Consolidation, Merger and Sale of Assets. (a) The Company will not consolidate with, merge with or into another Person, permit any Person to merge with or into it, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its and its Restricted Subsidiaries’ properties and assets (computed on a consolidated basis) (as an entirety or substantially an entirety in one transaction or a series of related transactions), unless:
Consolidation, Merger and Sale of Assets. (a) No Issuer shall consolidate with or merge with or into, or sell, convey, transfer or otherwise dispose of all or substantially all of its and its Restricted Subsidiaries’ (taken as a whole) property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person (other than a Restricted Subsidiary) to merge with or into it unless:
Consolidation, Merger and Sale of Assets. The Company will ----------------------------------------- not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or in a series of related transactions) to, any Person or permit any Person to merge with or into the Company and the Company will not permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company or the Company and its Restricted Subsidiaries, taken as a whole, to any other Person or Persons, unless: (i) the Company will be the continuing Person, or the Person (if other than the Company) (the "Successor Company") formed by such consolidation or into ----------------- which the Company is merged or that acquired or leased such property and assets of the Company will be a corporation organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company with respect to the Notes and under this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company, or any Person becoming the successor obligor of the Notes, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis the Company, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least (Euro)1.00 of Indebtedness under subsection 4.4(a); (v) the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Indenture; and (vi) the Company shall have delivered to the Trustee an opinion of tax c...
Consolidation, Merger and Sale of Assets. The Company covenants that it will not merge or consolidate with any other Person or sell or convey all or substantially all of its assets to any Person, unless:
Consolidation, Merger and Sale of Assets. (a) The Parent shall not consolidate with or merge with or into, or sell, convey, transfer or otherwise dispose of all or substantially all of its and its Restricted Subsidiaries’ (taken as a whole) property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Parent unless:
Consolidation, Merger and Sale of Assets. (a) The Company will not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions, if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis to any other Person or group of Persons (other than the Company or a Guarantor), unless at the time and after giving effect thereto:
Consolidation, Merger and Sale of Assets. In the event of a consolidation or merger of the Company or a sale, lease or conveyance of all or substantially all of the assets of the Company as described in Article 6 of the Indenture, the successor entity to the Company shall succeed to and be substituted for the Company and may exercise the rights and powers of the Company under the Indenture, and thereafter, except in the case of a lease, the Company shall be relieved of all obligations and covenants under the Indenture and the Securities.
Consolidation, Merger and Sale of Assets. SECTION 5.1. When the Issuers May Merge or Transfer Assets 36 SECTION 5.2. Successor Corporation Substituted 36 ARTICLE VI Defaults and Remedies SECTION 6.1. Events of Default 37 SECTION 6.2. Acceleration 38 SECTION 6.3. Other Remedies 38 SECTION 6.4. Waiver of Past Defaults 39 SECTION 6.5. Control by Majority 39 SECTION 6.6. Limitation on Suits 39 SECTION 6.7. Rights of Holders to Receive Payment 40 SECTION 6.8. Collection Suit by Trustee 40 SECTION 6.9. Trustee May File Proofs of Claim 40 SECTION 6.10. Priorities 40 SECTION 6.11. Undertaking for Costs 41 SECTION 6.12. Waiver of Stay or Extension Laws 41 ARTICLE VII Trustee SECTION 7.1. Duties of Trustee 41 SECTION 7.2. Rights of Trustee 42 SECTION 7.3. Individual Rights of Trustee 44 SECTION 7.4. Trustee’s Disclaimer 44 SECTION 7.5. Notice of Defaults 44 SECTION 7.6. Reports by Trustee to Holders 44 SECTION 7.7. Compensation and Indemnity 45 SECTION 7.8. Replacement of Trustee 46 SECTION 7.9. Successor Trustee by Merger 46 SECTION 7.10. Eligibility; Disqualification 47 SECTION 7.11. Preferential Collection of Claims Against the Issuers 47 ARTICLE VIII Discharge of Indenture; Defeasance
Consolidation, Merger and Sale of Assets. The Issuer may not, directly or indirectly: (x) consolidate or merge with or into or wind up into another Person (whether or not the Issuer is the surviving Person); or (y) sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person; unless:
Consolidation, Merger and Sale of Assets. (a) The Parent Guarantor shall not, in a single transaction or through a series of transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of, or take any action pursuant to any resolution passed by the Parent Guarantor’s board of directors or shareholders with respect to a demerger or division pursuant to which the Parent Guarantor would dispose of, all or substantially all of the Parent Guarantor’s properties and assets (other than Capital Stock, Debt or other securities of any Unrestricted Subsidiary) to any Person or Persons and the Parent Guarantor shall not permit any Restricted Subsidiary to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets (other than Capital Stock, Debt or other securities of any Unrestricted Subsidiary) of the Parent Guarantor and its Restricted Subsidiaries on a consolidated basis to any other Person or Persons.
