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

Company and Guarantor May Consolidate, Etc. on Certain Terms. (a) Nothing contained in this Indenture or in the Debt Securities shall prevent any consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company) or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of all or substantially all of the property or capital stock of the Company or its successor or successors to any other corporation (whether or not affiliated with the Company, or its successor or successors) authorized to acquire and operate the same; provided, however, that the Company hereby covenants and agrees that (i) upon any such consolidation, merger (where the Company is not the surviving corporation), sale, conveyance, transfer or other disposition, the successor entity shall be a corporation organized and existing under the laws of the United States or any state thereof or the District of Columbia (unless such corporation has agreed to make all payments due in respect of the Debt Securities or, if outstanding, the Trust Securities without withholding or deduction for, or on account of, any taxes, duties, assessments or other governmental charges under the laws or regulations of the jurisdiction of organization or residence (for tax purposes) of such corporation or any political subdivision or taxing authority thereof or therein unless required by applicable law, in which case such corporation shall have agreed to pay such additional amounts as shall be required so that the net amounts received and retained by holders of such Debt Securities or Trust Securities, as the case may be, after payment of all taxes (including withholding taxes), duties, assessments or other governmental charges, will be equal to the amounts that such holders would have received and retained had no such taxes (including withholding taxes), duties, assessments or other governmental charges been imposed) and such corporation expressly assumes all of the obligations of the Company under the Debt Securities, this Indenture and the Declaration and (ii) after giving effect to any such consolidation, merger, sale, conveyance, transfer or other disposition, no Default or Event of Default shall have occurred and be continuing. (b) Nothing contained in this Indenture shall prevent any consolidation or merger of the Guarantor with or into any other corporation or corporations (whether or not affiliated with the Guarantor) or successive consolidations or mergers in which the Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of all or substantially all of the property or capital stock of the Guarantor or its successor or successors to any other corporation (whether or not affiliated with the Guarantor, or its successor or successors) authorized to acquire and operate the same; provided, however, that the Guarantor hereby covenants and agrees that (i) upon any such consolidation, merger (where the Guarantor is not the surviving corporation), sale, conveyance, transfer or other disposition, the successor entity shall be a corporation organized and existing under the laws of the same jurisdiction as the Guarantor (unless such corporation has agreed to make all payments due in respect of the Guarantee and the Capital Securities Guarantee without withholding or deduction for, or on account of, any taxes, duties, assessments or other governmental charges under the laws or regulations of the jurisdiction of organization or residence (for tax purposes) of such corporation or any political subdivision or taxing authority thereof or therein unless required by applicable law, in which case such corporation shall have agreed to pay such additional amounts as shall be required so that the net amounts received and retained by the holders of the Debt Securities or, if outstanding, the Trust Securities, after payment of all taxes (including withholding taxes), duties, assessments or other governmental charges, will be equal to the amounts that such holders would have received and retained had no such taxes (including withholding taxes), duties, assessments or other governmental charges been imposed) and such corporation expressly assumes all of the obligations of the Guarantor under this Indenture, the Guarantee and the Capital Securities Guarantee and (ii) after giving effect to any such consolidation, merger, sale, conveyance, transfer or other disposition, no Default or Event of Default shall have occurred and be continuing.

Company and Guarantor May Consolidate, Etc. on Certain Terms. Neither the Company nor the Guarantor shall, in any transaction or series of transactions, consolidate with or merge into or engage in a scheme of arrangement qualifying as an amalgamation with any Person, or sell, lease, convey, transfer or otherwise dispose of all or substantially all of its assets to any Person, unless: (a) Nothing contained in this Indenture either (i) the Company or in the Debt Securities Guarantor shall prevent any be the continuing Person or (ii) the Person (if other than the Company or the Guarantor) formed by such consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company) or successive consolidations or mergers in which the Company or its successor the Guarantor is merged or successors shall be a party or partiesamalgamated, or shall prevent any to which such sale, lease, conveyance, transfer or other disposition of all or substantially all of is made (the property or capital stock of the Company or its successor or successors to any other corporation “Successor Company”) (whether or not affiliated with the CompanyA) is an entity, or its successor or successors) authorized to acquire and operate the same; provided, however, that the Company hereby covenants and agrees that (i) upon any such consolidation, merger (where the Company is not the surviving corporation), sale, conveyance, transfer or other disposition, the successor entity shall be a corporation validly organized and existing in good standing (to the extent the concept of good standing is applicable) under the laws of any state of the United States or any state thereof or States, the District of Columbia (unless such corporation has agreed to make all payments due in respect Columbia, the Xxxxxx Xxxxxxx, Xxxxxxx, xxx Xxxxxxx Xxxxxx Xxxxxxx, Xxxxxx, the Kingdom of the Debt Securities or, if outstandingNetherlands, the Trust Securities without withholding or deduction forGrand Duchy of Luxembourg, England, Scotland, Wales, Ireland, or on account any other jurisdiction that does not adversely affect the rights of any Holder under this Indenture in any material respect and (B) expressly assumes by supplemental indenture the due and punctual payment of the principal of, premium (if any) and interest on and any taxes, duties, assessments or other governmental charges under Additional Amounts with respect to all the laws or regulations Bonds and the performance of the jurisdiction of organization Company’s or residence (for tax purposes) of such corporation or any political subdivision or taxing authority thereof or therein unless required by applicable law, in which case such corporation shall have agreed to pay such additional amounts as shall be required so that the net amounts received and retained by holders of such Debt Securities or Trust SecuritiesGuarantor’s, as the case may beapplicable, after payment of all taxes (including withholding taxes), duties, assessments or other governmental charges, will be equal to the amounts that such holders would have received covenants and retained had no such taxes (including withholding taxes), duties, assessments or other governmental charges been imposed) and such corporation expressly assumes all of the obligations of the Company under the Debt Securities, this Indenture and the Declaration and Bonds; (iib) immediately after giving effect to any such consolidation, merger, sale, conveyance, transfer transaction or other dispositionseries of transactions, no Default or Event of Default shall have occurred and be continuing.continuing or would result therefrom; and (bc) Nothing contained in this Indenture shall prevent any consolidation the Company or merger of the Guarantor with or into any other corporation or corporations (whether or not affiliated with the Guarantor, as applicable, delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the transaction and such supplemental indenture (if any) comply with this Indenture. For the avoidance of doubt, unless otherwise provided in a supplemental indenture or successive consolidations or mergers in which board resolution, the Guarantor or its successor or successors shall be a party or partiesterm “merger” includes an amalgamation under Cayman Islands law, or shall prevent any sale, conveyance, transfer or other disposition of and the term “all or substantially all of its assets”, with respect to the property Company or capital stock of the Guarantor or its successor or successors to any other corporation (whether or not affiliated with the Guarantor, or its successor or successors) authorized to acquire and operate the same; provided, however, that the Guarantor hereby covenants and agrees that (i) upon any such consolidation, merger (where the Guarantor is not the surviving corporation), sale, conveyance, transfer or other disposition, the successor entity shall be computed on a corporation organized and existing under the laws of the same jurisdiction as the Guarantor (unless such corporation has agreed to make all payments due in respect of the Guarantee and the Capital Securities Guarantee without withholding or deduction for, or on account of, any taxes, duties, assessments or other governmental charges under the laws or regulations of the jurisdiction of organization or residence (for tax purposes) of such corporation or any political subdivision or taxing authority thereof or therein unless required by applicable law, in which case such corporation shall have agreed to pay such additional amounts as shall be required so that the net amounts received and retained by the holders of the Debt Securities or, if outstanding, the Trust Securities, after payment of all taxes (including withholding taxes), duties, assessments or other governmental charges, will be equal to the amounts that such holders would have received and retained had no such taxes (including withholding taxes), duties, assessments or other governmental charges been imposed) and such corporation expressly assumes all of the obligations of the Guarantor under this Indenture, the Guarantee and the Capital Securities Guarantee and (ii) after giving effect to any such consolidation, merger, sale, conveyance, transfer or other disposition, no Default or Event of Default shall have occurred and be continuingconsolidated basis.

Company and Guarantor May Consolidate, Etc. on Certain Terms. (a) Nothing contained in this Indenture The Company shall not consolidate, amalgamate or in the Debt Securities shall prevent any consolidation or merger of the Company merge with or into any other corporation or corporations (whether or not affiliated with the Company) or successive consolidations or mergers in which and the Company or its successor or successors shall not be a party or partiesparties to successive consolidations, amalgamations or mergers and the Company shall prevent any salenot sell, conveyance, transfer convey or other disposition of lease all or substantially all of the its property or capital stock of the Company or its successor or successors to any other corporation (whether or not affiliated with the Company, or its successor or successors) authorized to acquire and operate the same; provided, however, that the Company hereby covenants and agrees that unless (i) upon any such consolidation, merger (where the Company is not the surviving corporation)amalgamation, merger, sale, conveyance, transfer conveyance or other dispositionlease, the successor entity due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company shall be expressly assumed, by supplemental indenture reasonably satisfactory in form to the Trustee for each series of Securities, executed and delivered to each such Trustee by the corporation (if other than the Company) formed by such consolidation or amalgamation, or into which the Company shall have been merged, or by the corporation which shall have acquired or leased such property, and (ii) such corporation or company shall be a solvent corporation or company organized and existing under the laws of the United States of America or any state a State thereof or the District of Columbia (unless such corporation has agreed to make all payments due in respect or Bermuda or of a Member State of the Debt Securities orEuropean Union. The Company will not so consolidate, if outstanding, the Trust Securities without withholding amalgamate or deduction formerge, or on account ofmake any such sale, any taxes, duties, assessments lease or other governmental charges under disposition, and the laws Company will not permit any other corporation to merge into the Company, unless immediately after the proposed consolidation, amalgamation, merger, sale, lease or regulations of other disposition, and after giving effect thereto, no default in the jurisdiction of organization performance or residence (for tax purposes) of observance by the Company or such corporation or any political subdivision or taxing authority thereof or therein unless required by applicable law, in which case such corporation shall have agreed to pay such additional amounts as shall be required so that the net amounts received and retained by holders of such Debt Securities or Trust Securitiessuccessor corporation, as the case may be, after payment of all taxes (including withholding taxes), duties, assessments or other governmental charges, will be equal to the amounts that such holders would have received and retained had no such taxes (including withholding taxes), duties, assessments or other governmental charges been imposed) and such corporation expressly assumes all any of the obligations of the Company under the Debt Securitiesterms, covenants, agreements or conditions contained in this Indenture and the Declaration and (ii) after giving effect to any such consolidation, merger, sale, conveyance, transfer or other disposition, no Default or Event of Default shall have occurred and be continuing. (b) Nothing contained in this Indenture shall prevent any consolidation or merger of the Guarantor with or into any other corporation or corporations (whether or not affiliated with the Guarantor) or successive consolidations or mergers in which the Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of all or substantially all of the property or capital stock of the Guarantor or its successor or successors to any other corporation (whether or not affiliated with the Guarantor, or its successor or successors) authorized to acquire and operate the same; provided, however, that the Guarantor hereby covenants and agrees that (i) upon any such consolidation, merger (where the Guarantor is not the surviving corporation), sale, conveyance, transfer or other disposition, the successor entity shall be a corporation organized and existing under the laws of the same jurisdiction as the Guarantor (unless such corporation has agreed to make all payments due in respect of the Guarantee and the Capital Securities Guarantee without withholding or deduction for, or on account of, any taxes, duties, assessments or other governmental charges under the laws or regulations of the jurisdiction of organization or residence (for tax purposes) of such corporation or any political subdivision or taxing authority thereof or therein unless required by applicable law, in which case such corporation shall have agreed to pay such additional amounts as shall be required so that the net amounts received and retained by the holders of the Debt Securities or, if outstanding, the Trust Securities, after payment of all taxes (including withholding taxes), duties, assessments or other governmental charges, will be equal to the amounts that such holders would have received and retained had no such taxes (including withholding taxes), duties, assessments or other governmental charges been imposed) and such corporation expressly assumes all of the obligations of the Guarantor under this Indenture, the Guarantee and the Capital Securities Guarantee and (ii) after giving effect to any such consolidation, merger, sale, conveyance, transfer or other disposition, no Default or Event of Default shall have occurred and be continuing.

Company and Guarantor May Consolidate, Etc. on Certain Terms. (a) Nothing contained in this Indenture or in Subject to the Debt Securities shall prevent any consolidation or merger provisions of Section 11.02, neither the Company nor the Guarantor shall consolidate with, merge with or into any other corporation or corporations (whether or not affiliated with the Company) or successive consolidations or mergers in which the Company or its successor or successors shall be a party or partiesinto, or shall prevent any salesell, conveyanceconvey, transfer or other disposition of lease all or substantially all of its properties and assets to another Person, unless: (a) the property resulting, surviving or capital stock of transferee Person (the “Successor Company”), if not the Company or its successor or successors to any other corporation (whether or not affiliated with the CompanyGuarantor, or its successor or successors) authorized to acquire and operate the same; provided, however, that the Company hereby covenants and agrees that (i) upon any such consolidation, merger (where the Company is not the surviving corporation), sale, conveyance, transfer or other disposition, the successor entity shall be a corporation Person organized and existing under the laws of the United States or of America, any state State thereof or the District of Columbia Columbia, and the Successor Company (unless such corporation has agreed to make all payments due in respect of if not the Debt Securities or, if outstanding, Company or the Trust Securities without withholding or deduction for, or on account of, any taxes, duties, assessments or other governmental charges under the laws or regulations of the jurisdiction of organization or residence (for tax purposesGuarantor) of such corporation or any political subdivision or taxing authority thereof or therein unless required shall expressly assume by applicable law, in which case such corporation shall have agreed to pay such additional amounts as shall be required so that the net amounts received and retained by holders of such Debt Securities or Trust Securities, as the case may be, after payment of all taxes (including withholding taxes), duties, assessments or other governmental charges, will be equal to the amounts that such holders would have received and retained had no such taxes (including withholding taxes), duties, assessments or other governmental charges been imposed) and such corporation expressly assumes supplemental indenture all of the obligations of the Company under the Debt Securities, Notes and this Indenture and or the Declaration and Guarantor’s obligations under the Guarantee, as applicable; (iib) immediately after giving effect to any such consolidation, merger, sale, conveyance, transfer or other dispositiontransaction, no Default or Event of Default shall have occurred and be continuing.continuing under this Indenture; and (bc) Nothing contained in the Company has, at or prior to the date of such transaction, delivered to the Trustee an Officers’ Certificate stating that such transaction is permitted by this Indenture shall prevent and that all conditions precedent provided for relating to such transaction have been complied with. In addition, neither the Company nor the Guarantor will enter into or consummate any consolidation transaction or merger series of related transactions if, as a result of such transaction or transactions (1) the obligor on the Notes is not the Guarantor (if the Notes are then exchangeable for cash and shares of Common Stock, if any) or a majority-owned Subsidiary of the Guarantor with or into any other corporation or corporations (whether or not affiliated with the Guarantor) or successive consolidations or mergers in which and the Guarantor fully and unconditionally guarantees the Notes or its successor or successors shall be a party or parties(2) the obligor on the Notes is not the issuer of the Reference Property underlying the Notes (if the Notes are then exchangeable for cash and Reference Property, or shall prevent any if any). For purposes of this Section 11.01, the sale, conveyance, transfer or other disposition lease of all or substantially all of the property properties and assets of one or capital stock more Subsidiaries of the Company or one or more Subsidiaries of the Guarantor to another Person, which properties and assets, if held by the Company or its successor or successors to any other corporation (whether or not affiliated with the Guarantor, the case may be, instead of such Subsidiaries, would constitute all or its successor substantially all of the properties and assets of the Company or successors) authorized the Guarantor, as the case may be, on a consolidated basis, shall be deemed to acquire and operate be the same; provided, however, that the Guarantor hereby covenants and agrees that (i) upon any such consolidation, merger (where the Guarantor is not the surviving corporation), sale, conveyance, transfer or other disposition, the successor entity shall be a corporation organized and existing under the laws of the same jurisdiction as the Guarantor (unless such corporation has agreed to make all payments due in respect of the Guarantee and the Capital Securities Guarantee without withholding or deduction for, or on account of, any taxes, duties, assessments or other governmental charges under the laws or regulations of the jurisdiction of organization or residence (for tax purposes) of such corporation or any political subdivision or taxing authority thereof or therein unless required by applicable law, in which case such corporation shall have agreed to pay such additional amounts as shall be required so that the net amounts received and retained by the holders of the Debt Securities or, if outstanding, the Trust Securities, after payment lease of all taxes (including withholding taxes), duties, assessments or other governmental charges, will be equal to the amounts that such holders would have received and retained had no such taxes (including withholding taxes), duties, assessments or other governmental charges been imposed) and such corporation expressly assumes substantially all of the obligations properties and assets of the Guarantor under this IndentureCompany or the Guarantor, as the Guarantee and the Capital Securities Guarantee and (ii) after giving effect case may be, to any such consolidation, merger, sale, conveyance, transfer or other disposition, no Default or Event of Default shall have occurred and be continuinganother Person.