Capital Unit Certificates Clause Samples

Capital Unit Certificates. Debentures and Purchase Contracts authenticated, countersigned, executed and delivered after the execution of any supplemental agreement pursuant to this Article may, and shall if required by the Agent, bear a notation in form approved by the Agent as to any matter provided for in such supplemental agreement. If MS plc or the Corporation shall so determine, new Capital Unit Certificates, Debentures and Purchase Contracts so modified as to conform, in the opinion of the Agent, MS plc and the Corporation, to any such supplemental agreement may be prepared and executed by MS plc and the Corporation and authenticated, executed, countersigned and delivered by the Trustee and the Agent, as applicable, in exchange for Outstanding Capital Unit Certificates, Debentures and Purchase Contracts. ARTICLE EIGHT Consolidation, Merger, Sale or Conveyance Section 801. Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions. Each of MS plc and the Corporation covenants that it will not merge or consolidate with any other corporation or sell, convey or lease all or substantially all of its assets to any Person, firm or corporation, except that MS plc or the Corporation may merge or consolidate with, or sell, convey or lease all or substantially all of its assets to, any other corporation, provided that (i) either MS plc or the Corporation, as the case may be, shall be the continuing corporation, or the successor corporation (if other than MS plc or the Corporation, as the case may be) shall be a corporation organized and existing under the laws of the United States of America or a state thereof or the District of Columbia (with respect to the Corporation) or England and Wales (with respect to MS plc) and such corporation shall (a) in the case of the Corporation, execute and deliver to the Agent an amendment to this Agreement with respect to the Purchase Contracts, as provided in Section 406 hereof, and (b) in the case of both MS plc and the Corporation, assume the due and punctual performance and observance of all of the covenants and conditions of this Agreement to be performed by MS plc or the Corporation, as the case may be, by supplemental agreement in form satisfactory to the Agent and the Book-Entry Unit Depositary, executed and delivered to the Agent and the Book-Entry Unit Depositary by such corporation, and (ii) none of MS plc, the Corporation or such successor corporation, as the case may be, immediately after such merger or cons...