Company May Consolidate, Etc. Nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other Person (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 the property of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company or its successor or successors); provided, however, the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction) or any such sale, conveyance, transfer or other disposition (other than a sale, conveyance, transfer or other disposition to a Subsidiary of the Company), the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property.
Company May Consolidate, Etc. Nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other Person (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 the property of the Company or its successor or successors as an entirety, or substantially as an entirety, 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.
Company May Consolidate, Etc on Certain Terms 51 Section 11.02. Successor Corporation to Be Substituted 51 Section 11.03. Opinion of Counsel to Be Given to Trustee 52 Section 12.01. Indenture and Notes Solely Corporate Obligations 52
Company May Consolidate, Etc on Certain Terms 53 Section 11.02. Successor Corporation to Be Substituted 53 Section 11.03. Officer’s Certification and Opinion of Counsel to Be Given to Trustee 54 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS Section 12.01. Indenture and Notes Solely Corporate Obligations 54 CONVERSION OF NOTES Section 13.01. Conversion Privilege 55 Section 13.02. Conversion Procedure; Settlement Upon Conversion 55 Section 13.03. Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes 61 Section 13.04. Adjustment of Conversion Rate 63 Section 13.05. Adjustments of Prices 73 Section 13.06. Shares to Be Fully Paid 73 Section 13.07. Effect of Recapitalizations, Reclassifications and Changes of the Common Stock 74 Section 13.08. Certain Covenants 75 Section 13.09. Responsibility of Trustee 76 Section 13.10. Notice to Holders Prior to Certain Actions 76 Section 13.11. Stockholder Rights Plans 77 Section 13.12. Exchange in Lieu of Conversion 77 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 14.01. Intentionally Omitted 78 Section 14.02. Repurchase at Option of Holders Upon a Fundamental Change 78 Section 14.03. Withdrawal of Fundamental Change Repurchase Notice 81 Section 14.04. Deposit of Fundamental Change Repurchase Price 81 Section 14.05. Covenant to Comply with Applicable Laws Upon Repurchase of Notes 82 OPTIONAL REDEMPTION Section 15.01. Optional Redemption 82
Company May Consolidate, Etc on Certain Terms 57 Section 11.02. Successor Corporation to Be Substituted 58 Section 11.03. Officer’s Certificate and Opinion of Counsel to Be Given to Trustee 58 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS Section 12.01. Indenture and Notes Solely Corporate Obligations 59 [INTENTIONALLY OMITTED] CONVERSION OF NOTES Section 14.01. Conversion Privilege 59 Section 14.02. Conversion Procedure; Settlement Upon Conversion 63
Company May Consolidate, Etc on Certain Terms 58 Section 11.02. Successor Corporation to Be Substituted 58 Section 11.03. Officers’ Certificate and Opinion of Counsel to Be Given to Trustee 59 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS Section 12.01. Indenture and Notes Solely Corporate Obligations 59 [INTENTIONALLY OMITTED]
Company May Consolidate, Etc on Certain Terms 50 Section 11.02. Successor Corporation to Be Substituted 50 Section 12.01. Indenture and Notes Solely Corporate Obligations 51
Company May Consolidate, Etc on Certain Terms 55 Section 11.02. Successor Person to Be Substituted 56 Section 11.03. Opinion of Counsel to Be Given to Trustee 56 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS Section 12.01. Indenture and Notes Solely Corporate Obligations 57 [INTENTIONALLY OMITTED] CONVERSION OF NOTES Section 14.01. Conversion Privilege 57 Section 14.02. Conversion Procedure; Settlement upon Conversion. 61
Company May Consolidate, Etc on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person, unless:
(a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation 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) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and
(b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.
Company May Consolidate, Etc on Certain Terms 54 Section 11.02. Successor Corporation to Be Substituted 54
