Consolidation, Merger and Sale of Assets
We may not consolidate with or merge into, or transfer, lease or otherwise dispose of all or substantially all of our assets to, any Person (a
successor Person), and may not permit any Person to consolidate with or merge into us, unless:
(1) the successor Person (if
any) is a corporation, partnership, trust or other entity organized and validly existing under the laws of any domestic jurisdiction and assumes our obligations on the debt securities and under the Indentures including the due and punctual payment
of the principal of, any premium on, and any interest on, all of the outstanding debt securities and the performance of every covenant applicable to be performed or observed by us;
(2) immediately before and after giving pro forma effect to the transaction, no Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, has occurred and is continuing;
(3) we deliver to the trustee an officers
certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance or transfer and such Supplemental Indenture comply with the foregoing provisions relating to such transaction; and
(4) several other conditions, including any additional conditions with respect to any particular debt securities specified in the applicable
prospectus supplement, are met (Section 801).
Events of Default
Unless otherwise specified in the prospectus supplement, each of the following will constitute an Event of Default under the applicable
Indenture with respect to debt securities of any series:
(1) failure to pay principal of or any premium on any debt security of that
series when due, whether or not, in the case of subordinated debt securities, such payment is prohibited by the subordination provisions of the Subordinated Indenture;
(2) failure to pay any interest on any debt securities of that series when due, continued for 30 days, whether or not, in the case of
subordinated debt securities, such payment is prohibited by the subordination provisions of the Subordinated Indenture;
(3) failure to
deposit any sinking fund payment, when due, in respect of any debt security of that series, whether or not, in the case of subordinated debt securities, such deposit is prohibited by the subordination provisions of the Subordinated Indenture;
(4) failure to perform or comply with the provisions described under Consolidation, Merger and Sale of Assets;
(5) failure to perform any of our other covenants in such Indenture (other than a covenant included in such Indenture solely for the benefit
of a series other than that series), continued for 60 days after written notice has been given by the applicable Trustee, or the Holders of at least 25% in principal amount of the Outstanding debt securities of that series, as provided in such
Indenture; and
|
(6)
|
certain events of bankruptcy, insolvency or reorganization affecting us or any Significant Subsidiary.
|
If an Event of Default (other than an Event of Default with respect to Cumberland Pharmaceuticals Inc. described in clause (6) above) with
respect to the debt securities of any series at the time Outstanding occurs and is continuing, either the applicable Trustee or the Holders of at least 25% in principal amount of the Outstanding
14