CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE Sample Clauses
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. SECTION 8.1. Company May Consolidate, Etc.,
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) Subject to Section 3.1(c), the Guarantor shall not consolidate with or merge with or into any other Person or convey, transfer or lease its assets substantially as an entirety to any Person, and the Guarantor shall not permit any Person to consolidate with or merge with or into the Guarantor, unless:
(1) the Guarantor or the Company is the surviving corporation in a merger or consolidation; or
(2) in case the Guarantor shall consolidate with or merge into another Person or convey, transfer or lease its assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the assets of the Guarantor substantially as an entirety shall be a corporation, partnership, trust or limited liability company, 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 agreement hereto, executed and delivered to the Trustee, all of the obligations of the Guarantor under the Indenture and this Guarantee; and
(3) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and
(4) the Guarantor has 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 agreement is required in connection with such transaction, such supplemental agreement comply with this Section 3.1 and that all conditions precedent herein provided for relating to such transaction have been complied with.
(b) Subject to Section 3.1(c), any indebtedness which becomes an obligation of the Guarantor or any of its Subsidiaries as a result of any such transaction shall be treated as having been incurred by the Guarantor or such Subsidiary at the time of such transaction.
(c) The provisions of Section 3.1(a) and (b) shall not be applicable to:
(1) the direct or indirect conveyance, transfer or lease of all or any portion of the stock, assets or liabilities of any of the Guarantor’s wholly owned Subsidiaries to the Guarantor or to the Company or to other wholly owned Subsidiaries of the Guarantor; or
(2) any recapitalization transaction, a change of control of the Guarantor or a highly leveraged transaction...
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. Section 8.01.
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. SECTION 8.1 COMPANY MAY CONSOLIDATE, ETC., ONLY ON
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. Company May Consolidate, Etc., Only on Certain Terms....................... 42 Section 8.02
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. Company May Consolidate, etc.,
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. Section 801. Company or Any Guarantor May Consolidate, etc.,
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. Company May Consolidate, etc., Only on Certain Terms Section 8.2 Successor Substituted
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. Section 801 Company May Consolidate, Etc.,
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. (a) The Company will not in any transaction or series of related transactions, consolidate or merge with or into or wind up into any other Person (whether or not the Company is the surviving corporation), or directly or indirectly sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of the properties or assets of the Company, taken as a whole, to any other Person, unless:
(1) (i) the Company is the surviving Person or (ii) the resulting or surviving Person (if not the Company) or the Person to which such sale, assignment, conveyance, transfer, lease or other disposition has been made (such Person, the “Successor Company”) (A) shall be a corporation, partnership, limited liability company or similar entity organized and validly existing under the laws of any member state of the European Union, the United Kingdom, Switzerland or the United States, any political subdivision thereof or any state thereof or the District of Columbia (and, if such entity is not a corporation, a co-obligor of the Notes is a corporation organized under any such laws) and (B) the Successor Company shall expressly assume, by a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes, this Indenture, the Intercreditor Agreements and the Collateral Documents;
(2) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Debt Incurred or anticipated to be Incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing;
(3) immediately after giving effect to any such transaction or series of transactions on a pro forma basis (including, without limitation, any Debt Incurred or anticipated to be Incurred in connection with or in respect of such transaction or series of transactions) as if such transaction or series of transactions had occurred on the first day of the determination period, (A) the Successor Company could Incur $1.00 of additional Debt under Section 4.09(a) or (B) the Consolidated Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries for the most recent Four Quarter Period shall be equal to or greater than such Consolidated Fixed Charge Coverage Ratio immediately prior to such transaction (or the first such transaction if there are a series...