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

Company and Guarantor May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 9.04, each of the Company and the Guarantor shall not amalgamate or consolidate with, merge with or into, or convey, transfer or lease the properties and assets of the Company and the Guarantor, respectively, substantially as an entirety to another Person, unless: (a) the Company or the Guarantor, as the case may be, shall be the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”), if not the Company or the Guarantor, as the case may be, shall be organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company or the Guarantor, as the case may be) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company or the Guarantor, as the case may be, under the Indenture and the Securities or the Guarantee, as applicable; (b) the Company or the Guarantor, as the case may be, delivers an officer’s certificate and opinion of counsel to the Trustee stating that all conditions precedent relating to such amalgamation, consolidation, merger or sale of assets have been complied with; and (c) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under the Indenture with respect to the Securities.

Company and Guarantor May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 9.04, each of the Company and the Guarantor shall not amalgamate or consolidate with, merge with or into, or convey, transfer or lease the properties and assets of the Company and the Guarantor, respectively, substantially as an entirety to another Person, unless: (a) the Company or the Guarantor, as the case may be, shall be the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”), if not the Company or the Guarantor, as the case may be, shall be organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company or the Guarantor, as the case may be) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company or the Guarantor, as the case may be, under the Indenture and the Securities or the Guarantee, as applicable; (b) the Company or the Guarantor, as the case may be, delivers an officer’s certificate and opinion of counsel to the Trustee stating that all conditions precedent relating to such amalgamation, consolidation, merger or sale of assets have been complied with; and (cb) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under the Indenture with respect to the Securities.