject to the Company or another Subsidiary of any of the Issuers), which, if such assets were owned by such Issuer, would constitute all or substantially all of the properties and assets of such Issuer, shall be deemed to be the transfer of all or substantially all of the properties and assets of such Issuer, but a bona fide pledge or hypothecation will be deemed not to be prohibited by this Indenturecustomary exceptions. The successor person formed by such consolidation or into which such Issuer is merged or the successor person to which such conveyance, transfer or lease is made shall Successor will succeed to, and be substituted for, and may exercise every right and power of, such Issuer under this Indenture with the same effect as if such successor had been named as an Indenture, but the predecessor Issuer herein; and thereafter, except in the case of a lease and obligations such Issuer may have under a supplemental indenture pursuant to Section 10.14, such Issuer shall be discharged from of all obligations and covenants under this Indenture and the Securities. Subject to Section 9.06, such Issuer, the Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release or substantially all of such Issuer's respective assets will not be released from the obligation to pay the principal of and interest on the Securities."

When the Issuers May Merge or Transfer Assets. An Neither Issuer shall not will consolidate with or merge with or into any other person into, or convey, transfer or lease lease, in one transaction or a series of transactions, all or substantially all its properties and assets substantially as an entirety to to, any person (except in the case of OCI or OFI, with, into or to the Company, each other or any other Subsidiary of the Company)Person, unless: (a) either (1) such Issuer shall be the continuing corporation or (2i) the person resulting, surviving or transferee Person (if other than the Company"SUCCESSOR ISSUER") formed by such consolidation or into which the such Issuer is merged or the person which acquires by conveyance, transfer or lease the properties and assets of such Issuer substantially as an entirety (i) shall will be a Person organized and validly existing under the laws of the United States or of America, any State thereof or the District of Columbia and the Successor Issuer (iiif not such Issuer) shall will expressly assume, by an indenture supplemental heretoa written agreement, executed and delivered to the TrusteeHolder, in form reasonably satisfactory to the TrusteeRequired Noteholders, all of the obligations of such Issuer under the Securities Term Notes (and this the Indenture, if it has previously been executed and delivered) and the Registration Rights Agreement; (ii) immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness which becomes an obligation of any Successor Issuer or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Successor Issuer or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default will have occurred and be continuing; (iii) except (A) in the case of a merger of such Issuer into a Wholly Owned Subsidiary, (B) a merger entered into solely for the purpose of reincorporating such Issuer in another jurisdiction or (C) a merger the Parent enters into solely for the purpose of forming a holding company to hold all of the outstanding capital stock of the Parent, immediately after giving effect to such transaction on a pro forma basis as if such transaction had occurred at the beginning of the applicable four quarter period, such Issuer or the Person formed by or surviving any such consolidation or merger (if other than such Issuer), or to which such conveyance, transfer, lease or other disposition shall have been made, (a) would have been permitted to incur at least $1.00 of additional Indebtedness under paragraph (a) of Section 11.02 or 11.03, as the case may be or (b) Parent would have an Indebtedness to Adjusted EBITDA Ratio and Intermediate Holdo would have an Intermediate Holdco Indebtedness to Adjusted EBITDA Ratio no worse than such ratio immediately prior to such transaction; (iv) immediately after giving effect to such transaction, no Default shall have occurred the Parent (or a Successor Issuer in respect of the Parent) will be the direct holder of 100% of the issued and be continuingoutstanding Capital Stock of Intermediate Holdco (or a Successor Issuer in respect of Intermediate Holdco); and (cv) the Company shall such Issuer will have delivered to the Trustee Holder an Officers' Officer's Certificate and an Opinion opinion of Counselcounsel, each stating that such consolidation, merger, conveyance, merger or transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply complies with this Article 5 and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of the foregoing, the conveyance, transfer or lease of the properties and assets of one or more Subsidiaries of an Term Note. A Successor Issuer (other than to the Company or another Subsidiary of any of the Issuers), which, if such assets were owned by such Issuer, would constitute all or substantially all of the properties and assets of such Issuer, shall be deemed to be the transfer of all or substantially all of the properties and assets of such Issuer, but a bona fide pledge or hypothecation will be deemed not to be prohibited by this Indenture. The successor person formed by such consolidation or into which such Issuer is merged or the successor person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, such the applicable Issuer under this Indenture with Term Note, but the same effect as if such successor had been named as an predecessor Issuer herein; and thereafter, except in the case of a conveyance, transfer or lease and of all its assets or substantially all its assets will be released from its obligations such Issuer may have under a supplemental indenture pursuant to Section 10.14, such Issuer shall be discharged from all obligations and covenants under this Indenture Term Note, including without limitation the obligation to pay the principal of and the Securities. Subject to Section 9.06, such Issuer, the Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release of such Issuerinterest on this Term Note."