Common use of Company and Guarantor May Consolidate, Etc. on Certain Terms Clause in Contracts

Company and Guarantor May Consolidate, Etc. on Certain Terms. Neither the Company nor the Guarantor shall consolidate or amalgamate with or merge into any other Person (whether or not affiliated with the Company or the Guarantor), or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any other Person (whether or not affiliated with the Company or the Guarantor), and the Company shall not permit any other Person (whether or not affiliated with the Company or the Guarantor) to consolidate or amalgamate with or merge into the Company or Guarantor or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the Company or Guarantor; unless: (a) either the Company or the Guarantor is the continuing Person, or the successor Person (if other than the Company or the Guarantor) expressly assumes by supplemental indenture the obligations and covenants evidenced by this Indenture and the Securities (in which case, the Company or the Guarantor, as applicable, will be discharged therefrom), (b) if the Company or the Guarantor is not the continuing Person, the successor Person shall be a corporation or limited liability company organized under the laws of the United States of America, any state thereof or the District of Columbia, Bermuda or any member of the Organization for Economic Co-Operation and Development; (c) immediately after giving effect to such transaction, no Event of Default or event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (d) an Officers’ Certificate (if involving the Company) or a Guarantor’s Officer’s Certificate (if involving the Guarantor) and an Opinion of Counsel are delivered to the Trustee, each (1) stating that such transaction and any supplemental indentures pertaining thereto, comply with Article Eight and Article Nine, respectively, and (2) otherwise complying with Section 11.5.

Company and Guarantor May Consolidate, Etc. on Certain Terms. Neither (a) Subject to the provisions of Section 11.02, neither the Company nor the Guarantor shall consolidate or amalgamate with or merge into any other Person with or into, or sell, convey, transfer or lease all or substantially all of its and its Subsidiaries’ assets, taken as a whole, to another Person; unless (whether or not affiliated with i) either: (A) the Company or the Guarantor), or conveyas applicable, transfer or lease its properties and assets as an entirety or substantially as an entirety to any other Person (whether or not affiliated with the Company or the Guarantor), and the Company shall not permit any other Person (whether or not affiliated with the Company or the Guarantor) to consolidate or amalgamate with or merge into the Company or Guarantor or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the Company or Guarantor; unless: (a) either the Company or the Guarantor is the surviving or continuing Person; or (B) the resulting, surviving or the successor transferee Person (if other than the Company or the Guarantor) expressly assumes by supplemental indenture the obligations and covenants evidenced by this Indenture and the Securities (in which case, the Company or the Guarantor, as applicable, will be discharged therefrom), ) (bthe “Successor Company”) if the Company or the Guarantor is not the continuing Person, the successor Person shall be (1) a corporation or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, Bermuda Columbia or (2) a corporation organized and existing under the laws of the United Kingdom or any member state of the Organization European Union, and, in each case, such entity (if not the Company or the Guarantor, as applicable) expressly assumes by supplemental indenture all of the obligations of the Company or the Guarantor, as applicable, under the Notes and the Indenture, as applicable (including, for Economic Co-Operation and Developmentthe avoidance of doubt, the obligation to pay Additional Amounts); (cii) immediately after giving effect to such transaction, transaction no Default or Event of Default or event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuingcontinuing under this Indenture; and (diii) if the Company or the Guarantor, as applicable, is not the Successor Company, the Successor Company shall have delivered to the Trustee an Officers’ Certificate (if involving the Company) or a Guarantor’s Officer’s Certificate (if involving the Guarantor) and an Opinion of Counsel are delivered to the TrusteeCounsel, each (1) stating that such transaction consolidation, merger, sale, conveyance, transfer or lease complies with this Indenture and that such supplemental indenture is permitted or authorized by this Indenture. (b) In the event of any such consolidation, merger, conveyance, sale, transfer or lease involving the Company, if the Successor Company is organized or resident for tax purposes in a jurisdiction outside of the United States, and any supplemental indentures pertaining theretopayments or deliveries made by such Successor Company under or with respect to the Notes are subject to withholding or deduction for or on account of any taxes, comply duties, assessments or other governmental charges imposed by such jurisdiction or any other jurisdiction from or through which payments by such Successor Company are made or, in each case, any political subdivision thereof or any authority therein or thereof having power to tax, such Successor Company will be required to pay Additional Amounts with Article Eight respect to such taxes, duties, assessments or other governmental charges in a manner corresponding to the obligation of the Company or Guarantor to pay Additional Amounts as set forth under Section 4.10 and Article Ninethe Notes shall be subject to redemption as set forth in Section 16.01 (and for such purposes, respectivelythe applicable jurisdiction imposing such taxes, duties, assessments or other governmental charges shall be a “Relevant Taxing Jurisdiction”). (c) Notwithstanding anything to the contrary in this Indenture, (i) the limitations described in Section 11.01(a) shall not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Guarantor and any of its Wholly Owned Subsidiaries and (2ii) otherwise complying the limitations described in Section 11.01(a) (other than Section 11.01(a)(ii)) shall not apply if the Guarantor consolidates with Section 11.5or merges with or into or sells, conveys, transfers or leases all or substantially all of its and its Subsidiaries’ assets, taken as a whole, to the Company and, in such case, the Guarantor will be automatically and unconditionally released from all obligations under its Guarantee and the Guarantee shall terminate and be discharged and be of no further force and effect.

Company and Guarantor May Consolidate, Etc. on Certain Terms. Neither the Company nor the Guarantor shall consolidate or amalgamate with or merge into any other Person (whether or not affiliated with the Company or the Guarantor), or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any other Person (whether or not affiliated with the Company or the Guarantor), and the Company shall not permit any other Person (whether or not affiliated with the Company or the Guarantor) to consolidate or amalgamate with or merge into the Company or Guarantor or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the Company or Guarantor; unless: (a) either the Company or the Guarantor is the continuing Person, or the successor Person (if other than the Company or the Guarantor) expressly assumes by supplemental indenture the obligations and covenants evidenced by this Indenture and the Securities (in which case, the Company or the Guarantor, as applicable, will be discharged therefrom), (b) if the Company or the Guarantor is not the continuing Person, the successor Person shall be a corporation or limited liability company organized under the laws of the United States of America, any state thereof or the District of Columbia, Bermuda or any member of the Organization for Economic Co-Operation and Development; (c) immediately after giving effect to such transaction, no Event of Default or event which, after notice or lapse of time time, or both, would become an Event of Default, shall have occurred and be continuing; , and (d) an Officers’ Certificate (if involving the Company) or a Guarantor’s Officer’s Certificate (if involving the Guarantor) and an Opinion of Counsel are delivered to the Trustee, each (1) stating that such transaction and any supplemental indentures pertaining thereto, comply with Article Eight and Article Nine, respectively, and (2) otherwise complying with Section 11.5.