Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not an Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:
Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:
Merger, Consolidation or Sale of All or Substantially All Assets. The Company will not, in any transaction or series of related transactions, consolidate with or merge into any Person or sell, assign, transfer, lease or otherwise convey all or substantially all its properties and assets to any Person, unless:
Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Borrower may not, directly or indirectly, consolidate or merge with or into or wind up into (whether or not the Borrower is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Borrower’s properties or assets, in one or more related transactions, to any Person unless:
Merger, Consolidation or Sale of All or Substantially All Assets. (a) The U.S. Borrower shall not consolidate or merge with or into or wind up into (whether or not the U.S. Borrower is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of properties and assets constituting all or substantially all of the properties or assets of the U.S. Borrower and the Restricted Subsidiaries on a consolidated basis, in one or more related transactions, to any Person unless:
Merger, Consolidation or Sale of All or Substantially All Assets. (a) Neither the Company nor the U.S. Parent Borrower may consolidate, amalgamate or merge with or into or wind up into (whether or not the Company or the U.S. Parent Borrower, as applicable, is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person, unless:
Merger, Consolidation or Sale of All or Substantially All Assets. (a) Neither the Issuer nor the Parent Guarantor, as applicable, shall consolidate or merge with or into or transfer or lease all or substantially all of its assets to (whether or not the Issuer or the Parent Guarantor, as applicable, is the surviving corporation), any Person unless:
Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, no New Subsidiary Guarantor may consolidate or merge with or into or wind up into (whether or not the Company or such New Subsidiary Guarantor is the surviving corporation), nor sell, assign, convey, transfer or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person (other than to the Company or another Subsidiary Guarantor) unless:
Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, a Guaranteeing Subsidiary may not, and the Issuer will not permit a Guaranteeing Subsidiary to, consolidate, amalgamate or merge with or into or wind up into (whether or not such Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless:
Merger, Consolidation or Sale of All or Substantially All Assets. The Company Borrower shall not consolidate or merge with or into or wind up into (whether or not the Company Borrower is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person unless: (a) the Company Borrower is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Company Borrower or such Person, as the case may be, being herein called the “Successor Company”) and, if such entity is not a corporation, a co- obligor of the Obligations is a corporation organized or existing under such laws; (b) the Successor Company (if other than the Company Borrower) expressly assumes all the obligations of the Company Borrower under this Agreement and the other Loan Documents to which it is a party; (c) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction) no Default or Event of Default shall have occurred and be continuing; (d) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, either: (i) the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 6.1(a); or -133-
