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

Company May Consolidate, Etc. on Certain Terms. The Company covenants that it shall not merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission), or sell or convey all or substantially all of its assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif)), unless (a) the Company shall be the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person organized under the Laws of the United States of America or any State thereof or of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of its properties and assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif))another Person, unless unless: (a) either (i) the Company shall be is the continuing Person, Person formed by or surviving such merger or consolidation or (ii) the successor Person (if not the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale conveyance or conveyance transfer, or which leases, all or substantially all the assets of the Company Company’s properties or assets (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product“Successor Person”) shall be a Person corporation organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenorColumbia, and the due and punctual performance and observance of Successor Person shall expressly assume, by supplemental indenture all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, 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 Companysale, conveyance, transfer or such successor lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, as which properties and assets, if held by the case may beCompany instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall notbe deemed to be the sale, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in transfer or lease of all or substantially all of the performance properties and assets of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10another Person.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 12.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer, lease or convey otherwise dispose of all or substantially all of its properties and assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif))to, unless another Person, unless: (a) the Company shall be the continuing Personresulting, surviving, transferee or the successor Person or (the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif“Successor Company”), if not the Person who has received the largest portion of the assets relating to the Product) Company, shall be a Person corporation organized and existing under the Laws laws of the Cayman Islands, the British Virgin Islands, Bermuda, Hong Kong, the United States of America or any State thereof or the District of France or of any other member of Columbia, and the European Union and Successor Company (if not the Company) shall expressly assume assume, by an instrument supplemental heretoindenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the due and punctual payment obligations of the Securities, according to their tenor, Company under the Notes and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement to be performed or observed by the Company, Indenture (including, without limitationfor avoidance of doubt, the provisions concerning governing law and consent obligation to jurisdiction pay Additional Amounts as set forth in Section 1.10 hereof, 5.10); (b) the Company, or such successor Person, as the case may be, shall not, immediately after giving effect to such merger transaction, no Default or consolidation, split-off, or such sale or conveyance, Event of Default shall have occurred and be in breach in the performance of any such covenant or condition and continuing under this Indenture; and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified delivered to the Trustee thatan Officers’ Certificate stating that such consolidation, merger, sale, conveyance, transfer, lease or other disposal and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 12 and that all conditions precedent herein provided for relating to such transaction have been satisfied. Upon any such consolidation, merger, sale, conveyance, transfer, lease or other disposal, the Successor Company (if not the Company’s knowledge based upon ) shall succeed to, and may exercise, every right and power of the reasons articulated in Company under this Indenture. For purposes of this Section 12.01, the conveyance, transfer, lease or other disposal 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 certificateSubsidiaries, such successor Person is capable would constitute all or substantially all of fulfilling all obligations the properties and assets of the Company on a consolidated basis, shall be deemed to be assumed by it under such a transaction with respect to all or substantially all of the CVR Agreement, including properties and assets of the covenant set forth in Section 7.10Company.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person (other than a wholly-owned subsidiary any such sale, conveyance, transfer or lease to one or more of the CompanyGuarantors), split-off unless (scissiona) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a Person that is organized, incorporated, formed or sell registered (as the case may be) and existing under the laws of the United States of America, any State thereof or convey the District of Columbia, the British Virgin Islands, the Cayman Islands, the Islands of Bermuda, the United Kingdom, Ireland, Luxembourg, Canada or any province thereof, 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 (including, for the avoidance of doubt, the obligation to make any Additional Payments to the extent required under Section 18.17(a)(ii) and the Tax Redemption right in Section 18.17(b)(i)) 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. The provisions set forth in this Section 11.01 shall not restrict (and shall not apply to): (i) any Subsidiary consolidating with, merging with or into, or selling, conveying, transferring or leasing all or substantially all of its assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif)), unless (a) the Company shall be the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person organized under the Laws of the United States of America or any State thereof or of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable creation of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10a new Guarantor.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of the consolidated assets of the Company and its assets consolidated subsidiaries, taken as a whole, to any another Person (including in connection with a spin-off transaction (apport partiel d’actif)), unless unless: (a) the Company shall be resulting, surviving or transferee Person (the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif“Successor Company”), if not the Person who has received the largest portion of the assets relating to the Product) Company, shall be a Person corporation organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenorColumbia, and the due and punctual performance and observance of Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, Indenture; and (b) the Company, or such successor Person, as the case may be, shall not, immediately after giving effect to such merger transaction, no Default or consolidationEvent of Default shall have occurred and be continuing under this Indenture; and (c) if, split-off, or such sale or conveyance, be in breach in upon the performance occurrence of any such covenant transaction, (x) the Notes would become convertible into securities issued by an issuer other than the resulting, surviving, transferee or condition successor corporation, and (c) in the case of a split-off or spin-off, (iy) such resulting, surviving, transferee or successor Person corporation is a Wholly Owned Subsidiary of the issuer of such securities into which the Notes have become convertible, such other issuer shall have fully and unconditionally guarantee on a corporate credit rating after senior basis the split-off resulting, surviving, transferee or spin-off transaction from either Xxxxx’x Investor Servicessuccessor corporation’s obligations under the Notes. For purposes of this Section 11.01, Inc. the sale, conveyance, transfer or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” lease of all or their equivalent substantially all of the properties and (ii) 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. Notwithstanding the foregoing, this Article 11 shall not apply to any sale, conveyance, transfer or lease of assets between or among the Company and its direct or indirect Wholly Owned Subsidiaries and, in such an event, the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all not be discharged from its obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10Notes and this Indenture.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of the consolidated properties and assets of the Company and its assets Subsidiaries, taken as a whole, to any another Person (including in connection with other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) (each, a spin-off transaction (apport partiel d’actif)), unless “Business Combination Event”) unless: (a) the Company shall be resulting, surviving or transferee Person (the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif“Successor Entity”), if not the Person who has received the largest portion of the assets relating to the Product) Company, shall be a Person Qualified Successor Entity organized and existing under the Laws laws of the United States of America or America, any State state thereof or the District of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenorColumbia, and the due and punctual performance and observance of Successor Entity (if not the Company) shall expressly assume, by supplemental indenture all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, Indenture; and (b) immediately after giving effect to such Business Combination Event, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01, the Companysale, conveyance, transfer or such successor lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, as which properties and assets, if held by the case may beCompany instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall notbe deemed to be the sale, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in transfer or lease of all or substantially all of the performance properties and assets of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10another Person.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of the consolidated assets of the Company, its assets Subsidiaries and its Consolidated Affiliated Entities, taken as a whole, to any Person (including in connection with a spin-off transaction (apport partiel d’actif))another Person, unless 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 Cayman Islands, the British Virgin Islands, Bermuda or Hong Kong 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 (including, for the avoidance of doubt, the obligation to pay Additional Amounts pursuant to Section 4.07); (b) if the Company will not be the resulting or surviving corporation, the Company shall have, at or prior to the effective date of such transaction, delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the execution and delivery of the supplemental indenture do not conflict with the requirements set forth in the Indenture and that all conditions precedent to the execution and delivery of such supplemental indenture have been satisfied; and (c) 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 continuing Personsale, conveyance, transfer or the successor Person or the Person which acquires by sale or conveyance lease of all or substantially all of the assets of one or more Subsidiaries or Consolidated Affiliated Entities of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries or Consolidated Affiliated Entities, would constitute all or substantially all of the assets of the Company (oron a consolidated basis, in the case of a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person organized under deemed to be the Laws sale, conveyance, transfer or lease of the United States of America all or any State thereof or of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of substantially all of the covenants and conditions consolidated assets of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10another Person.

Company May Consolidate, Etc. on Certain Terms. The Company covenants that it shall not merge (fusion) consolidate or consolidate amalgamate with or merge into any other Person (other than a wholly-owned subsidiary of whether or not affiliated with the Company), split-off or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any other Person (scissionwhether or not affiliated with the Company), and the Company shall not permit any other Person (whether or sell not affiliated with the Company) to consolidate or convey all amalgamate with or merge into the Company or convey, transfer or lease its properties and assets as an entirety or substantially all of its assets as an entirety to any Person (including in connection with a spin-off transaction (apport partiel d’actif)), unless the Company; unless: (a) in case the Company shall be the continuing consolidate or amalgamate with or merge into another Person or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person, the Person formed by such consolidation or amalgamation or into which the Company is merged or the successor Person or Person, if not the Person Company, which acquires by sale conveyance or conveyance all transfer, or substantially all which leases, the properties and assets of the Company (or, in the case of a split-off (scission) as an entirety or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) substantially as an entirety shall be a Person Corporation organized and existing under the Laws laws of the United States of America or any State state thereof or the District of France or of any other member of the European Union Columbia and shall expressly assume assume, by an instrument indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by the successor Person and the Guarantor and delivered to the Trustee, in form satisfactory to the Trustee, Trustee the due and punctual payment of the Securitiesprincipal of, according any premium and interest on and any Additional Amounts with respect to their tenor, all the Securities and the due performance of every obligation in this Indenture and punctual performance and observance of all the Outstanding Securities on the part of the covenants and conditions of this CVR Agreement Company to be performed or observed observed, provided, that, unless such person is a Corporation, a corporate co-issuer will be added to the Securities and this Indenture by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, a supplemental indenture; (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the CompanyCompany or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default or event which, after notice or lapse of time, or such successor Personboth, as the case may bewould become an Event of Default, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, have occurred and be in breach in the performance of any such covenant or condition and continuing; and (c) in either the case of a split-off Company or spin-off, (i) such the successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified delivered to the Trustee thatan Officers’ Certificate and an Opinion of Counsel, to the Company’s knowledge based upon the reasons articulated each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such certificatetransaction, such successor Person is capable of fulfilling supplemental indenture comply with this Article and that all obligations conditions precedent herein provided for relating to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10such transaction have been complied with.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of its properties and assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif))another Person, unless unless: (a) the Company shall be resulting, surviving or transferee Person (the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif“Continuing Entity”), if not the Person who has received the largest portion of the assets relating to the Product) Company, shall be a Person corporation organized and existing under the Laws laws of any State of the United States of America or any State thereof the District of Columbia, or of France or of any other member a company organized and existing under the laws of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenorCayman Islands, and the due and punctual performance and observance of Continuing Entity (if not the Company) shall expressly assume, by supplemental indenture all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement to be performed or observed by the Company, Indenture (including, without limitationfor the avoidance of doubt, the provisions concerning governing law and consent obligation to jurisdiction set forth in pay Additional Amounts pursuant to Section 1.10 hereof, 4.07(a)); (b) the Company, or such successor Person, as the case may be, shall not, immediately after giving effect to such merger transaction, no Default or consolidationEvent of Default shall have occurred and be continuing under this Indenture; and (c) if, split-offpursuant to Section 14.07, or such sale or conveyance, be in breach in upon the performance occurrence of any such covenant consolidation, merger, sale, conveyance, transfer or condition lease the Notes would become convertible into securities issued by an issuer other than the Continuing Entity, such other issuer shall fully and (c) in unconditionally guarantee on a senior basis the case resulting Continuing Entity’s obligations under the Notes. For purposes of a split-off this Section 11.01, the sale, conveyance, transfer or spin-off, (i) such successor Person shall have a corporate credit rating after lease of all or substantially all of the split-off properties and assets of one or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) 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 have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations be deemed to be assumed by it under the CVR Agreementsale, including conveyance, transfer or lease of all or substantially all of the covenant set forth in Section 7.10properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. The Company covenants that it shall not merge (fusion) or consolidate with or merge into any other Person (other than in a wholly-owned subsidiary of transaction in which the Company)Company is not the surviving entity) or convey, split-off (scission), transfer or sell or convey all or lease its properties and assets substantially all of its assets as an entirety to any Person (including in connection with a spin-off transaction (apport partiel d’actif))Person, unless (a) the Person formed by such consolidation or into which the Company shall be the continuing Person, or the successor Person is merged or the Person which acquires by sale conveyance or conveyance all transfer, or substantially all which leases, the properties and assets of the Company substantially as an entirety shall be (ori) a corporation, in the case of a split-off limited liability company, partnership or trust, (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Productii) shall be a Person organized and validly existing under the Laws laws of the United States of America America, any State thereof, the District of Columbia or any State thereof or of France or of any other member country of the European Union and (iii) shall expressly assume assume, by an instrument indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, principal of and any premium and interest on all the Securities and the due and punctual performance and or observance of all every covenant of this Indenture on the part of the covenants and conditions of this CVR Agreement Company to be performed or observed performed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person (if other than the Company, including, without limitation, ) formed by such consolidation or into which the provisions concerning governing law Company shall have been merged or by the Person which shall have acquired the Company’s assets and consent to jurisdiction set forth in Section 1.10 hereof, the Guarantor[s]; (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company, Company or any Subsidiary as a result of such transaction as having been incurred by the Company or such successor PersonSubsidiary at the time of such transaction, as the case may beno Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, have happened and be in breach in the performance of any such covenant or condition continuing; and (c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. The conditions of (a)(ii) above shall not apply in the case of a split-off corporation or spin-offentity not organized under the laws of the United States of America, any State thereof, the District of Columbia or any member of the European Union which shall agree, in form satisfactory to the Trustee, (i) such successor Person shall have a corporate credit rating after to subject itself to the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent jurisdiction of the United States district court for the Southern District of New York and (ii) to indemnify and hold harmless the holders of all Securities against (A) any tax, assessment or governmental charge imposed on such holders by a jurisdiction other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the making of, any payment of principal or interest on such Securities and which would not have been so imposed and withheld had such consolidation, merger, sale or conveyance not been made and (B) any tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of the Company shall have certified with one of its affiliates, if the Board of Directors determines in good faith that the purpose of such transaction is principally to the Trustee that, to change the Company’s knowledge based State of formation or convert the Company’s form of organization to another form, or (ii) the merger of the Company with or into a single direct or indirect wholly owned Subsidiary pursuant to Section 251(g) (or any successor provision) of the General Corporation Law of the State of Delaware, if applicable. Nothing contained in this Article shall apply to, limit or impose any requirements upon the reasons articulated in consolidation or merger of any Person into the Company where the Company is the survivor of such certificatetransaction, such successor or the acquisition by the Company, by purchase or otherwise, of all or any part of the property of any other Person is capable of fulfilling all obligations to be assumed by it under (whether or not affiliated with the CVR Agreement, including the covenant set forth in Section 7.10Company).

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into 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, if not the Company (the “Successor Company”), shall be a corporation organized and existing under the laws of Israel, Bermuda, the British Virgin Islands, Cayman Islands, Guernsey, Jersey, the Netherlands, Switzerland, Luxembourg, Ireland, the United Kingdom, the United States of America, any other Person State thereof or the District of Columbia, and the Successor Company (other than a wholly-owned subsidiary if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture (including the obligation to pay Additional Amounts as set forth in Section 4.10); 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. The provisions of this Article 11 shall not apply to the Company)’s conveyance, split-off (scission)transfer, sale, lease or sell or convey other disposition of all or substantially all of its assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif)), unless (a) between or among the Company shall be the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets and one of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person organized under the Laws of the United States of America or any State thereof or of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10Wholly Owned Subsidiaries.

Company May Consolidate, Etc. on Certain Terms. The Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company covenants that it shall not merge (fusion) or consolidate with or into any other Person (other than whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company or its successor or successors, as the case may be, shall be a wholly-owned subsidiary party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company), split-off (scission), or sell its successor or convey all successors, as the case may be, as an entirety, or substantially all of its assets as an entirety, to any other Person (including in connection whether or not affiliated with a spin-off transaction (apport partiel d’actif))the Company or its successor or successors, unless as the ;case may be) authorized to acquire and operate the same; provided, that (a) the Company shall be is the continuing Personsurviving entity, or the successor Person entity formed by or surviving any such consolidation or merger (if other than the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scissionCompany) or spin-off (apport partiel d’actif)to which such sale, the Person who has received the largest portion conveyance, transfer or lease of the assets relating to the Product) shall be property is made is a Person corporation, partnership, trust or other entity organized and existing under the Laws laws of the United States of America or any State thereof or the District of France Columbia, (b) if the Company is not the surviving entity, upon any such consolidation, merger, sale, conveyance, transfer or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trusteelease, the due and punctual payment of the Securities, principal of and interest on the Securities according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement Indenture to be kept or performed or observed by the CompanyCompany shall be expressly assumed by the surviving entity, including, without limitation, by supplemental indenture (which shall conform to the provisions concerning governing law of the Trust Indenture Act as then in effect applicable to indentures qualified thereunder) satisfactory in form to the Trustee executed and consent delivered to jurisdiction set forth in Section 1.10 hereof, (b) the CompanyTrustee 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 successor Personproperty, as the case may be, (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall nothave occurred and be continuing, (d) such consolidation, merger, sale, conveyance, transfer or lease is permitted under the Declaration and Preferred Securities Guarantee and does not give rise to any breach or violation of the Declaration or Preferred Securities Guarantee, and (e) each company that is an insurance subsidiary of the Company immediately prior to the transaction shall, immediately after such merger transaction, have an A.M. Best financial strength rating equal to or consolidation, split-off, or higher than the rating assigned to such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified subsidiary immediately prior to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10transaction.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, enter into a binding share exchange with, or merge with or into, another Person or sell, assign, convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any successor Person, unless: (fusiona) the successor Person or consolidate transferee Person shall be the Company, and the Company shall have reaffirmed, pursuant to a supplemental indenture or other documentation (that is reasonably acceptable to the Controlling Party) that its grant of any Liens as security for the Obligations shall apply to the Company’s obligations under this Indenture after giving effect to such transaction, or, if not the Company (the “Successor Company”), such Person (1) is (and, if the Company remains a party to this Indenture after the relevant transaction, the Company is) a U.S. Entity and (2) expressly assumes by supplemental indenture all of the Company’s obligations under the Notes, this Indenture and the other Notes Documents (including, for the avoidance of doubt, the obligation to pay any Additional Amounts under Section 4.10); provided, in each case, that the property into which the Notes will be convertible will be the stock or other equity of an entity that is a corporation for U.S. federal income tax purposes; (b) if as a result of such transaction the Reference Property is common stock or other securities of a third party, such third party shall fully and unconditionally guarantee all obligations of the Company or such Successor Company under the Notes and this Indenture (including, for the avoidance of doubt, the obligation to pay any Additional Amounts as set forth under Section 4.10); (c) each Note Party other than the Company, unless such other Note Party is the other party to such merger or consolidation, shall have reaffirmed, pursuant to a supplemental indenture or other documentation (that is reasonably acceptable to the Controlling Party), that its guarantee of, and grant of any Liens as security for, the Obligations shall apply to the Company’s or the Successor Company’s obligations under this Indenture after giving effect to such transaction; and (d) 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, assignment, conveyance, transfer, lease or other disposition of the properties and assets of one or more Subsidiaries of the Company that would, if the Company had held such properties and assets directly, have constituted the sale, assignment, conveyance, transfer, lease or other disposition of the properties and assets of the Company substantially as an entirety, shall be deemed to be the sale, assignment, conveyance, transfer, lease or other disposition of the properties and assets of the Company substantially as an entirety to another Person. Notwithstanding anything in this Section 11.01 or in any other Notes Document to the contrary, if as a result of any merger, dissolution, liquidation, consolidation with or into any other another Person or disposition of (other than whether in one transaction or in a wholly-owned subsidiary series of the Company), split-off (scission), or sell or convey related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including in connection with or if as a spin-off transaction (apport partiel d’actif))result of any other transaction, unless (a) the Company shall be the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of is no longer a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person corporation organized and existing under the Laws laws of the United States of America or any State thereof or of France or of any other member state thereof, then a co-issuer of the European Union Notes will be appointed pursuant a supplemental indenture that is a corporation organized and shall expressly assume by an instrument supplemental hereto, executed and delivered to existing under the Trustee, in form satisfactory to the Trustee, the due and punctual payment laws of the Securities, according United States or any state thereof (and no such action shall be permitted to their tenor, adversely affect the perfection and the due and punctual performance and observance of all priority of the covenants and conditions of this CVR Agreement to be performed or observed by Liens securing the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10Notes Obligations).

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not not, in a transaction or series of transactions, consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of the consolidated properties and assets of the Company and its assets to any Subsidiaries, taken as a whole, to, another Person (including in connection with a spin-off transaction (apport partiel d’actif)other than one or more of the Company’s direct or indirect Domestic Subsidiaries), unless unless: (a) either (i) the Company shall be is the continuing PersonPerson surviving such merger or consolidation, or (ii) the successor Person (if not the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale conveyance or conveyance transfer, or which leases, all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries (or, such Person or such Person described in the case of a split-off clause (scission) or spin-off (apport partiel d’actifii), the Person who has received the largest portion of the assets relating to the Product“Successor Company”) shall be a Person corporation organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France or of any other member of Columbia, and the European Union and Successor Company (if not the Company) shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of indenture all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, 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 Companysale, conveyance, transfer or such successor lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, as which properties and assets, if held by the case may beCompany instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall notbe deemed to be the sale, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in transfer or lease of all or substantially all of the performance properties and assets of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10another Person.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02 (Successor Corporation to Be Substituted), the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer, lease or convey otherwise dispose of all or substantially all of its properties and assets to any another Person (including in connection with a spin-off transaction (apport partiel d’actif))other than to one or more of the Wholly Owned Subsidiaries of the Company, unless unless: (a) the Company shall be the continuing Personresulting, surviving or the successor transferee Person or the Person which acquires by sale conveyance, transfer, lease or conveyance other disposition all or substantially all of the Company’s properties and assets (the “Successor Company”), if not the Company, shall be a corporation, company, limited liability company, partnership, trust or other business entity organized and existing under the laws of Sweden, 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 a supplemental indenture all of the obligations of the Company under the Notes and this Indenture (including, for the avoidance of doubt, the obligation to pay Additional Amounts pursuant to Section 4.07 (Additional Amounts)); 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 (Company May Consolidate, Etc. on Certain Terms), the sale, conveyance, transfer, lease or disposition 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 (oron a consolidated basis, in the case of a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person organized under deemed to be the Laws sale, conveyance, transfer, lease or disposition of the United States of America all or any State thereof or of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of substantially all of the covenants properties and conditions assets of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10another Person.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of the consolidated assets of the Company, its assets Subsidiaries and its Consolidated Affiliated Entities, taken as a whole, to any Person (including in connection with a spin-off transaction (apport partiel d’actif))another Person, unless 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, any State thereof, the District of Columbia, the Cayman Islands, the British Virgin Islands, Bermuda or Hong Kong 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 (including, for the avoidance of doubt, the obligation to pay Additional Amounts pursuant to Section 4.07); (b) if the Company will not be the resulting or surviving corporation, the Company shall have, at or prior to the effective date of such transaction, delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the execution and delivery of the supplemental indenture do not conflict with the requirements set forth in the Indenture and that all conditions precedent to the execution and delivery of such supplemental indenture have been satisfied; and (c) 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 continuing Personsale, conveyance, transfer or the successor Person or the Person which acquires by sale or conveyance lease of all or substantially all of the assets of one or more Subsidiaries or Consolidated Affiliated Entities of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries or Consolidated Affiliated Entities, would constitute all or substantially all of the assets of the Company (oron a consolidated basis, in the case of a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person organized under deemed to be the Laws sale, conveyance, transfer or lease of the United States of America all or any State thereof or of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of substantially all of the covenants and conditions consolidated assets of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10another Person.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it (and/or any Asset Sale Subsidiary Guarantor, as applicable) shall not directly or indirectly consolidate, merge (fusion) or consolidate divide with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease, allocate or divide, in any single transaction or series of related transactions, all or substantially all of the properties or assets of the Company and its assets Subsidiaries, taken as a whole, to any Person (including in connection with a spin-off transaction (apport partiel d’actif))another Person, unless unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall either (i) be a corporation (or other non-U.S. entity taxable as a corporation for U.S. federal income tax purposes) organized and existing under the laws of Bermuda, the British Virgin Islands, the Cayman Islands, the Netherlands, Switzerland, Luxembourg, Ireland, the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall be either (A) expressly assume, by supplemental indenture all of the continuing Personobligations of the Company under the Notes and this Indenture (including, for the avoidance of doubt, the obligation to pay Additional Amounts, as set forth in Section 4.09), or (B) solely in the successor Person case of any such sale, conveyance, transfer or lease, fully and unconditionally guarantee by supplemental indenture all of the Company’s obligations under the Notes and the Indenture; or (ii) solely in the case of any such sale, conveyance, transfer or lease, is not a party to this Indenture and the Notes and deposits the Escrow Amount into the Escrow Account pursuant to Section 11.04 concurrently with such transaction and as a condition precedent to such transaction; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and (c) at or prior to the effective time of any such transaction, the Company (or any issuer of any Reference Property, as applicable) will (x) file a shelf registration statement for the resale of any shares of Common Stock (or other Reference Property) issuable upon conversion of the Notes and (y) cause such shelf registration statement to be effective and useable by Holders identified therein as selling security holders for the resale of any shares of Common Stock (or other Reference Property) issued upon conversion of the Notes; provided that, the Company (or the Person which acquires issuer of the Reference Property, as applicable) will not be required to take such actions if (i) the Company has irrevocably elected for Cash Settlement to apply in respect of conversions of the Notes following the effective time of such transaction or (ii) with respect to any shares of the Common Stock (or other reference property) issuable upon conversion of the Notes following the effective time of such transaction, such shares of Common Stock (or other Reference Property) would not bear or be subject to any restrictive legend, such shares of Common Stock (or other Reference Property) would be assigned an unrestricted CUSIP number and such shares of Common Stock (or other Reference Property) would otherwise be freely tradeable by sale Holders other than Affiliates of the Company or conveyance Holders that were Affiliates of the Company at any time during the three months preceding (without restrictions pursuant to U.S. securities laws). 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 (oron a consolidated basis, in the case of a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person organized under deemed to be the Laws sale, conveyance, transfer or lease of the United States of America all or any State thereof or of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of substantially all of the covenants properties and conditions assets of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10another Person.

Company May Consolidate, Etc. on Certain Terms. The Company covenants that it shall not merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission), or sell or convey all or substantially all of its assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif)), unless (a) Subject to the provisions of Section 12.02, the Company shall be the continuing not consolidate with, merge with or into, convey, transfer or lease its properties and assets substantially as an entirety to, or enter into a binding share exchange with another Person, unless: (i) the resulting, surviving or transferee Person (the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif“Successor Company”), if not the Person who has received the largest portion of the assets relating to the Product) Company, shall be a Person corporation organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France or of any other member of Columbia, and the European Union and Successor Company (if not the Company) shall expressly assume assume, by an instrument supplemental heretoindenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the due and punctual payment obligations of the SecuritiesCompany under the Notes, according this Indenture and, to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitationextent that it is otherwise still operative, the provisions concerning governing law Registration Rights Agreement; and consent (ii) immediately after giving effect to jurisdiction set forth in Section 1.10 hereofsuch transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. (b) the CompanyThe Company shall not permit any Note Guarantor to consolidate with or merge with or into, or such successor Personconvey, as the case may be, shall not, immediately after such merger transfer or consolidation, split-off, lease all or such sale or conveyance, be in breach in the performance substantially all of any such covenant or condition and its assets to another Person unless: (ci) in the case of any Note Guarantor, the resulting, surviving or transferee Person will be a split-off corporation existing under the laws of the United States of America, any State thereof or spin-offthe District of Columbia, and such Person (iif not such Note Guarantor) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such successor Note Guarantor under its Note Guarantee; (ii) immediately after giving effect to such transaction (and treating any indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been Incurred by such Person at the time of such transaction), no Default shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent occurred and be continuing; and (iiiii) the Company shall have certified delivered to the Trustee thatan Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; provided, however, that the foregoing shall not apply to any Note Guarantor which ceases to be a Note Guarantor as provided in this Indenture as a result of any transaction to which provision of this paragraph would otherwise apply or otherwise. Upon any such consolidation, merger, conveyance, transfer or lease the Successor Company (if not the Company’s knowledge based upon ) shall succeed to, and may exercise every right and power of, the reasons articulated in Company under this Indenture. For purposes of this Section 12.01, the conveyance, transfer or lease of the properties and assets of one or more Subsidiaries of the Company substantially as an entirety to another Person, which properties and assets, if held by the Company instead of such certificateSubsidiaries, such successor Person is capable would constitute the properties and assets of fulfilling all obligations the Company substantially as an entirety on a consolidated basis, shall be deemed to be assumed by it under the CVR Agreement, including transfer of the covenant set forth in Section 7.10properties and assets of the Company substantially as an entirety to another Person.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, lease or convey transfer in one transaction or a series of related transactions all or substantially all of the consolidated assets of the Company and its assets Subsidiaries, taken as a whole, to any Person (including in connection with a spin-off transaction (apport partiel d’actif)other than any such sale, lease or transfer to one or more of the Company’s Wholly Owned Subsidiaries), unless unless: (a) the Company resulting, surviving or transferee Person (such Person or any successor thereto, the “Surviving Entity”), if not the Company, shall be (a) a corporation or (b) a limited liability company or limited partnership, in each case organized and existing under the continuing Personlaws of the United States of America, any State thereof or the successor Person District of Columbia; provided that in the case of clause (b), (x) unless such limited liability company or the Person which acquires by sale limited partnership is treated as (A) a corporation or conveyance all or substantially all the assets of the Company (orB) an entity disregarded as separate from a corporation, in each case, for U.S. federal income tax purposes (and, in the case of a split-off clause (scission) or spin-off (apport partiel d’actifB), such corporation guarantees the obligations of such disregarded entity under the Notes and this Indenture), the Person who has Company will have received an opinion of a nationally recognized tax counsel to the largest portion effect that such transaction or series of related transactions will not be treated as an exchange under Section 1001 of the assets relating to Code for the Productholders of the Notes and (y) such limited liability company or limited partnership shall be a Person organized direct or indirect, Wholly Owned subsidiary of a corporation existing under the Laws laws of the United States of America or America, any State thereof or the District of France or Columbia and the Reference Property shall consist of any other member cash and/or common stock of such corporation, and in each case such Person (if not the European Union and Company) shall expressly assume assume, by an instrument supplemental heretoindenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, Indenture; and (b) the Company, or such successor Person, as the case may be, shall not, immediately after giving effect to such merger transaction, no Default or consolidation, split-off, or such sale or conveyance, be in breach in the performance Event of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person Default shall have a corporate credit rating after occurred and be continuing under this Indenture. For purposes of this Section 11.01, the split-off sale, lease or spin-off transaction from either Xxxxx’x Investor Services, Inc. transfer of all or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” substantially all of the consolidated assets of one or their equivalent and (ii) more Subsidiaries of the Company shall have certified to another Person (other than the Trustee that, to Company or one or more of the Company’s knowledge based upon Wholly Owned Subsidiaries), which assets, if held by the reasons articulated in Company instead of such certificateSubsidiaries, such successor Person is capable would constitute all or substantially all of fulfilling all obligations the consolidated assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be assumed by it under the CVR Agreementsale, including lease or transfer of all or substantially all of the covenant set forth in Section 7.10consolidated assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than one or more of the Company’s Wholly Owned Subsidiaries).

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other into, or sell, convey, transfer or lease the consolidated properties and assets of the Company and its Subsidiaries substantially as an entirety to another Person (other than a wholly-owned subsidiary any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), split-off if not the Company, shall be a Qualified Successor Entity organized and existing under the laws of the United Kingdom (scissionincluding England and Wales), Bermuda, the Cayman Islands, the British Virgin Islands, the United States of America, any State thereof or sell 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 convey 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 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 the consolidated properties and assets of the Company and its Subsidiaries substantially as an entirety, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of its assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif)), unless (a) the Company shall be the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the consolidated properties and assets of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating and its Subsidiaries substantially as an entirety to the Product) shall be a Person organized under the Laws of the United States of America or any State thereof or of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor another Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10.

Company May Consolidate, Etc. on Certain Terms. The Company covenants that it shall not merge (fusion) amalgamate or consolidate with, merge with or into any other or convey, transfer or lease its properties and assets substantially as an entirety to another Person (other than a excluding, for the avoidance of doubt, any conveyance, transfer or lease to one of the Company’s wholly-owned subsidiary of the CompanySubsidiaries), split-off (scission), or sell or convey all or substantially all of its assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif)), unless unless: (a) the Company shall be the continuing Personresulting, surviving transferee or the successor Person or (the Person which acquires by sale or conveyance all or substantially all the assets of “Successor Company”) is (and, if the Company (or, in the case of remains a split-off (scission) or spin-off (apport partiel d’actif)party to this Indenture, the Person who has received the largest portion of the assets relating to the ProductCompany is) shall be a Person corporation organized and validly existing under the Laws laws of the United States of America or America, any State thereof or the District of France or of any other member of Columbia, and the European Union and shall Successor Company (if not the Company) expressly assume assumes, by an instrument a supplemental heretoindenture, executed and delivered to the Trustee, in form satisfactory all of the obligations of the Company under the Notes and this Indenture as applicable to the TrusteeNotes; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture with respect to the Notes; and (c) all the conditions specified in this Article 9 are met. Upon any such amalgamation, consolidation, merger, conveyance, transfer or lease, the due Successor Company (if not the Company) shall succeed to, and punctual payment may exercise every right and power of the Securities, according to their tenorCompany under this Indenture, and the due Company shall be discharged from its obligations under the Notes and punctual performance and observance of all of the covenants and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) Indenture except in the case of a split-off any such lease. For purposes of this Section 9.01, the conveyance, transfer or spin-off, (i) such successor Person shall have a corporate credit rating after lease of the split-off properties and assets of one or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) more Subsidiaries of the Company substantially as an entirety to another Person (other than the Company or one or more of its wholly-owned Subsidiaries), which properties and assets, if held by the Company instead of such Subsidiary or Subsidiaries, would constitute the properties and assets of the Company substantially as an entirety on a consolidated basis, shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations be deemed to be assumed by it under the CVR Agreement, including transfer of the covenant set forth in Section 7.10properties and assets of the Company substantially as an entirety to another Person.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of the properties and assets of it and its assets to any Subsidiaries, taken as a whole, to, another Person (including in connection with a spin-off transaction (apport partiel d’actif)other than one or more of the Company’s direct or indirect Domestic Subsidiaries), unless unless: (a) the Company shall be resulting, surviving or transferee Person (the continuing Person“Successor Company”), or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of if not the Company (or, in or one or more of the case of a split-off (scission) Company’s direct or spin-off (apport partiel d’actifindirect Domestic Subsidiaries), the Person who has received the largest portion of the assets relating to the Product) shall be a Person corporation organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenorColumbia, and the due and punctual performance and observance of Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, 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 Companysale, conveyance, transfer or such successor lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, as which properties and assets, if held by the case may beCompany instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall notbe deemed to be the sale, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in transfer or lease of all or substantially all of the performance properties and assets of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee thatand its Subsidiaries, taken as a whole, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10another Person.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into 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, if not the Company (the “Successor Company”), shall be a corporation organized and existing under the laws of Israel, Bermuda, the British Virgin Islands, Cayman Islands, Guernsey, Jersey, the Netherlands, Switzerland, Luxembourg, Ireland, the United Kingdom, the United States of America, any other Person State thereof or the District of Columbia, and the Successor Company (other than a wholly-owned subsidiary if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture (including the obligation to pay Additional Amounts as set forth in Section 4.10); 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. The provisions of this ‎Article 11 shall not apply to the Company)’s conveyance, split-off (scission)transfer, sale, lease or sell or convey other disposition of all or substantially all of its assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif)), unless (a) between or among the Company shall be the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets and one of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person organized under the Laws of the United States of America or any State thereof or of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10Wholly Owned Subsidiaries.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not merge (fusion) or consolidate with or into merge with or into, or sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, in one transaction or any other series of transactions, to another Person, unless: (a) the resulting, surviving or transferee Person (if other than the Company) (the “Successor Company”) shall be (i) a wholly-owned subsidiary 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 or (ii) a corporation or entity treated as a corporation for U.S. federal income tax purposes organized and existing under the laws of the Islands of Bermuda, the Netherlands, Belgium, Switzerland, Luxembourg, the Republic of Ireland, Canada or the United Kingdom; provided, in each case, that to the extent the property into which the Notes will be convertible will be common stock or other equity, such common stock or other equity will be of an entity that is a corporation for United States federal income tax purposes; (b) the Successor Company assumes all the Company’s obligations under the Notes and this Indenture (including, for the avoidance of doubt, the obligation to pay Additional Amounts pursuant to Section 4.10) pursuant to a supplemental indenture; (c) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and (d) to the extent the Company is not the resulting, surviving or transferee Person, the Successor Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel. 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 that is not the Company or a Subsidiary of the Company), split-off (scission)which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or sell substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, conveyance, transfer or convey lease by the Company of all or substantially all of its consolidated properties and assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif)), unless (a) the Company shall be the continuing another Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person organized under the Laws of the United States of America or any State thereof or of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10.

Company May Consolidate, Etc. on Certain Terms. The Company covenants that it shall not merge (fusion) amalgamate or consolidate with, merge with or into any other or convey, transfer or lease its properties and assets substantially as an entirety to another Person (other than a wholly-owned subsidiary of the CompanyExcepted Transfers), split-off (scission), or sell or convey all or substantially all of its assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif)), unless unless: (a) the Company shall be resulting, surviving or transferee Person (the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of “Successor Company”) is a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person corporation organized and validly existing under the Laws laws of the United States of America or America, any State thereof or thereof, the District of France or Columbia, the Islands of any other member Bermuda, the Republic of the European Union Xxxxxxxx Islands, the United Kingdom, Norway or Cyprus, and shall the Successor Company (if not the Company) expressly assume assumes, by an instrument a supplemental heretoindenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement Indenture as applicable to be performed or observed by the Company, Notes (including, without limitationfor the avoidance of doubt, the provisions concerning governing law and consent obligation to jurisdiction pay Additional Amounts, as set forth in Section 1.10 hereof, 5.12); (b) the Company, or such successor Person, as the case may be, shall not, immediately after giving effect to such merger transaction, no Default or consolidationEvent of Default shall have occurred and be continuing under this Indenture with respect to the Notes; (c) if, split-off, or such sale or conveyance, be in breach in upon the performance occurrence of any such covenant transaction, the Notes would become convertible into, or condition exchangeable for, securities issued by an issuer other than the Successor Company pursuant to the terms of this Indenture, then (x) such securities are common shares issued by a corporation organized and existing under the laws of the United States of America, any State thereof, the District of Columbia, the Islands of Bermuda, the Republic of the Xxxxxxxx Islands, the United Kingdom, Norway or Cyprus and (cy) if such Successor Company is a wholly owned subsidiary of the issuer of such securities based on which the Notes have become convertible or exchangeable, such other issuer shall fully and unconditionally guarantee on a senior basis the Successor Company’s obligations under the Notes; (d) all the conditions specified in this Article 9 are met. Upon any such amalgamation, consolidation, merger, conveyance, transfer or lease, the Successor Company (if not the Company) shall succeed to, and may exercise every right and power of the Company under this Indenture, and the Company shall be discharged from its obligations under the Notes and the Indenture except in the case of a split-off any such lease. For purposes of this Section 9.01, the conveyance, transfer or spin-off, (i) such successor Person shall have a corporate credit rating after lease of the split-off properties and assets of one or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) more Subsidiaries of the Company substantially as an entirety to another Person (other than Excepted Transfers), which properties and assets, if held by the Company instead of such Subsidiary or Subsidiaries, would constitute the properties and assets of the Company substantially as an entirety on a consolidated basis, shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations be deemed to be assumed by it under the CVR Agreement, including transfer of the covenant set forth in Section 7.10properties and assets of the Company substantially as an entirety to another Person.

Company May Consolidate, Etc. on Certain Terms. The Company covenants that it shall not merge (fusion) amalgamate or consolidate with, consummate a binding share exchange with, merge with or into any other Person (other than a wholly-owned subsidiary of the Company)or convey, split-off (scission)transfer or lease its properties and assets substantially as an entirety to another Person, or sell or convey all or substantially all of its assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif)), unless unless: (a) the Company resulting, surviving transferee or successor Person (the “Successor Company”), if not the Company, shall be (and, if the continuing PersonCompany will remain a party to the Notes and this Indenture after giving effect to such transaction and the requirements in respect thereof under this Indenture, the Company is) a corporation organized or incorporated and existing under the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets laws of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif)Cayman Islands, the Person who has received United Kingdom, the largest portion Republic of the assets relating to the Product) shall be a Person organized under the Laws of Ireland or the United States of America or America, any State thereof or the District of France or of any other member of Columbia, and the European Union and Successor Company (if not the Company) shall expressly assume assume, by an instrument supplemental heretoindenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement Indenture as applicable to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, Notes; (b) the Company, or such successor Person, as the case may be, shall not, immediately after giving effect to such merger transaction, no Default or consolidationEvent of Default shall have occurred and be continuing under this Indenture with respect to the Notes; (c) if, split-off, or such sale or conveyance, be in breach in upon the performance occurrence of any such covenant transaction, the Notes would become convertible into, or condition exchangeable for, securities issued by an issuer other than the resulting, surviving, transferee or successor corporation pursuant to the terms of this Indenture, then (x) such securities are Common Equity securities issued by a corporation organized or incorporated and existing under the laws of the Cayman Islands, the United Kingdom, the Republic of Ireland or the United States of America, any State thereof or the District of Columbia and (cy) if such resulting, surviving, transferee or successor corporation is a wholly owned subsidiary of the issuer of such securities based on which the Notes have become convertible or exchangeable, such other issuer shall fully and unconditionally guarantee on a senior basis the resulting, surviving, transferee or successor corporation’s obligations under the Notes; and (d) all the conditions specified in this Article 9 are met. As used in this Article 9, the term “corporation” shall include any entity that is (i) incorporated in the Cayman Islands as an exempted limited liability company, (ii) incorporated and registered in the Republic of Ireland as a public limited company, or (iii) incorporated under the laws of England and Wales as a public limited company and, in each case, that is treated as a corporation for purposes of U.S. federal income taxes. Upon any such amalgamation, consolidation, merger, conveyance, share exchange, transfer or lease, the Successor Company (if not the Company) shall succeed to, and may exercise every right and power of the Company under this Indenture, and (except in the case of a lease) the Company shall be discharged from its obligations under the Notes and the Indenture except in the case of any such lease. For purposes of this Section 9.01, (i) in the case of an amalgamation, consolidation, merger or binding share exchange pursuant to which the Company becomes a split-off or spin-offSubsidiary of one of its Subsidiaries (the “Successor Subsidiary”) and holders of Common Shares prior to such transaction become holders of Common Equity of such Successor Subsidiary, (i) such successor Person the term “successor” shall have a corporate credit rating after be deemed to refer to the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent Successor Subsidiary and (ii) the conveyance, transfer or lease of the properties and assets of one or more Subsidiaries of the Company substantially as an entirety to another Person, which properties and assets, if held by the Company instead of such Subsidiary or Subsidiaries, would constitute the properties and assets of the Company substantially as an entirety on a consolidated basis, shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations be deemed to be assumed by it under the CVR Agreement, including transfer of the covenant set forth in Section 7.10properties and assets of the Company substantially as an entirety to another Person.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person (other than a wholly-owned subsidiary any such sale, conveyance, transfer or lease to one or more of the CompanyGuarantors), split-off unless (scissiona) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a Person that is organized, incorporated, formed or sell registered (as the case may be) and existing under the laws of the United States of America, any State thereof or convey the District of Columbia, the British Virgin Islands, the Cayman Islands, the Islands of Bermuda, the United Kingdom, Ireland, Luxembourg, Canada or any province thereof, 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 (including, for the avoidance of doubt, the obligation to make any Additional Payments to the extent required under Section 18.17(a)(ii) 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. The provisions set forth in this Section 11.01 shall not restrict (and shall not apply to): (i) any Subsidiary consolidating with, merging with or into, or selling, conveying, transferring or leasing all or substantially all of its assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif)), unless (a) the Company shall be the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person organized under the Laws of the United States of America or any State thereof or of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable creation of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10a new Guarantor.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 9.03, the Company covenants that it shall not consolidate with, enter into a binding share exchange with, or merge (fusion) or consolidate with or into any other into, another Person (other than a wholly-owned subsidiary of the Company)or sell, split-off (scission)assign, convey, transfer, lease or sell or convey all or substantially all otherwise dispose of its properties and assets substantially as an entirety to any Person (including in connection with a spin-off transaction (apport partiel d’actif))another Person, unless unless: (a) the Company shall be the continuing Personresulting, surviving transferee or the successor Person or (the Person which acquires by sale or conveyance all or substantially all the assets of “Successor Company”), if any, is (and, if the Company (or, in the case of remains a split-off (scission) or spin-off (apport partiel d’actif)party to this Indenture, the Person who has received Company is) treated as a corporation for U.S. federal income tax purposes and is, (and, if the largest portion of Company remains a party to this Indenture, the assets relating to the ProductCompany is) shall be a Person organized and existing under the Laws laws of the United States of America America, any state thereof, the District of Columbia, the Islands of Bermuda, the Cayman Islands, the Netherlands, Belgium, the Republic of Ireland, Switzerland, Japan, Canada or any State thereof or of France or of any other member of the European Union and shall United Kingdom expressly assume assumes by an instrument supplemental heretoindenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants obligations under the Notes and conditions this Indenture (including, for the avoidance of doubt, the obligation to pay Additional Amounts as set forth under Section 5.14); (b) if, as a result of any such transaction, the Notes become convertible pursuant to the terms of this CVR Agreement Indenture into Common Stock or other securities issued by a third party (subject to Section 4.03), such third party fully and unconditionally guarantees all obligations of the Company or such Successor Company under the Notes and this Indenture; (c) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be performed or observed by continuing under this Indenture with respect to the CompanyNotes; (d) all other conditions specified in this Article 9 are met, including, without limitation, including the provisions concerning governing law delivery of an Officers’ Certificate and consent an Opinion of Counsel to jurisdiction the Trustee as set forth in Section 1.10 hereof9.03. Upon any such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer, lease or other disposition to another Person, the Successor Company (b) if not the Company) shall succeed to, or such successor Personand may exercise every right and power of the Company under this Indenture, as and the case may be, Company shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in discharged from its obligations under the performance of any such covenant or condition Notes and (c) this Indenture except in the case of a split-off any such lease. For purposes of this Section 9.01, any sale, assignment, conveyance, transfer, lease or spin-off, (i) such successor Person shall have a corporate credit rating after other disposition of the split-off properties and assets of one or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) more Subsidiaries of the Company shall that would, if the Company held such properties and assets directly, have certified to constituted the Trustee thatsale, to assignment, conveyance, transfer, lease or disposition of the Company’s knowledge based upon properties and assets of the reasons articulated in Company substantially as an entirety will be treated as such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10this Indenture.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of the consolidated assets of the Company, its assets Subsidiaries, its Consolidated Affiliated Entities and their Subsidiaries, taken as a whole, to any Person (including in connection with a spin-off transaction (apport partiel d’actif))another Person, unless 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, any State thereof, the District of Columbia, the Cayman Islands, the British Virgin Islands, Bermuda or Hong Kong 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 (including, for the avoidance of doubt, the obligation to pay Additional Amounts pursuant to Section 4.07); ​ (b) if the Company will not be the resulting or surviving corporation, the Company shall have, at or prior to the effective date of such transaction, delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the execution and delivery of the supplemental indenture do not conflict with the requirements set forth in the Indenture and that all conditions precedent to the execution and delivery of such supplemental indenture have been satisfied; and ​ (c) 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 continuing Personsale, conveyance, transfer or the successor Person or the Person which acquires by sale or conveyance lease of all or substantially all of the assets of one or more Subsidiaries or Consolidated Affiliated Entities of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries or Consolidated Affiliated Entities, would constitute all or substantially all of the assets of the Company (oron a consolidated basis, in the case of a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person organized under deemed to be the Laws sale, conveyance, transfer or lease of the United States of America all or any State thereof or of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of substantially all of the covenants and conditions consolidated assets of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10.another Person. ​

Company May Consolidate, Etc. on Certain Terms. The Nothing contained in this Indenture or in any of the Debt Securities shall prevent any consolidation or merger of the Company covenants that it shall not merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of whether or not affiliated with the Company), split-off (scission)or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or sell shall prevent any sale, conveyance (excluding any pledge) or convey lease of all or substantially all of its assets the property of the Company to any other Person (including in connection whether or not affiliated with a spin-off transaction (apport partiel d’actif))the Company) authorized to acquire and operate the same; provided, unless however, and the Company hereby covenants and agrees, that any such consolidation, merger, sale, conveyance or lease shall be upon the condition that (a) immediately after such consolidation, merger, sale, conveyance or lease the Person (whether the Company shall be the continuing or such other Person) formed by or surviving any such consolidation or merger, or to which such sale, conveyance or lease shall have been made, shall not be in default in the successor Person performance or observance of any of the terms, covenants and conditions of this Indenture to be kept or performed by the Company; (b) the Person (if other than the Company) formed by or surviving any such consolidation or merger or to which acquires by sale such sale, conveyance or conveyance all or substantially all the assets of the Company (orlease shall have been made, in the case of a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person organized under the Laws laws of the United States of America or any State thereof or of France or of any other member of the European Union state thereof; and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, (c) the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement Indenture to be performed or observed by the Company, includingshall be expressly assumed, without limitationby supplemental indenture satisfactory in form to the Trustee, executed and delivered to the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, Trustee by the Person (b) if other than the Company) formed by such consolidation, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) into which the Company shall have certified to been merged, or by the Trustee that, to the Company’s knowledge based upon the reasons articulated in Person which shall have acquired or leased such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10property.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 6.03, the Company covenants that it shall not merge (fusion) amalgamate or consolidate with, merge with or into any other Person (other than a wholly-owned subsidiary of the Company)or convey, split-off (scission)transfer or lease its properties and assets substantially as an entirety to another Person, or sell or convey all or substantially all of its assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif)), unless unless: (a) the Company resulting, surviving transferee or successor Person (the “Surviving Person”), if not the Company, shall be (and, if the continuing PersonCompany will remain a party to the Bonds and this Indenture after giving effect to such transaction and the requirements in respect thereof under this Indenture, or is ) a corporation organized and existing under the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets laws of the Company Socialist Republic of Vietnam, and the Surviving Person (or, in if not the case of a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the ProductCompany) shall be a Person organized under the Laws of the United States of America or any State thereof or of France or of any other member of the European Union and shall expressly assume assume, by an instrument supplemental heretoindenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants obligations of the Company under the Bonds and conditions of this CVR Agreement Indenture as applicable to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, Bonds; (b) the Company, or such successor Person, as the case may be, shall not, immediately after giving effect to such merger transaction, no Default or consolidationEvent of Default shall have occurred and be continuing under this Indenture with respect to the Bonds; (c) if, split-off, or such sale or conveyance, be in breach in upon the performance occurrence of any such covenant transaction, (x) the Bonds would become convertible pursuant to the terms of this Indenture into securities issued by an issuer other than the resulting, surviving, transferee or condition successor corporation, and (c) in the case of a split-off or spin-off, (iy) such resulting, surviving, transferee or successor Person shall have corporation is a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) wholly owned Subsidiary of the Company shall of such securities into which the Bonds have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificatebecome convertible, such other issuer shall fully and unconditionally guarantee on a senior basis the resulting, surviving, transferee or successor Person is capable of fulfilling all corporation’s obligations to be assumed by it under the CVR Agreement, including Bonds; and (d) all the covenant set forth conditions specified in Section 7.10this Article VI are met.

Company May Consolidate, Etc. on Certain Terms. The Company covenants that it shall not merge (fusion) or consolidate with or merge into any other Person (other than in a wholly-owned subsidiary of transaction in which the Company)Company is not the surviving entity) or convey, split-off (scission), transfer or sell or convey all or lease its properties and assets substantially all of its assets as an entirety to any Person (including in connection with a spin-off transaction (apport partiel d’actif))Person, unless (a) the Person formed by such consolidation or into which the Company shall be the continuing Person, or the successor Person is merged or the Person which acquires by sale conveyance or conveyance all transfer, or substantially all which leases, the properties and assets of the Company substantially as an entirety shall be (ori) a corporation, in the case of a split-off limited liability company, partnership or trust, (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Productii) shall be a Person organized and validly existing under the Laws laws of the United States of America or America, any State thereof or the District of France or of any other member of the European Union Columbia and (iii) shall expressly assume assume, by an instrument indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, principal of and any premium and interest on all the Securities and the due and punctual performance and or observance of all every covenant of this Indenture on the part of the covenants and conditions of this CVR Agreement Company to be performed or observed performed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person (if other than the Company, including, without limitation, ) formed by such consolidation or into which the provisions concerning governing law Company shall have been merged or by the Person which shall have acquired the Company’s assets and consent to jurisdiction set forth in Section 1.10 hereof, the Guarantor; (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company, Company or any Subsidiary as a result of such transaction as having been incurred by the Company or such successor PersonSubsidiary at the time of such transaction, as the case may beno Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, have happened and be in breach in the performance of any such covenant or condition continuing; and (c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. The conditions of (a)(ii) above shall not apply in the case of a split-off corporation or spin-offentity not organized under the laws of the United States of America, any State thereof or the District of Columbia which shall agree, in form satisfactory to the Trustee, (i) such successor Person shall have a corporate credit rating after to subject itself to the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent jurisdiction of the United States district court for the Southern District of New York and (ii) to indemnify and hold harmless the holders of all Securities against (A) any tax, assessment or governmental charge imposed on such holders by a jurisdiction other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the making of, any payment of principal or interest on such Securities and which would not have been so imposed and withheld had such consolidation, merger, sale or conveyance not been made and (B) any tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of the Company shall have certified with one of its affiliates, if the Sole Member determines in good faith that the purpose of such transaction is principally to the Trustee that, to change the Company’s knowledge based State of formation or convert the Company’s form of organization to another form, or (ii) the merger of the Company with or into a single direct or indirect wholly owned Subsidiary pursuant to Section 251(g) (or any successor provision) of the General Corporation Law of the State of Delaware, if applicable. Nothing contained in this Article shall apply to, limit or impose any requirements upon the reasons articulated in consolidation or merger of any Person into the Company where the Company is the survivor of such certificatetransaction, such successor or the acquisition by the Company, by purchase or otherwise, of all or any part of the property of any other Person is capable of fulfilling all obligations to be assumed by it under (whether or not affiliated with the CVR Agreement, including the covenant set forth in Section 7.10Company).

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of the consolidated assets of the Company and its assets Subsidiaries and consolidated affiliated entities, taken as a whole, to any Person (including in connection with a spin-off transaction (apport partiel d’actif))another Person, unless unless: (a) the Company shall be resulting, surviving or transferee Person (the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif“Successor Company”), if not the Person who has received the largest portion of the assets relating to the Product) Company, shall be a Person corporation organized and existing under the Laws laws of the United States of America or America, any State thereof thereof, the District of Columbia, the Cayman Islands, the British Virgin Islands, Bermuda or of France or of any other member Hong Kong and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the European Union obligations of the Company under the Notes and this Indenture (including, for the avoidance of doubt, the obligation to pay Additional Amounts pursuant to Section 4.07); (b) immediately after giving effect to such transaction, no Default or Event of Default shall expressly assume by an instrument supplemental hereto, executed have occurred and be continuing under this Indenture; and (c) The Company or the Successor Company will have delivered to the TrusteeTrustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, sale, assignment, conveyance, transfer, lease or other disposition, and if a supplemental indenture is required in form satisfactory connection with such transaction, such supplemental indenture, comply with the requirements of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied and that this Indenture and the TrusteeNotes constitute legal, valid and binding obligations of the continuing Person, enforceable in accordance with their terms. For purposes of this Section 11.01, the due and punctual payment sale, conveyance, transfer or lease of the Securities, according to their tenor, and the due and punctual performance and observance of all or substantially all of the covenants properties and conditions assets of this CVR Agreement 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 performed or observed by the Companysale, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in transfer or lease of all or substantially all of the performance properties and assets of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10another Person.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of the consolidated properties and assets of the Company and its assets Subsidiaries, taken as a whole, to any another Person (including in connection with other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) (each, a spin-off transaction (apport partiel d’actif)), unless “Business Combination Event”) unless: (a) the Company shall be resulting, surviving or transferee Person (the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif“Successor Entity”), if not the Person who has received the largest portion of the assets relating to the Product) Company, shall be a Person Qualified Successor Entity organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenorColumbia, and the due and punctual performance and observance of Successor Entity (if not the Company) shall expressly assume, by supplemental indenture all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, Indenture; and (b) immediately after giving effect to such Business Combination Event, no Default or Event of Default shall have occurred and be continuing under this Indenture. For purposes of this Section 11.01, the Companysale, conveyance, transfer or such successor lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, as which properties and assets, if held by the case may beCompany instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall notbe deemed to be the sale, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in transfer or lease of all or substantially all of the performance properties and assets of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10another Person.

Company May Consolidate, Etc. on Certain Terms. The (a) Subject to the provisions of Section 7.13(c), the Company covenants that it shall not merge (fusion) amalgamate or consolidate with, merge with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of its assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif)), unless (a) the Company shall be the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the properties and assets of the Company and its Subsidiaries on a consolidated basis to another Person, unless: (ori) the resulting, in surviving or transferee Person (the case of a split-off (scission) or spin-off (apport partiel d’actif“Successor Company”), if not the Person who has received Company, shall be (and, if the largest portion of the assets relating Company, will remain a party to the ProductNotes and this Agreement after giving effect to such transaction and the requirements in respect thereof under this Agreement, is) shall be a Person corporation organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France Columbia, and the Successor Company (if not the Company) shall expressly assume, by an amendment to this Agreement, all of the obligations of the Company under the New Convertible Notes and the other Operative Documents to which the Company is a party (other than the Exchange Agreement (Guaranteed Notes) and the Guaranteed Notes); (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Agreement; (iii) if, upon the occurrence of any such transaction, (x) the New Convertible Notes would become convertible pursuant to the terms of this Agreement into securities issued by an issuer other member than the resulting, surviving, transferee or successor corporation, and (y) such resulting, surviving, transferee or successor corporation is a wholly owned subsidiary of the European Union issuer of such securities into which the New Convertible Notes have become convertible, such other issuer shall fully and unconditionally guarantee on a senior basis the resulting, surviving, transferee or successor corporation’s obligations under the New Convertible Notes; and (iv) all the conditions specified in this Article VII are met. Upon any such amalgamation, consolidation, merger, conveyance, transfer or lease, the Successor Company (if not the Company) shall expressly assume succeed to, and may exercise every right and power of the Company under this Agreement, and the Company shall be discharged from its obligations under the New Convertible Notes, this Agreement and each other Operative Document (other than the Exchange Agreement (Guaranteed Notes) and the Guaranteed Notes except in the case of any such lease). For purposes of this Section 7.13, 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 an instrument supplemental heretothe Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company and its Subsidiaries to another Person. (b) In case of any such amalgamation, consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by amendment, executed and delivered to the Trustee, Holders and satisfactory in form satisfactory to the TrusteeHolders, of the due and punctual payment of the Securitiesprincipal of and accrued and unpaid interest on all of the New Convertible Notes, according to their tenorthe due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the New Convertible Notes and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement to be performed or observed by the Company, includingsuch Successor Company shall succeed to and, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) except in the case of a split-off lease of all or spin-offsubstantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part; provided, however, that, in the case of a sale, conveyance, transfer or lease to one or more of its Subsidiaries of all or substantially all of the properties and assets of the Company or any other Subsidiary of the Company, the New Convertible Notes will remain convertible into the Common Stock and into shares of Common Stock in accordance with this Agreement, but subject to adjustment (iif any) in accordance with this Agreement. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the New Convertible Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Holders; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Agreement prescribed, the Successor Company shall issue and shall deliver, or cause to be issued and delivered, any New Convertible Notes that previously shall have been signed and delivered by the Officers of the Company to the Holders, and any New Convertible Notes that such Successor Company thereafter shall cause to be signed and delivered to the Holders. All the New Convertible Notes so issued shall in all respects have the same legal rank and benefit under this Agreement as the New Convertible Notes theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such New Convertible Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Section 7.13, the Person named as the “Company” in the first paragraph of this Agreement (or any successor that shall thereafter have become such in the manner prescribed in this Section 7.13) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall have a corporate credit rating after be released from its liabilities as obligor and maker of the split-off New Convertible Notes and discharged from its obligations under this Agreement, the Registration Rights Agreement and the New Convertible Notes. In case of any such amalgamation, consolidation, merger, sale, conveyance, transfer or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificatelease, such successor Person is capable of fulfilling all obligations changes in phraseology and form (but not in substance) may be made in the New Convertible Notes thereafter to be assumed by it under issued as may be appropriate. (c) In the CVR case of any such amalgamation, consolidation, merger, sale, conveyance, transfer or lease, the Holders shall receive an Officer’s certificate stating that any such amalgamation, consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if an amendment hereto is required in connection with such transaction, such amendment, complies with the provisions of this Agreement, including the covenant set forth in Section 7.10.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of ‎Section 11.02, the Company covenants that it shall not not, in a transaction or series of transactions, consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of the consolidated properties and assets of the Company and its assets to any Subsidiaries, taken as a whole, to, another Person (including in connection with a spin-off transaction (apport partiel d’actif)other than one or more of the Company’s direct or indirect Domestic Subsidiaries), unless unless: (a) either (i) the Company shall be is the continuing PersonPerson surviving such merger or consolidation, or (ii) the successor Person (if not the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale conveyance or conveyance transfer, or which leases, all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries (or, such Person or such Person described in the case of a split-off clause (scission) or spin-off (apport partiel d’actifii), the Person who has received the largest portion of the assets relating to the Product“Successor Company”) shall be a Person corporation organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France or of any other member of Columbia, and the European Union and Successor Company (if not the Company) shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of indenture all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, 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 Companysale, conveyance, transfer or such successor lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, as which properties and assets, if held by the case may beCompany instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall notbe deemed to be the sale, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in transfer or lease of all or substantially all of the performance properties and assets of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10another Person.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, enter into a binding share exchange with, or merge (fusion) or consolidate with or into any other into, another Person (other than a wholly-owned subsidiary of the Company)or sell, split-off (scission)assign, convey, transfer, lease or sell or convey all or substantially all otherwise dispose of its properties and assets substantially as an entirety to any Person (including in connection with a spin-off transaction (apport partiel d’actif))successor Person, unless unless: (a) the Company shall be the continuing Person, or the successor Person or transferee Person, if not the Person Company (the “Successor Company”) is (and, if the Company remains a party to this Indenture after the relevant transaction, the Company is) (1) a U.S. Entity, or (2) a corporation or entity treated as a corporation for U.S. federal income tax purposes organized and existing under the laws of the Islands of Bermuda, the Netherlands, Belgium, Switzerland, Denmark, Sweden, the Xxxxxx Xxxxxxx, Xxxxxxxxxx, xxx Xxxxxxxx xx Xxxxxxx, Xxxxxx or the United Kingdom and, if other than the Company, expressly assumes by supplemental indenture all of the Company’s obligations under the Notes and this Indenture (including, for the avoidance of doubt, the obligation to pay any Additional Amounts under Section 4.10); provided, in each case, that the property into which acquires by sale the Notes will be convertible will be the stock or conveyance other equity of an entity that is a corporation for U.S. federal income tax purposes; (b) if as a result of such transaction the Reference Property is common stock or other securities of a third party, such third party shall fully and unconditionally guarantee all obligations of the Company or substantially all such Successor Company under the Notes and this Indenture (including, for the avoidance of doubt, the obligation to pay any Additional Amounts as set forth under Section 4.10); and (c) 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, assignment, conveyance, transfer, lease or other disposition of the properties and assets of one or more Subsidiaries of the Company that would, if the Company had held such properties and assets directly, have constituted the sale, assignment, conveyance, transfer, lease or other disposition of the properties and assets of the Company (orsubstantially as an entirety, in shall be deemed to be the case of a split-off (scission) sale, assignment, conveyance, transfer, lease or spin-off (apport partiel d’actif), the Person who has received the largest portion other disposition of the properties and assets relating to the Product) shall be a Person organized under the Laws of the United States of America or any State thereof or of France or of any other member of the European Union and shall expressly assume by Company substantially as an instrument supplemental hereto, executed and delivered entirety to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor another Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10.

Company May Consolidate, Etc. on Certain Terms. The (a) Subject to the provisions of Section 7.13(c), the Company covenants that it shall not merge (fusion) amalgamate or consolidate with, merge with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of its assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif)), unless (a) the Company shall be the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the properties and assets of the Company and its Subsidiaries on a consolidated basis to another Person, unless: (ori) the resulting, in surviving or transferee Person (the case of a split-off (scission) or spin-off (apport partiel d’actif“Successor Company”), if not the Person who has received Company, shall be (and, if the largest portion of the assets relating Company will remain a party to the ProductNotes and this Agreement after giving effect to such transaction and the requirements in respect thereof under this Agreement, is) shall be a Person corporation organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France Columbia, and the Successor Company (if not the Company) shall expressly assume, by an amendment to this Agreement, all of the obligations of the Company under the Notes and the other Operative Documents (to which the Company is a party); and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Agreement; (iii) if, upon the occurrence of any such transaction, (x) the Notes would become convertible pursuant to the terms of this Agreement into securities issued by an issuer other member than the resulting, surviving, transferee or successor corporation, and (y) such resulting, surviving, transferee or successor corporation is a wholly owned subsidiary of the European Union issuer of such securities into which the Notes have become convertible, such other issuer shall fully and unconditionally guarantee on a senior basis the resulting, surviving, transferee or successor corporation’s obligations under the Notes; and (iv) all the conditions specified in this Article 9 are met. Upon any such amalgamation, consolidation, merger, conveyance, transfer or lease, the Successor Company (if not the Company) shall expressly assume succeed to, and may exercise every right and power of the Company under this Agreement, and the Company shall be discharged from its obligations under the Notes and this Agreement except in the case of any such lease. For purposes of this Section 7.13, 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 an instrument supplemental heretothe Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company and its Subsidiaries to another Person. (b) In case of any such amalgamation, consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by amendment, executed and delivered to the Trustee, Holders and satisfactory in form satisfactory to the TrusteeHolders, of the due and punctual payment of the Securitiesprincipal of and accrued and unpaid interest on all of the Notes, according to their tenorthe due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement to be performed or observed by the Company, includingsuch Successor Company shall succeed to and, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) except in the case of a split-off lease of all or spin-offsubstantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part; provided, however, that, in the case of a sale, conveyance, transfer or lease to one or more of its Subsidiaries of all or substantially all of the properties and assets of the Company, the Notes will remain convertible into the Common Stock and into shares of Common Stock in accordance with this Agreement, but subject to adjustment (iif any) in accordance with this Agreement. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Holders; and, upon the order of such successor Person Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Agreement prescribed, the Successor Company shall issue and shall deliver, or cause to be issued and delivered, any Notes that previously shall have a corporate credit rating after been signed and delivered by the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) Officers of the Company shall have certified to the Trustee thatHolders, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Company’s knowledge based Holders. All the Notes so issued shall in all respects have the same legal rank and benefit under this Agreement as the Notes theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Section 7.13, the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10.named as the

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer, lease or convey otherwise dispose of all or substantially all of its properties and assets to any another Person (including in connection with a spinother than to one or more of the wholly-off transaction (apport partiel d’actif))owned Subsidiaries of the Company, unless unless: (a) the Company shall be the continuing Personresulting, surviving or the successor transferee Person or the Person which acquires by sale conveyance, transfer, lease or conveyance other disposition all or substantially all the assets of the Company Company’s properties and assets (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif“Successor Company”), if not the Person who has received the largest portion of the assets relating to the Product) Company, shall be a Person corporation, company, limited liability company, partnership, trust or other business entity organized and existing under the Laws laws of the United States of America or America, any State thereof thereof, the District of Columbia, the Cayman Islands, the British Virgin Islands, Bermuda or of France or of any other member of Hong Kong, the European Union and Successor Company (if not the Company) shall expressly assume assume, by an instrument a supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of indenture all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement to be performed or observed by the Company, Indenture (including, without limitationfor the avoidance of doubt, the provisions concerning governing law and consent obligation to jurisdiction set forth in pay Additional Amounts pursuant to Section 1.10 hereof, 4.07); (b) the Company, or such successor Person, as the case may be, shall not, immediately after giving effect to such merger transaction, no Default or consolidation, split-off, or such sale or conveyance, Event of Default shall have occurred and be in breach in the performance of any such covenant or condition and continuing under this Indenture; (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified undertaken commercially reasonable efforts to restructure the Trustee Notes so that, after any such transaction is given effect, any conversion of the Notes will be exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) thereof; and (d) if, upon the occurrence of any such transaction, (x) the Notes would become convertible pursuant to this Indenture into securities issued by an issuer other than the Successor Company, and (y) the Successor Company is a wholly owned subsidiary of the issuer of such securities into which the notes have become convertible, such other issuer shall fully and unconditionally guarantee on a senior basis the Successor Company’s knowledge based upon obligations under this Indenture and the reasons articulated in Notes. For purposes of this Section 11.01, the sale, conveyance, transfer, lease or disposition 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 certificateSubsidiaries, such successor Person is capable would constitute all or substantially all of fulfilling all obligations the properties and assets of the Company on a consolidated basis, shall be deemed to be assumed by it under the CVR Agreementsale, including conveyance, transfer or lease of all or substantially all of the covenant set forth in Section 7.10properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. The Nothing contained in this Indenture or in any of the Debt Securities shall prevent any consolidation or merger of the Company covenants that it shall not merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of whether or not affiliated with the Company), split-off (scission)or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or sell shall prevent any sale, conveyance or convey lease of all or substantially all of its assets the property of the Company to any other Person (including in connection whether or not affiliated with a spin-off transaction the Company) authorized to acquire and operate the same; provided, however, and the Company hereby covenants and agrees, that any such consolidation, merger, sale, conveyance (apport partiel d’actif)), unless excluding any pledge) or lease shall be upon the condition that (a) immediately after such consolidation, merger, sale, conveyance or lease the Person (whether the Company shall be the continuing or such other Person) formed by or surviving any such consolidation or merger, or to which such sale, conveyance or lease shall have been made, shall not be in default in the successor Person performance or observance of any of the terms, covenants and conditions of this Indenture to be kept or performed by the Company; (b) the Person (if other than the Company) formed by or surviving any such consolidation or merger or to which acquires by sale such sale, conveyance or conveyance all or substantially all the assets of the Company (orlease shall have been made, in the case of a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person organized under the Laws laws of the United States of America or any State thereof or of France or of any other member of the European Union state thereof; and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, (c) the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement Indenture to be performed or observed by the Company, includingshall be expressly assumed, without limitationby supplemental indenture satisfactory in form to the Trustee, executed and delivered to the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, Trustee by the Person (b) if other than the Company) formed by such consolidation, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) into which the Company shall have certified to been merged, or by the Trustee that, to the Company’s knowledge based upon the reasons articulated in Person which shall have acquired or leased such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10property.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of its properties and assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif))another Person, unless unless: (a) the Company shall be resulting, surviving or transferee Person (the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif“Successor Company”), if not the Person who has received the largest portion of the assets relating to the Product) Company, shall be a Person corporation, a limited liability company that is treated as a corporation for U.S. federal income tax purposes or a partnership that is treated as a corporation for U.S. federal income tax purposes, in each case, organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenorColumbia, and the due and punctual performance and observance of Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, 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. Upon any such consolidation, merger or sale, conveyance, transfer or lease, the resulting, surviving or transferee person (if not the Company) shall succeed to, or such successor Personand may exercise every right and power of, as the case may beCompany’s under the Indenture, and the Company shall notbe discharged from its obligations under the Notes and the Indenture, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) except in the case of a split-off any such lease. For purposes of this Section 11.01, the sale, conveyance, transfer or spin-off, (i) such successor Person shall have a corporate credit rating after lease of all or substantially all of the split-off properties and assets of one or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) 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 have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations be deemed to be assumed by it under the CVR Agreementsale, including conveyance, transfer or lease of all or substantially all of the covenant set forth in Section 7.10properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. The Company covenants that it shall not merge (fusion) or may consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)with, or sell merge into, or sell, lease or convey all or substantially all of its assets to to, any Person Person, provided that in any such case, (including in connection with a spin-off transaction (apport partiel d’actif)), unless (ai) either the Company shall be the continuing Personcorporation, or the successor Person corporation formed by such consolidation or into which the Company is merged or the Person which acquires by sale sale, lease or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the Company’s assets relating to the Product) shall be a Person corporation organized and existing under the Laws laws of the United States of America or any a State thereof or the District of France or of any other member of the European Union Columbia and such corporation shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and any interest on all the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement Indenture to be performed or observed by the CompanyCompany by supplemental indenture satisfactory to the Trustee, includingexecuted and delivered to the Trustee by such corporation, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (bii) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale sale, lease or conveyance, be in breach in the performance no Event of any such covenant Default or condition and (c) in the case no event which, after notice or lapse of a split-off time or spin-offboth, (i) such successor Person would become an Event of Default, shall have occurred and be continuing. The Company may not consolidate with, merge into, or sell, lease or convey all or substantially all of its assets to, another Person, if as a corporate credit rating after result of such consolidation, merger, sale, lease or conveyance, any property owned by the split-off Company or spin-off transaction from either Xxxxx’x Investor Servicesa Restricted Subsidiary immediately prior thereto would be subjected to a lien, Inc. unless (a) simultaneously therewith or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” prior thereto effective provision shall be made for the securing (equally and ratably with any other indebtedness of or their equivalent guaranteed by the Company then entitled thereto) of the due and punctual payment of the principal of and interest on all of the Securities equally and ratably with (iior prior to) the debt secured by such lien, or (b) the Company shall have certified would be permitted to create such lien pursuant to Section 4.05 or 4.07 without equally and ratably securing the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10Securities.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of the consolidated assets of the Company and its assets Subsidiaries, taken as a whole, to any Person (including in connection with a spin-off transaction (apport partiel d’actif))another Person, unless unless: (a) the Company resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of 1) a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person corporation organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France Columbia or of any other member (2) a corporation or entity treated as a corporation for U.S. federal income tax purposes organized and existing under the laws of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the TrusteeIslands of Bermuda, the due and punctual payment Netherlands, Belgium, Switzerland, Luxembourg, the Republic of Ireland, Canada or the Securities, according to their tenorUnited Kingdom, and the due and punctual performance and observance of Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement to be performed or observed by the Company, Indenture (including, without limitationfor the avoidance of doubt, the provisions concerning governing law and consent obligation to jurisdiction pay Additional Amounts, as set forth in Section 1.10 hereof, 4.09); (b) if the Company is not the resulting, surviving or transferee Person, the Successor Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and such supplemental indenture, if any, is authorized or permitted by, and complies with, this Indenture and with respect to such Opinion of Counsel, is the legal, valid and binding obligation of the Successor Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition subject to customary exceptions and qualifications; and (c) in the case immediately after giving effect to such transaction, no Default or Event of a split-off or spin-off, (i) such successor Person Default shall have a corporate credit rating after occurred and be continuing under this Indenture. For purposes of this Section 11.01, the split-off sale, conveyance, transfer or spin-off transaction from either Xxxxx’x Investor Services, Inc. lease of all or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” substantially all of the properties and assets of one or their equivalent and (ii) 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 have certified be deemed to be the Trustee thatsale, conveyance, transfer or lease of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10another Person.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of the consolidated assets of the Company and its assets consolidated subsidiaries, taken as a whole, to any Person (including in connection with a spin-off transaction (apport partiel d’actif))another Person, unless unless: (a) the Company shall be resulting, surviving or transferee Person (the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif“Successor Company”), if not the Person who has received the largest portion of the assets relating to the Product) Company, shall be a Person corporation organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenorColumbia, and the due and punctual performance and observance of Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, Indenture; and (b) the Company, or such successor Person, as the case may be, shall not, immediately after giving effect to such merger transaction, no Default or consolidationEvent of Default shall have occurred and be continuing under this Indenture; (c) if, split-off, or such sale or conveyance, be in breach in upon the performance occurrence of any such covenant transaction, (x) the Notes would become convertible into securities issued by an issuer other than the resulting, surviving, transferee or condition successor corporation, and (c) in the case of a split-off or spin-off, (iy) such resulting, surviving, transferee or successor Person corporation is a Wholly-Owned Subsidiary of the issuer of such securities into which the Notes have become convertible, such other issuer shall have fully and unconditionally guarantee on a corporate credit rating after senior basis the split-off resulting, surviving, transferee or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poorsuccessor corporation’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and obligations under the Notes; and (iid) the Company shall have certified delivered to the Trustee thatan Officer’s Certificate and Opinion of Counsel stating that such transaction complies with 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’s knowledge based upon Company instead of such Subsidiaries, would constitute all or substantially all of the reasons articulated 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. Notwithstanding the foregoing, this Article 11 shall not apply to (i) the Sale Transaction and (ii) any sale, conveyance, transfer or lease of assets between or among the Company and its direct or indirect Wholly-Owned Subsidiaries and, in such certificatean event, such successor Person is capable of fulfilling all the Company shall not be discharged from its obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10Notes and this Indenture.

Company May Consolidate, Etc. on Certain Terms. (a) The Company covenants that it shall not merge (fusion) or consolidate with or merge with or into any other or otherwise combine with another Person (other than a wholly-owned subsidiary one or more of the Company), split-off (scission’s Wholly Owned Subsidiaries), or sell sell, lease or convey otherwise transfer or dispose of all or substantially all of the Company’s and its assets Subsidiaries’ consolidated assets, taken as a whole, to any another Person (including in connection with a spin-off transaction (apport partiel d’actif)other than one or more of the Company’s Wholly Owned Subsidiaries), unless unless: (ai) the Company shall be is the continuing Person, surviving corporation or the successor resulting, surviving or transferee Person (if not the Company) (the “Successor Company”) is a corporation or the Person which acquires by sale Permitted Limited Liability Company or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person Permitted Partnership organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France or of any other member Columbia, and such Successor Company expressly assumes by supplemental indenture all of the European Union Company’s obligations under the Notes and this Indenture; (ii) the Company delivers an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent relating to such consolidation, merger or sale of assets have been complied with; and (iii) immediately after giving effect to such transaction, no Default or Event of Default shall expressly assume have occurred and be continuing under this Indenture. (b) Upon any such consolidation, merger, combination or sale, lease or other transfer or disposition and upon the assumption by an instrument the Successor Company, by supplemental heretoindenture, executed and delivered to the Trustee, Trustee and satisfactory in form satisfactory to the Trustee, of the due and punctual payment of the Securitiesprincipal of and accrued and unpaid interest on all of the Notes, according to their tenorthe due and punctual delivery and/or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement Indenture and the Notes to be performed or observed by the Company, includingsuch Successor Company shall succeed to, without limitationand may exercise every right and power of and be substituted for, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, with the same effect as if it had been named herein as the case may beparty of the first part, and the Company shall notbe discharged from its obligations under the Notes and this Indenture, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) except in the case of a split-off lease of all or spin-offsubstantially all assets. Such Successor Company thereupon may cause to be signed, (i) and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent been signed and (ii) delivered by an Officer of the Company shall have certified to the Trustee thatfor authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, combination or sale, transfer or disposition (but not in the case of a lease), upon compliance with this Article 11, the Person named as the “Company’s knowledge based upon ” in the reasons articulated in such certificate, such successor Person is capable first paragraph of fulfilling all this Indenture shall be released from its liabilities as obligor and maker of the Notes and from its obligations to be assumed by it under this Indenture and the CVR Agreement, including the covenant set forth in Section 7.10Notes.

Company May Consolidate, Etc. on Certain Terms. The Company covenants that it Article Eight of the Base Indenture shall not apply to the Notes. Instead, the provisions of this Article 11 shall, with respect to the Notes, supersede in its entirety Article Eight of the Base Indenture and all references in the Base Indenture to Article Eight thereof shall be deemed, for the purposes of the Notes, to be references to this Article 11. Subject to the provisions of Section 11.02, the Company shall not consolidate with, enter into a binding share exchange with, or merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, assign, convey, transfer, lease or convey otherwise dispose of all or substantially all of its properties and assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif))another Person, unless unless: (a) the Company shall be the continuing Person, or the successor Person or (the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scission“Successor Company”) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person is an entity organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenorColumbia, and the due and punctual performance and observance of Successor Company, if other than the Company, shall expressly assume, by supplemental indenture all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, Indenture; and (b) if as a result of such transaction, the CompanyNotes become convertible into common stock or other securities issued by a third party, such third party shall fully and unconditionally guarantee all obligations of the Company or such successor Person, as Successor Company under the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in Notes and the performance of any such covenant or condition and Indenture; (c) in the case immediately after giving effect to such transaction, no Default or Event of a split-off or spin-off, (i) such successor Person Default shall have a corporate credit rating after occurred and be continuing under the split-off Indenture. For purposes of this Section 11.01, any sale, assignment, conveyance, transfer, lease or spin-off transaction from either Xxxxx’x Investor Services, Inc. other disposition of properties and assets of one or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to more of the Company’s knowledge based upon Subsidiaries that would, if the reasons articulated in Company had held such certificateproperties and assets directly, have constituted the sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the Company’s properties and assets will be treated as such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10hereunder.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of ‎Section 11.02, the Company covenants that it shall not merge (fusion) amalgamate or consolidate with, merge with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of its properties and assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif))to, unless another Person, unless: (a) (x) the Company relevant transaction is a Permitted Sale Transaction or (y) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the continuing Personlaws of Canada, any province or territory thereof, the United States of America, any State thereof or the successor Person District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by executing and delivering to the Trustee, at or before the Person which acquires by sale or conveyance effective time of such business combination event, a supplemental indenture all or substantially all of the assets obligations of the Company under the Notes and this Indenture (orincluding, for the avoidance of doubt, the obligations to pay Additional Amounts as set forth in ‎Section 4.10); (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and (c) the Company (including, for the avoidance of doubt, in the case of a split-off (scissionPermitted Sale Transaction) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person organized under the Laws of the United States of America or any State thereof or of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement to be performed or observed by the Successor Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified delivered to the Trustee thatan officers’ certificate and an opinion of counsel from a nationally recognized law firm, each stating that (x) the amalgamation, consolidation, merger, sale, conveyance, transfer or lease and such supplemental indenture (if any) comply with the provisions of this Indenture, and (y) the transaction will not result in the Company or the Successor Company being required to make any deduction or withholding on account of certain Canadian taxes from any payments in respect of the Notes. 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. Notwithstanding the foregoing or anything in this Indenture to the Company’s knowledge based upon contrary, any Cybersecurity Asset Disposition shall not constitute a sale, conveyance, transfer or lease by the reasons articulated in such certificate, such successor Company of all or substantially all of its properties or assets to another Person is capable for purposes of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10this ‎Article 11.

Company May Consolidate, Etc. on Certain Terms. The Nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of the Company covenants that it shall not merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of whether or not affiliated with the Company), split-off (scission)or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or sell shall prevent any sale, conveyance or convey lease of all or substantially all of its assets the property of the Company to any other Person (including in connection whether or not affiliated with a spin-off transaction (apport partiel d’actif))the Company) authorized to acquire and operate the same; provided, unless however, and the Company hereby covenants and agrees, that any such consolidation, merger, sale, conveyance or lease shall be upon the condition that (a) immediately after such consolidation, merger, sale, conveyance or lease the Person (whether the Company shall be the continuing or such other Person) formed by or surviving any such consolidation or merger, or to which such sale, conveyance or lease shall have been made, shall not be in default in the successor Person performance or observance of any of the terms, covenants and conditions of the Indenture to be kept or performed by the Company; (b) the Person (if other than the Company) formed by or surviving any such consolidation or merger or to which acquires by sale such sale, conveyance or conveyance all or substantially all the assets of the Company (orlease shall have been made, in the case of a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person organized under the Laws laws of the United States of America or any State thereof or of France or of any other member of the European Union state thereof; and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, (c) the due and punctual payment of the SecuritiesPrincipal of and premium, according to their tenorif any, and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement the Indenture to be performed or observed by the Company, includingshall be expressly assumed, without limitationby supplemental indenture satisfactory in form to the Trustee, executed and delivered to the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, Trustee by the Person (b) if other than the Company) formed by such consolidation, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) into which the Company shall have certified to been merged, or by the Trustee that, to the Company’s knowledge based upon the reasons articulated in Person which shall have acquired or leased such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10property.

Company May Consolidate, Etc. on Certain Terms. The Company covenants that it shall not merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission), or sell or convey all or substantially all of its assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif)), unless (a) The Company shall not amalgamate or consolidate with, merge with or into, sell, convey, transfer or lease, or otherwise dispose of its and its Subsidiaries’ properties and assets, taken as a whole, substantially as an entirety to, or enter into a binding share exchange with another Person, unless: (i) (A) the Company shall be is the continuing Person, surviving entity or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of (B) if the Company is not the resulting, surviving or transferee Person (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif“Successor Company”), the resulting, surviving or transferee Person who has received the largest portion of the assets relating to the Product) shall be (I) a Person corporation organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France Columbia or (II) a corporation or entity treated as a corporation for U.S. Federal income tax purposes organized and existing under the laws of any other member jurisdiction, and in the case of either (b)(i) or (ii) the European Union and Successor Company (if not the Company) shall expressly assume assume, by an instrument supplemental heretoindenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the due and punctual payment obligations of the SecuritiesCompany under the Notes and this Indenture; (ii) immediately after giving effect to such transaction, according to their tenorno Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing under this Indenture; and (iii) the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof12.03 have been satisfied. Subject to the provisions of Section 12.02 with respect to a lease, upon any such amalgamation, consolidation, merger, sale, conveyance, transfer, lease or other disposition the Successor Company (b) if not the Company) shall succeed to, and may exercise every right and power of, the Company under this Indenture. For purposes of this Section 12.01, the sale, conveyance, transfer, lease or such successor other disposition of the properties and assets of one or more Subsidiaries of the Company substantially as an entirety to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute the properties and assets of the Company substantially as the case may bean entirety on a consolidated basis, shall notbe deemed to be the sale, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in transfer, lease or other disposition of the performance properties and assets of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified substantially as an entirety to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10another Person.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 14.03, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of its properties and assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif))another Person, unless unless: (a) the Company shall be resulting, surviving or transferee Person (the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif“Successor Company”), if not the Person who has received the largest portion of the assets relating to the Product) Company, shall be a Person corporation organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France or of any other member Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the European Union obligations of the Company under the Notes, this Indenture and the other Indenture Documents and shall expressly assume all of the Company’s obligations under the Registration Rights Agreement; and (b) immediately prior to such transaction and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. (c) each Guarantor shall have by supplemental indenture to this Indenture confirmed that its Subsidiary Guarantee shall apply to such Successor Company’s obligations under the Notes, this Indenture and the Indenture Documents; (d) the Successor Company (if not the Company) shall take such action (or agree to take such action) as may be reasonably necessary to cause any property or assets that constitute Collateral owned by or transferred to the Successor Company (if not the Company) to be subject to the Liens in the manner and to the extent required under the Indenture Documents; and (e) the Successor Company (if not the Company) will have delivered to the Trustee and the Collateral Trustee an instrument Officers’ Certificate and an Opinion of Counsel stating that such consolidation, merger, amalgamation or transfer, that such supplemental heretoindenture and other documents, if any, comply with this Indenture and that such supplemental indenture and the other documents described in clause (a) and (d) above have been duly authorized, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment constitute a valid and legally binding and enforceable obligations of the SecuritiesSuccessor Company party thereto, according subject to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10customary exceptions.

Company May Consolidate, Etc. on Certain Terms. The Company covenants that it shall will not merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)merge with or into, or sell convey, transfer or convey lease all or substantially all of its assets to and its Subsidiaries’ assets (taken as a whole) to, any Person (including in connection with a spin-off transaction (apport partiel d’actif))Person, unless unless: (a) the Company shall be resulting, surviving or transferee Person (the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scission“Successor Company”) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall will be a Person corporation, limited partnership or limited liability company organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France or of any other member of Columbia and the European Union and shall Successor Company (if not the Company) will expressly assume assume, by an instrument a supplemental heretoindenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the due and punctual payment obligations of the SecuritiesCompany under the Notes and the Indenture; provided that in the case where the Surviving Company is not a corporation, according a co-obligor on the Notes is a corporation; (b) immediately after giving effect to their tenorsuch transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (c) immediately after giving effect to such transaction, the Successor Company would have a Consolidated Coverage Ratio equal to or greater than the Consolidated Coverage Ratio of the Company immediately prior to such transaction or would be able to Incur an additional $1.00 of Indebtedness under Section 3.06(a). (d) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, predecessor Company (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) except in the case of a split-off lease of all or spin-off, (isubstantially all its assets) such successor Person shall have a corporate credit rating after will be released from the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent obligation to pay the principal of and (ii) interest on the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10Notes.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, ​ ​ ​ convey, transfer or convey lease all or substantially all of the consolidated assets of the Company, its assets Subsidiaries and its Consolidated Affiliated Entities, taken as a whole, to any Person (including in connection with a spin-off transaction (apport partiel d’actif))another Person, unless 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 Cayman Islands, the British Virgin Islands, Bermuda or Hong Kong 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 (including, for the avoidance of doubt, the obligation to pay Additional Amounts pursuant to Section 4.07); (b) if the Company will not be the resulting or surviving corporation, the Company shall have, at or prior to the effective date of such transaction, delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the execution and delivery of the supplemental indenture do not conflict with the requirements set forth in the Indenture and that all conditions precedent to the execution and delivery of such supplemental indenture have been satisfied; and (c) 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 continuing Personsale, conveyance, transfer or the successor Person or the Person which acquires by sale or conveyance lease of all or substantially all of the assets of one or more Subsidiaries or Consolidated Affiliated Entities of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries or Consolidated Affiliated Entities, would constitute all or substantially all of the assets of the Company (oron a consolidated basis, in the case of a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person organized under deemed to be the Laws sale, conveyance, transfer or lease of the United States of America all or any State thereof or of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of substantially all of the covenants and conditions consolidated assets of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10another Person.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of the consolidated assets of the Company, its assets Subsidiaries and its Variable Interest Entities, taken as a whole, to any Person (including in connection with a spin-off transaction (apport partiel d’actif))another Person, unless 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, any State thereof, the District of Columbia, the Cayman Islands, the British Virgin Islands, Bermuda or Hong Kong 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 (including, for the avoidance of doubt, the obligation to pay Additional Amounts pursuant to Section 4.07); (b) if the Company will not be the Successor Company, the Company shall have, at or prior to the effective date of such transaction, delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the execution and delivery of the supplemental indenture do not conflict with the requirements set forth in the Indenture and that all conditions precedent to the execution and delivery of such supplemental indenture have been satisfied and such Opinion of Counsel also stating that the Notes and this Indenture are the legal, valid, binding and enforceable obligations of the Successor Company; (c) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture with respect to the continuing PersonNotes; (d) the Company shall have undertaken commercially reasonable efforts to restructure the Notes so that, after giving effect to such transaction, any conversion of the Notes will be exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) thereof; (e) if, upon the occurrence of any such transaction, (x) the Notes would become convertible pursuant to the terms of this Indenture into securities issued by an issuer other than the Successor Company, and (y) such Successor Company is a wholly owned subsidiary of the issuer of such securities into which the Notes have become convertible, such other issuer shall fully and unconditionally guarantee on a senior basis the Successor Company’s obligations under the Notes; and (f) other conditions specified in this Indenture are met. For purposes of this Section 11.01, the sale, conveyance, transfer or the successor Person or the Person which acquires by sale or conveyance lease of all or substantially all of the assets of one or more Subsidiaries or Variable Interest Entities of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries or Variable Interest Entities, would constitute all or substantially all of the assets of the Company (oron a consolidated basis, in the case of a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person organized under deemed to be the Laws sale, conveyance, transfer or lease of the United States of America all or any State thereof or of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of substantially all of the covenants and conditions consolidated assets of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10another Person.

Company May Consolidate, Etc. on Certain Terms. The Company covenants that it shall not merge (fusion) amalgamate or consolidate with, consummate a binding share exchange with, merge with or into any other Person (other than a wholly-owned subsidiary of the Company)or convey, split-off (scission)transfer or lease its properties and assets substantially as an entirety to another Person, or sell or convey all or substantially all of its assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif)), unless unless: (a) the Company resulting, surviving transferee or successor Person (the “Successor Company”), if not the Company, shall be (and, if the continuing PersonCompany will remain a party to the Notes and this Indenture after giving effect to such transaction and the requirements in respect thereof under this Indenture, the Company is) a corporation organized or incorporated and existing under the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets laws of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif)Cayman Islands, the Person who has received United Kingdom, the largest portion Republic of the assets relating to the Product) shall be a Person organized under the Laws of Ireland or the United States of America or America, any State thereof or the District of France or of any other member of Columbia, and the European Union and Successor Company (if not the Company) shall expressly assume assume, by an instrument supplemental heretoindenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement Indenture as applicable to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, Notes; (b) the Company, or such successor Person, as the case may be, shall not, immediately after giving effect to such merger transaction, no Default or consolidationEvent of Default shall have occurred and be continuing under this Indenture with respect to the Notes; (c) if, split-off, or such sale or conveyance, be in breach in upon the performance occurrence of any such covenant transaction, the Notes would become convertible into, or condition exchangeable for, securities issued by an issuer other than the resulting, surviving, transferee or successor corporation pursuant to the terms of this Indenture, then (x) such securities are Common Equity securities issued by a corporation organized or incorporated and existing under the laws of the Cayman Islands, the United Kingdom, the Republic of Ireland or the United States of America, any State thereof or the District of Columbia and (cy) if such resulting, surviving, transferee or successor corporation is a wholly owned subsidiary of the issuer of such securities based on which the Notes have become convertible or exchangeable, such other issuer shall fully and unconditionally guarantee on a senior basis the resulting, surviving, transferee or successor corporation’s obligations under the Notes; and (d) all the conditions specified in this Article 9 are met. As used in this Article 9, the term “corporation” shall include any entity that is (i) incorporated in the Cayman Islands as an exempted company with limited liability, (ii) incorporated and registered in the Republic of Ireland as a public limited company, or (iii) incorporated under the laws of England and Wales as a public limited company and, in each case, that is treated as a corporation for purposes of U.S. federal income taxes. Upon any such amalgamation, consolidation, merger, conveyance, share exchange, transfer or lease, the Successor Company (if not the Company) shall succeed to, and may exercise every right and power of the Company under this Indenture, and (except in the case of a lease) the Company shall be discharged from its obligations under the Notes and the Indenture except in the case of any such lease. For purposes of this Section 9.01, (i) in the case of an amalgamation, consolidation, merger or binding share exchange pursuant to which the Company becomes a split-off or spin-offSubsidiary of one of its Subsidiaries (the “Successor Subsidiary”) and holders of Common Shares prior to such transaction become holders of Common Equity of such Successor Subsidiary, (i) such successor Person the term “successor” shall have a corporate credit rating after be deemed to refer to the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent Successor Subsidiary and (ii) the conveyance, transfer or lease of the properties and assets of one or more Subsidiaries of the Company substantially as an entirety to another Person, which properties and assets, if held by the Company instead of such Subsidiary or Subsidiaries, would constitute the properties and assets of the Company substantially as an entirety on a consolidated basis, shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations be deemed to be assumed by it under the CVR Agreement, including transfer of the covenant set forth in Section 7.10properties and assets of the Company substantially as an entirety to another Person.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.03, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of the consolidated assets of the Company and its assets Subsidiaries, taken as a whole, to any Person (including in connection with a spin-off transaction (apport partiel d’actif))another Person, unless unless: (a) the Company resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of 1) a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person corporation organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France Columbia or of any other member (2) a corporation or entity treated as a corporation for U.S. federal income tax purposes organized and existing under the laws of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the TrusteeIslands of Bermuda, the due and punctual payment Netherlands, Belgium, Switzerland, Luxembourg, the Republic of Ireland, Canada or the Securities, according to their tenorUnited Kingdom, and the due and punctual performance and observance of Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement to be performed or observed by the Company, Indenture (including, without limitationfor the avoidance of doubt, the provisions concerning governing law and consent obligation to jurisdiction pay Additional Amounts, as set forth in Section 1.10 hereof, 4.09); (b) if the CompanyCompany is not the resulting, surviving or such successor transferee Person, as the case may beSuccessor Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, shall not, immediately after each stating that such merger or consolidation, split-offmerger, or such sale or sale, conveyance, be in breach in transfer or lease and such supplemental indenture, if any, is authorized or permitted by, and complies with, the performance of any such covenant or condition and Indenture; and (c) in the case immediately after giving effect to such transaction, no Default or Event of a split-off or spin-off, (i) such successor Person Default shall have a corporate credit rating after occurred and be continuing under the split-off Indenture. For purposes of this Section 11.02, the sale, conveyance, transfer or spin-off transaction from either Xxxxx’x Investor Services, Inc. lease of all or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” substantially all of the properties and assets of one or their equivalent and (ii) 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 have certified be deemed to be the Trustee thatsale, conveyance, transfer or lease of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10another Person.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02 (Successor Corporation to Be Substituted), the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer, lease or convey otherwise dispose of all or substantially all of its properties and assets to any another Person (including in connection with a spinother than to one or more of the wholly-off transaction (apport partiel d’actif))owned Subsidiaries of the Company, unless unless: (a) the Company shall be the continuing Personresulting, surviving or the successor transferee Person or the Person which acquires by sale conveyance, transfer, lease or conveyance other disposition all or substantially all the assets of the Company Company’s properties and assets (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif“Successor Company”), if not the Person who has received the largest portion of the assets relating to the Product) Company, shall be a Person corporation, company, limited liability company, partnership, trust or other business entity organized and existing under the Laws laws of the United States of America or America, any State thereof or of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trusteethereof, the due and punctual payment District of Columbia, the SecuritiesCayman Islands, according to their tenorthe British Virgin Islands, Bermuda or Hong Kong, and the due and punctual performance and observance of Successor Company (if not the Company) shall expressly assume, by a supplemental indenture all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement to be performed or observed by the Company, Indenture (including, without limitationfor the avoidance of doubt, the provisions concerning governing law and consent obligation to jurisdiction set forth in pay Additional Amounts pursuant to Section 1.10 hereof, 4.07 (Additional Amounts)); (b) the Company, or such successor Person, as the case may be, shall not, immediately after giving effect to such merger transaction, no Default or consolidation, split-off, or such sale or conveyance, Event of Default shall have occurred and be in breach in the performance of any such covenant or condition and continuing under this Indenture; (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified undertaken commercially reasonable efforts to restructure the Notes so that, after any such transaction is given effect, any conversion of the Notes will be exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) thereof; and (d) if, upon the occurrence of any such transaction, (x) the Notes would become convertible pursuant to the Trustee thatterms of this Indenture into securities issued by an issuer other than the Successor Company, to and (y) the Successor Company is a wholly-owned Subsidiary of the issuer of such securities into which the Notes have become convertible, such other issuer shall fully and unconditionally guarantee on a senior basis the Successor Company’s knowledge based upon obligations under this Indenture and the reasons articulated in Notes. For purposes of this Section 11.01 (Company May Consolidate, Etc. on Certain Terms), the sale, conveyance, transfer, lease or disposition 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 certificateSubsidiaries, such successor Person is capable would constitute all or substantially all of fulfilling all obligations the properties and assets of the Company on a consolidated basis, shall be deemed to be assumed by it under the CVR Agreementsale, including conveyance, transfer, lease or disposition of all or substantially all of the covenant set forth in Section 7.10properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. (a) The Company covenants that it shall not merge (fusion) or consolidate with or merge with or into any other or otherwise combine with another Person unless: (other than a wholly-owned subsidiary of the Company), split-off (scission), or sell or convey all or substantially all of its assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif)), unless (ai) the Company shall be is the continuing Person, surviving corporation or the successor resulting, surviving or transferee Person or (if not the Person which acquires by sale or conveyance all or substantially all Company) (the assets of the Company (or, in the case of “Successor Company”) is a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person corporation organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France or Columbia, Canada, any province of Canada, the European Economic Area, any other member state of the European Union Economic Area, Switzerland, the United Kingdom, Japan or Australia, and such corporation (if not the Company) expressly assumes by supplemental indenture all of the Company’s obligations under the Notes and this Indenture; and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall expressly assume have occurred and be continuing under this Indenture. (b) Upon any such consolidation, merger or combination and upon the assumption by an instrument the Successor Company, by supplemental heretoindenture, executed and delivered to the Trustee, Trustee and reasonably satisfactory in form satisfactory to the Trustee, of the due and punctual payment of the Securitiesprincipal of and accrued and unpaid interest on all of the Notes, according to their tenorthe due and punctual delivery and/or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement Indenture and the Notes to be performed or observed by the Company, includingsuch Successor Company (if not the Company) shall succeed to, without limitationand may exercise every right and power of and be substituted for, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, with the same effect as if it had been named herein as the case party of the first part, and the Company shall be discharged from its obligations under the Notes and this Indenture. Such Successor Company thereupon may because to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall notnot have been signed by the Company and delivered to the Trustee; and, immediately after upon the order of such merger or consolidationSuccessor Company instead of the Company and subject to all the terms, split-offconditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by an Officer of the Company to the Trustee for authentication, and any Notes that such sale Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or conveyance, be thereafter issued in breach in accordance with the performance terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such covenant consolidation, merger or condition and (c) combination, upon compliance with this Article 11, the Person named as the “Company” in the case first paragraph of a split-off or spin-off, (i) such successor Person this Indenture shall have a corporate credit rating after be released from its liabilities as obligor and maker of the split-off or spin-off transaction Notes and from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent its obligations under this Indenture and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10Notes.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of its the properties and assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif))of the Company to, unless another Person, unless: (a) Either (i) the Company shall be is the continuing PersonPerson surviving such merger or consolidation, or (ii) the successor Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which who acquires by sale conveyance or conveyance transfer or which leases all or substantially all the assets of the Company Company’s assets (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif“Successor Person”), the Person who has received the largest portion of the assets relating to the Product) shall be a Person corporation organized and validly existing under the Laws laws of the United States of America or America, any State thereof or the District of France or of any other member Columbia, and in the case where there is a Successor Person, such Successor Person shall expressly assume, by supplemental indenture all of the European Union obligations of the Company under the Notes and this Indenture; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; (c) to the extent any assets of the Person which is merged, consolidated or amalgamated with or into such Company are assets of the type which would constitute Collateral under the Notes Security Documents, such Person or the Successor Person will take such action, if any, as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the applicable Notes Security Documents in the manner and to the extent required in this Indenture or the applicable Notes Security Documents and shall expressly assume take all reasonably necessary action so that such Lien in perfected to the extent required by an instrument supplemental heretothe applicable Notes Security Documents; and (d) in such transaction where there is a Successor Person other than the Company, executed the Company and the Successor Person shall have delivered to the Trustee, Trustee the Officer’s Certificate and an Opinion of Counsel provided for in form satisfactory to the TrusteeSection 11.03. For purposes of this Section 11.01, the due and punctual payment sale, conveyance, transfer or lease of the Securities, according to their tenor, and the due and punctual performance and observance of all or substantially all of the covenants properties and conditions assets of this CVR Agreement 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 performed or observed by the Companysale, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in transfer or lease of all or substantially all of the performance properties and assets of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10another Person.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of the consolidated assets of the Company and its assets Subsidiaries, taken as a whole, to any Person (including in connection with a spin-off transaction (apport partiel d’actif))another Person, unless 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, the District of Columbia, the Cayman Islands, the British Virgin Islands, Mauritius, Bermuda, Singapore or Hong Kong, 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 (including, for the avoidance of doubt, the obligation to pay Additional Amounts pursuant to Section 4.07); (b) if the Company will not be the resulting or surviving corporation, the Company shall have, at or prior to the effective date of such transaction, delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the execution and delivery of the supplemental indenture do not conflict with the requirements set forth in this Indenture and that all conditions precedent to the execution and delivery of such supplemental indenture have been satisfied; and (c) 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 continuing Personsale, conveyance, transfer or the successor Person or the Person which acquires by sale or conveyance lease of all or substantially all of the assets of one or more Subsidiaries or Consolidated Affiliated Entities of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries or Consolidated Affiliated Entities, would constitute all or substantially all of the assets of the Company (oron a consolidated basis, in the case of a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person organized under deemed to be the Laws sale, conveyance, transfer or lease of the United States of America all or any State thereof or of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of substantially all of the covenants and conditions consolidated assets of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10another Person.

Company May Consolidate, Etc. on Certain Terms. The Nothing contained in this Indenture or in the Debt Securities shall prevent any consolidation or merger of the Company covenants that it shall not merge (fusion) or consolidate with or into any other Person corporation or corporations (other than a wholly-owned subsidiary of whether or not affiliated with the Company), split-off (scission)) or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or sell shall prevent any sale, conveyance, transfer or convey other disposition of all or substantially all of its assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif)), unless (a) the Company shall be the continuing Person, property or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets capital stock of the Company or its successor or successors, to any other corporation (orwhether or not affiliated with the Company, in or its successor or successors) authorized to acquire and operate the case of a split-off same; provided, however, that the Company hereby covenants and agrees that, (scissioni) or spin-off upon any such consolidation, merger (apport partiel d’actifwhere the Company is not the surviving corporation), sale, conveyance, transfer or other disposition, the Person who has received the largest portion of the assets relating to the Product) successor entity shall be a Person corporation organized and existing under the Laws laws of the United States of America or any State state thereof or the District of France or of any other member Columbia (unless such corporation has (1) agreed to make all payments due in respect of the European Union Debt Securities or, if outstanding, the Capital Securities and shall expressly assume 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 an instrument supplemental hereto, executed and delivered to the Trusteeapplicable law, in form satisfactory which case such corporation shall have agreed to pay such additional amounts as shall be required so that the Trustee, the due net amounts received and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement to be performed or observed retained by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, holders of such Debt Securities or such successor PersonCapital Securities, as the case may be, shall notafter payment of all taxes (including withholding taxes), immediately after duties, assessments or other governmental charges, will be equal to the amounts that such merger holders would have received and retained had no such taxes (including withholding taxes), duties, assessments or consolidationother governmental charges been imposed, split-off, or such sale or conveyance, be in breach in (2) irrevocably and unconditionally consented and submitted to the performance jurisdiction of any United States federal court or New York state court, in each case located in The City of New York, Borough of Manhattan, in respect of any action, suit or proceeding against it arising out of or in connection with this Indenture, the Debt Securities, the Capital Securities Guarantee or the Declaration and irrevocably and unconditionally waived, to the fullest extent permitted by law, any objection to the laying of venue in any such covenant court or condition that any such action, suit or proceeding has been brought in an inconvenient forum and (c3) irrevocably appointed an agent in The City of New York for service of process in any action, suit or proceeding referred to in clause (2) above) and such corporation expressly assumes all of the case obligations of a split-off or spin-offthe Company under the Debt Securities, (i) such successor Person shall have a corporate credit rating after this Indenture, the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent Capital Securities Guarantee and the Declaration and (ii) the Company after giving effect to any such consolidation, merger, sale, conveyance, transfer or other disposition, no Default or Event of Default shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to occurred and be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10continuing.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer, lease or convey otherwise dispose of all or substantially all of its properties and assets to any another Person (including in connection with a spinother than to one or more of the wholly-off transaction (apport partiel d’actif))owned Subsidiaries of the Company, unless unless: (a) the Company shall be the continuing Personresulting, surviving or the successor transferee Person or the Person which acquires by sale conveyance, transfer, lease or conveyance other disposition all or substantially all the assets of the Company Company’s properties and assets (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif“Successor Company”), if not the Person who has received the largest portion of the assets relating to the Product) Company, shall be a Person corporation, limited liability company, partnership, trust or other business entity organized and existing under the Laws laws of the United States of America or America, any State thereof thereof, the District of Columbia, the Xxxxxx Xxxxxxx, xxx Xxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx, Xxxx Xxxx or of France or of any other member of the European Union and United Kingdom, the Successor Company (if not the Company) shall expressly assume assume, by an instrument a supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of indenture all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement to be performed or observed by the Company, Indenture (including, without limitationfor the avoidance of doubt, the provisions concerning governing law and consent obligation to jurisdiction set forth in pay Additional Amounts pursuant to Section 1.10 hereof, 4.07); (b) the Company, or such successor Person, as the case may be, shall not, immediately after giving effect to such merger transaction, no Default or consolidation, split-off, or such sale or conveyance, Event of Default shall have occurred and be in breach in the performance of any such covenant or condition and continuing under this Indenture; (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified undertaken commercially reasonable efforts to restructure the Trustee Notes so that, after any such transaction is given effect, any conversion of the Notes will be exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) thereof; and (d) if, upon the occurrence of any such transaction, (x) the Notes would become convertible pursuant to this Indenture into securities issued by an issuer other than the Successor Company, and (y) the Successor Company is a wholly owned subsidiary of the issuer of such securities into which the notes have become convertible, such other issuer shall fully and unconditionally guarantee on a senior basis the Successor Company’s knowledge based upon obligations under this Indenture and the reasons articulated in Notes. For purposes of this Section 11.01, the sale, conveyance, transfer, lease or disposition 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 certificateSubsidiaries, such successor Person is capable would constitute all or substantially all of fulfilling all obligations the properties and assets of the Company on a consolidated basis, shall be deemed to be assumed by it under the CVR Agreementsale, including conveyance, transfer or lease of all or substantially all of the covenant set forth in Section 7.10properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. The Nothing contained in this Indenture or in any of the Notes shall prevent any consolidation, amalgamation or merger of the Company covenants that it shall not merge (fusion) or consolidate with or into any other Person or Persons (other than a wholly-owned subsidiary of whether or not affiliated with the Company), split-off (scission)or successive consolidations, amalgamations or mergers in which the Company or its successor or successors shall be a party or parties, or sell or convey all or substantially all of its assets to shall prevent any Person (including in connection with a spin-off transaction (apport partiel d’actif))sale, unless (a) the Company shall be the continuing Personlease, or the successor Person or the Person which acquires by sale transfer or conveyance of all or substantially all the assets property of the Company to any other Person (orwhether or not affiliated with the Company) authorized to acquire and operate the same; provided, however, and the Company hereby covenants and agrees, that any such consolidation, amalgamation, merger, sale, lease, transfer or conveyance shall be upon the condition that (a) immediately after such consolidation, amalgamation, merger, sale, lease, transfer or conveyance the Person (whether the Company or such other corporation) formed by or surviving any such consolidation, amalgamation or merger, or to which such sale, lease, transfer or conveyance shall have been made, shall not be in default in the case performance or observance of a split-off any of the terms, covenants and conditions of this Indenture to be kept or performed by the Company; (scissionb) or spin-off (apport partiel d’actif), the Person who has received (if other than the largest portion of the assets relating Company) formed by or surviving any such consolidation, amalgamation or merger or to the Product) which such sale, lease, transfer or conveyance shall have been made, shall be a Person organized under the Laws laws of Canada or a province thereof or the United States of America or any State a state thereof or the District of France or of any other member of the European Union Columbia; and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, (c) the due and punctual payment of the Securitiesprincipal of and premium, if any, and interest on all the Notes, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement Indenture to be performed or observed by the Company, includingshall be expressly assumed, without limitationby supplemental indenture satisfactory in form to the Trustee, executed and delivered to the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, Trustee by the Person (b) if other than the Company, or ) formed by such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, amalgamation or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) into which the Company shall have certified to been amalgamated or merged, or by the Trustee that, to the Company’s knowledge based upon the reasons articulated in Person which shall have acquired or leased such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10property.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of its properties and assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif))another Person, unless unless: (a) the Company shall be resulting, surviving or transferee Person (the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif“Successor Company”), if not the Person who has received the largest portion of the assets relating to the Product) Company, shall be a Person corporation organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenorColumbia, and the due and punctual performance and observance of Successor Company (if not the Company) shall expressly assume, by supplemental indenture, all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, Indenture; (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified delivered to the Trustee thatan Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and such supplemental indenture, if any, complies with, this Indenture; and (c) 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 Company’s knowledge based upon sale, conveyance, transfer or lease of all or substantially all of the reasons articulated in 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 certificateSubsidiaries, such successor Person is capable would constitute all or substantially all of fulfilling all obligations the properties and assets of the Company on a consolidated basis, shall be deemed to be assumed by it under the CVR Agreementsale, including conveyance, transfer or lease of all or substantially all of the covenant set forth in Section 7.10properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of its properties and assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif))another Person, unless unless: (a) the Company shall be resulting, surviving or transferee Person (the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif“Successor Company”), if not the Person who has received the largest portion of the assets relating to the Product) Company, shall be a Person corporation organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenorColumbia, and the due and punctual performance and observance of Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, Indenture; (b) if, upon the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance occurrence of any such covenant transaction, (x) the Notes would become convertible pursuant to the terms of this Indenture into securities issued by an issuer other than such Successor Company, and (y) such Successor Company is a wholly owned subsidiary of the issuer of such securities into which the Notes have become convertible, such other issuer shall fully and unconditionally guarantee on a senior basis the resulting, surviving, or condition and transferee person’s obligations under the notes; and (c) in the case immediately after giving effect to such transaction, no Default or Event of a split-off or spin-off, (i) such successor Person Default shall have a corporate credit rating after occurred and be continuing under this Indenture. For purposes of this Section 11.01, the split-off sale, conveyance, transfer or spin-off transaction from either Xxxxx’x Investor Services, Inc. lease of all or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” substantially all of the properties and assets of one or their equivalent and (ii) 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 have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations be deemed to be assumed by it under the CVR Agreementsale, including conveyance, transfer or lease of all or substantially all of the covenant set forth in Section 7.10properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease, all or substantially all of its the consolidated assets of the Company and the Company’s Subsidiaries, taken as a whole, to any Person (including in connection with a spin-off transaction (apport partiel d’actif))another Person, unless 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 or England and Wales, 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 (including, for the avoidance of doubt, the obligation to pay Additional Amounts pursuant to Section 4.03); (b) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing under this Indenture; and (c) if the Company is not the Successor Company, the Successor Company shall be have delivered to the continuing PersonTrustee an Officer’s Certificate and Opinion of Counsel from outside legal counsel of recognized standing, each stating that such consolidation, merger, sale, conveyance, transfer or lease complies with this Indenture and that such supplemental indenture is authorized or permitted by this Indenture and such Opinion of Counsel stating that the successor Person supplemental indenture is the valid and binding obligation of the Successor Company, subject to customary exceptions and qualifications. For purposes of this Section 11.01, the sale, conveyance, transfer or the Person which acquires by sale or conveyance lease of all or substantially all of the assets of one or more Subsidiaries of the Company to another Person, which assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the assets of the Company (oron a consolidated basis, in shall be deemed to be the case sale, conveyance, transfer or lease of a split-off (scission) all or spin-off (apport partiel d’actif), the Person who has received the largest portion substantially all of the assets relating to the Product) shall be a Person organized under the Laws of the United States of America or any State thereof or of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered Company to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor another Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10.

Company May Consolidate, Etc. on Certain Terms. The (a) Subject to the provisions of Section 7.15(c), the Company covenants that it shall not merge (fusion) amalgamate or consolidate with, merge with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of its assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif)), unless (a) the Company shall be the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the properties and assets of the Company and its Subsidiaries on a consolidated basis to another Person, unless: (ori) the resulting, in surviving or transferee Person (the case of a split-off (scission) or spin-off (apport partiel d’actif“Successor Company”), if not the Person who has received Company, shall be (and, if the largest portion of the assets relating Company, will remain a party to the ProductGuaranteed Notes and this Agreement after giving effect to such transaction and the requirements in respect thereof under this Agreement, is) shall be a Person corporation organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France Columbia, and the Successor Company (if not the Company) shall expressly assume, by an amendment to this Agreement, all of the obligations of the Company under the Guaranteed Notes and the other Operative Documents to which the Company is a party (other than the Exchange Agreement (New Convertible Notes) and the New Convertible Notes); (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Agreement; and (iii) all the conditions specified in this Article VII are met. Upon any such amalgamation, consolidation, merger, conveyance, transfer or lease, the Successor Company (if not the Company) shall succeed to, and may exercise every right and power of the Company under this Agreement, and the Company shall be discharged from its obligations under the Guaranteed Notes, this Agreement and each other Operative Document (other than the Exchange Agreement (New Convertible Notes) and the New Convertible Notes except in the case of any other member such lease). For purposes of this Section 7.15, the sale, conveyance, transfer or lease of all or substantially all of the European Union 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 consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, shall expressly assume be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company and its Subsidiaries to another Person. (b) In case of any such amalgamation, consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by an instrument supplemental heretothe Successor Company, by amendment, executed and delivered to the Trustee, Holders and satisfactory in form satisfactory to the TrusteeHolders, of the due and punctual payment of the Securitiesprincipal of and accrued and unpaid interest on all of the Guaranteed Notes, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement to be performed or observed by the Company, includingsuch Successor Company shall succeed to and, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) except in the case of a split-off lease of all or spin-offsubstantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Guaranteed Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Holders; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Agreement prescribed, the Successor Company shall issue and shall deliver, or cause to be issued and delivered, any Guaranteed Notes that previously shall have been signed and delivered by the Officers of the Company to the Holders, and any Guaranteed Notes that such Successor Company thereafter shall cause to be signed and delivered to the Holders. All the Guaranteed Notes so issued shall in all respects have the same legal rank and benefit under this Agreement as the Guaranteed Notes theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Guaranteed Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (ibut not in the case of a lease), upon compliance with this Section 7.15, the Person named as the “Company” in the first paragraph of this Agreement (or any successor that shall thereafter have become such in the manner prescribed in this Section 7.15) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such successor Person shall have a corporate credit rating after be released from its liabilities as obligor and maker of the split-off Guaranteed Notes and discharged from its obligations under this Agreement, the Registration Rights Agreement and the Guaranteed Notes. In case of any such amalgamation, consolidation, merger, sale, conveyance, transfer or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificatelease, such successor Person is capable of fulfilling all obligations changes in phraseology and form (but not in substance) may be made in the Guaranteed Notes thereafter to be assumed by it under issued as may be appropriate. (c) In the CVR case of any such amalgamation, consolidation, merger, sale, conveyance, transfer or lease, the Holders shall receive an Officer’s certificate stating that any such amalgamation, consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if an amendment hereto is required in connection with such transaction, such amendment, complies with the provisions of this Agreement, including the covenant set forth in Section 7.10.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of the consolidated assets of the Company and its assets consolidated subsidiaries, taken as a whole, to any another Person (including in connection with a spin-off transaction (apport partiel d’actif)), unless unless: (a) the Company shall be resulting, surviving or transferee Person (the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif“Successor Company”), if not the Person who has received the largest portion of the assets relating to the Product) Company, shall be a Person corporation organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenorColumbia, and the due and punctual performance and observance of Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, Indenture; (b) the Company, or such successor Person, as the case may be, shall not, immediately after giving effect to such merger transaction, no Default or consolidationEvent of Default shall have occurred and be continuing under this Indenture; (c) if, split-off, or such sale or conveyance, be in breach in upon the performance occurrence of any such covenant transaction, (x) the Notes would become convertible into securities issued by an issuer other than the resulting, surviving, transferee or condition successor corporation, and (c) in the case of a split-off or spin-off, (iy) such resulting, surviving, transferee or successor corporation is a Wholly Owned Subsidiary of the issuer of such securities into which the Notes have become convertible, such other issuer shall fully and unconditionally guarantee on a senior basis the resulting, surviving, transferee or successor corporation’s obligations under the Notes; and (d) each Guarantor, unless such Guarantor is the Person with which the Company has entered into a transaction under this Section 11.01, will have confirmed in writing that its Guarantee will continue to apply to the Obligations of the Company or the surviving entity in accordance with the Notes and 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 have a corporate credit rating after be deemed to be the split-off sale, conveyance, transfer or spin-off transaction from either Xxxxx’x Investor Serviceslease of all or substantially all of the properties and assets of the Company to another Person. Notwithstanding the foregoing, Inc. this Article 11 shall not apply to any sale, conveyance, transfer or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” lease of assets between or their equivalent among the Company and (ii) its direct or indirect Wholly Owned Subsidiaries and, in such an event, the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all not be discharged from its obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10Notes and this Indenture.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)merge with or into, or sell sell, convey, transfer, lease or convey otherwise dispose of all or substantially all of its properties and assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif))to, unless another Person, unless: (a) the Company resulting, surviving, transferee or successor Person (the “Continuing Entity”), if not the Company, shall be a corporation organized and existing under the laws of the Cayman Islands, the British Virgin Islands, Bermuda or Hong Kong, and the Continuing Entity (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture (including, for the avoidance of doubt, the obligation to pay Additional Amounts pursuant to Section 4.07(a)); (b) immediately after giving effect to such transaction, no Default has occurred and is continuing Personunder this Indenture; and (c) if, upon the occurrence of any such consolidation, merger, sale, conveyance, transfer, lease or other disposal, the successor Person Notes would become convertible into or exchangeable for, pursuant to the Person which acquires terms of this Indenture, securities issued by sale an issuer other than the Continuing Entity, such other issuer shall fully and unconditionally guarantee on a senior basis the Continuing Entity’s obligations under the Notes. For purposes of this Section 11.01, the sale, conveyance, transfer or conveyance 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 (oron a consolidated basis, in the case of a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person organized under deemed to be the Laws sale, conveyance, transfer or lease of the United States of America all or any State thereof or of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of substantially all of the covenants properties and conditions assets of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10another Person.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02 (Successor Corporation to Be Substituted), the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer, lease or convey otherwise dispose of all or substantially all of its properties and assets to any another Person (including in connection with a spinother than to one or more of the wholly-off transaction (apport partiel d’actif))owned Subsidiaries of the Company, unless unless: (a) the Company shall be the continuing Personresulting, surviving or the successor transferee Person or the Person which acquires by sale conveyance, transfer, lease or conveyance other disposition all or substantially all the assets of the Company Company’s properties and assets (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif“Successor Company”), if not the Person who has received the largest portion of the assets relating to the Product) Company, shall be a Person corporation, company, limited liability company, partnership, trust or other business entity organized and existing under the Laws laws of the United States of America or America, any State thereof or of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trusteethereof, the due and punctual payment District of Columbia, the SecuritiesCayman Islands, according to their tenorthe British Virgin Islands, Bermuda or Hong Kong, and the due and punctual performance and observance of Successor Company (if not the Company) shall expressly assume, by a supplemental indenture all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement to be performed or observed by the Company, Indenture (including, without limitationfor the avoidance of doubt, the provisions concerning governing law and consent obligation to jurisdiction set forth in pay Additional Amounts pursuant to Section 1.10 hereof, 4.07 (Additional Amounts)); (b) the Company, or such successor Person, as the case may be, shall not, immediately after giving effect to such merger transaction, no Default or consolidation, split-off, or such sale or conveyance, Event of Default shall have occurred and be in breach in the performance of any such covenant or condition and continuing under this Indenture; (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified undertaken commercially reasonable efforts to restructure the Notes so that, after any such transaction is given effect, any conversion of the Notes will be exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) thereof; and (d) if, upon the occurrence of any such transaction, (x) the Notes would become convertible pursuant to the Trustee thatterms of this Indenture into securities issued by an issuer other than the Successor Company, to and (y) the Successor Company is a wholly owned subsidiary of the issuer of such securities into which the Notes have become convertible, such other issuer shall fully and unconditionally guarantee on a senior basis the Successor Company’s knowledge based upon obligations under this Indenture and the reasons articulated in Notes. For purposes of this Section 11.01 (Company May Consolidate, Etc. on Certain Terms), the sale, conveyance, transfer, lease or disposition 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 certificateSubsidiaries, such successor Person is capable would constitute all or substantially all of fulfilling all obligations the properties and assets of the Company on a consolidated basis, shall be deemed to be assumed by it under the CVR Agreementsale, including conveyance, transfer, lease or disposition of all or substantially all of the covenant set forth in Section 7.10properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of its properties and assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif))another Person, unless unless: (a) the Company shall be resulting, surviving or transferee Person (the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif“Successor Company”), if not the Person who has received the largest portion of the assets relating to the Product) Company, shall be a Person corporation organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France Columbia or of any other member of the European Union Cayman Islands and the Successor Company (if not the Company) shall expressly assume assume, by an instrument supplemental heretoindenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement to be performed or observed by the Company, Indenture (including, without limitationfor the avoidance of doubt, the provisions concerning governing law and consent obligation to jurisdiction set forth in pay Additional Amounts pursuant to Section 1.10 hereof, 4.07(a)); (b) the Company, or such successor Person, as the case may be, shall not, immediately after giving effect to such merger transaction, no Default or consolidationEvent of Default shall have occurred and be continuing under this Indenture; and (c) if, split-offpursuant to Section 14.07, or such sale or conveyance, be in breach in upon the performance occurrence of any such covenant consolidation, merger, sale, conveyance, transfer or condition lease, the Notes would become convertible into securities issued by an issuer other than the Successor Company, such other issuer of the securities into which the Notes have become convertible shall fully and (c) in unconditionally guarantee on a senior basis the case Successor Company’s obligations under the Notes. For purposes of a split-off this Section 11.01, the sale, conveyance, transfer or spin-off, (i) such successor Person shall have a corporate credit rating after lease of all or substantially all of the split-off properties and assets of one or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) 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 have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations be deemed to be assumed by it under the CVR Agreementsale, including conveyance, transfer or lease of all or substantially all of the covenant set forth in Section 7.10properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of its properties and assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif))another Person, unless unless: (a) the Company shall be resulting, surviving or transferee Person (the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif“Successor Company”), if not the Person who has received the largest portion of the assets relating to the Product) Company, shall be a Person corporation organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenorColumbia, and the due and punctual performance and observance of Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, Indenture; (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified delivered to the Trustee thatan Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and such supplemental indenture, if any, complies with, the Indenture; and (c) 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 Company’s knowledge based upon sale, conveyance, transfer or lease of all or substantially all of the reasons articulated in 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 certificateSubsidiaries, such successor Person is capable would constitute all or substantially all of fulfilling all obligations the properties and assets of the Company on a consolidated basis, shall be deemed to be assumed by it under the CVR Agreementsale, including conveyance, transfer or lease of all or substantially all of the covenant set forth in Section 7.10properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.03, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of the consolidated assets of the Company and its assets Subsidiaries, taken as a whole, to any Person (including in connection with a spin-off transaction (apport partiel d’actif))another Person, unless unless: (a) the Company resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of 1) a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person corporation organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France Columbia or of any other member (2) a corporation or entity treated as a corporation for U.S. federal income tax purposes organized and existing under the laws of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the TrusteeIslands of Bermuda, the due and punctual payment Netherlands, Belgium, Switzerland, Luxembourg, the Republic of Ireland, Canada or the Securities, according to their tenorUnited Kingdom, and the due and punctual performance and observance of Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement to be performed or observed by the Company, Indenture (including, without limitationfor the avoidance of doubt, the provisions concerning governing law and consent obligation to jurisdiction pay Additional Amounts, as set forth in Section 1.10 hereof, 4.09); (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified delivered to the Trustee thatan Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and such supplemental indenture, if any, is authorized or permitted by, and complies with, the Indenture; and (c) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under the Indenture. For purposes of this Section 11.02, 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 consolidated assets of the Company and its Subsidiaries, taken as a whole, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10another Person.

Company May Consolidate, Etc. on Certain Terms. The Nothing contained in this Indenture or in any of the Surplus Notes shall prevent any consolidation or merger of the Company covenants that it shall not merge (fusion) or consolidate with or into any other Person (other than whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company or its successor or successors, as the case may be, shall be a wholly-owned subsidiary party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company), split-off (scission), or sell its successor or convey all successors, as the case may be, as an entirety, or substantially all of its assets as an entirety, to any other Person (including in connection whether or not affiliated with the Company or its successor or successors, as the case may be) authorized to acquire and operate the same or prevent any conversion of the Company from a spin-off transaction stock insurance company to any other form of entity (apport partiel d’actifany such action a “Conversion”)); provided, unless that (a) the Company shall be is the continuing Personsurviving entity, or the successor Person entity formed by or surviving any such consolidation, merger or Conversion (if other than the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scissionCompany) or spin-off (apport partiel d’actif)to which such sale, the Person who has received the largest portion conveyance, transfer or lease of the assets relating to the Product) shall be property is made is a Person corporation, partnership, trust or other entity organized and existing under the Laws laws of the United States of America or any State thereof or the District of France Columbia, (b) if the Company is not the surviving entity, upon any such consolidation, merger, Conversion, sale, conveyance, transfer or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trusteelease, the due and punctual payment of the Securities, principal of and interest on the Surplus Notes according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement Indenture to be kept or performed or observed by the CompanyCompany shall be expressly assumed by the surviving entity, including, without limitation, by supplemental indenture (which shall conform to the provisions concerning governing law of the Trust Indenture Act as then in effect applicable to indentures qualified thereunder) satisfactory in form to the Trustee executed and consent delivered to jurisdiction set forth in Section 1.10 hereof, (b) the CompanyTrustee by the entity formed by such consolidation or Conversion, or into which the Company shall have been merged, or by the entity which shall have acquired such successor Personproperty, as the case may be, (c) after giving effect to such consolidation, merger, Conversion, sale, conveyance, transfer or lease, no Default or Event of Default shall nothave occurred and be continuing, (d) immediately after such merger transaction, the successor entity, as applicable, shall have an A.M. Best financial strength rating equal to or consolidation, split-off, or such sale or conveyance, be in breach in higher than the performance of any such covenant or condition rating assigned to the Company immediately prior to the transaction; and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (iie) the Payment Restrictions to which the successor entity, as applicable, is subject following such transaction, based on its jurisdiction of domicile or otherwise, shall not be materially more restrictive than those to which the Company shall have certified to was subject upon original issuance of the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10Surplus Notes.

Company May Consolidate, Etc. on Certain Terms. The Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of its properties and assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif))another Person, unless unless: (a) the resulting, surviving or transferee Person (the “Successor Person”), if not the Company, shall be (and, if this Indenture and the Notes remain the Company’s obligations following such transaction, the Company shall be) a U.S. Entity, and the Successor Person (if not the Company) shall expressly assume by supplemental indenture all of the obligations of the Company under the Notes and this Indenture (including, for the avoidance of doubt, the obligation to pay Additional Amounts as described in Section 2.11); and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. Upon any such consolidation, merger or sale, conveyance, transfer or lease, the resulting, surviving or transferee Person (if not the Company) shall succeed to, and may exercise every right and power of, the Company under this Indenture, and the Company shall be discharged from its obligations under the continuing PersonNotes and this Indenture. In addition, following the consummation of a Permitted Tornier Merger Transaction (as defined by clause (1) of such definition, the Company will use commercially reasonable efforts to issue (or cause Tornier to issue) a press release announcing the occurrence of the Tornier Merger Transaction (and, if following the Permitted Tornier Merger Transaction, the Tornier Ordinary Shares trade under any ticker other than “WMGI”, such press release shall also include such ticker) prior to the opening of the regular trading session for the Tornier Ordinary Shares immediately following the effective time of the Tornier Merger Transaction. In addition, following its execution of the supplemental indenture referred to in subsection (a) above, Tornier shall not consolidate with or merge with or into, or the successor Person sell, convey, transfer or the Person which acquires by sale or conveyance lease all or substantially all of its properties and assets to, another Person, unless (i) the assets of the Company resulting, surviving or transferee Person (or, in the case of if not Tornier) is (1) a split-off Dutch public limited company (scission2) a corporation or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Product) shall be a Person limited liability company organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France Columbia or of any other member (3) a corporation or entity treated as a corporation for U.S. federal income tax purposes organized and existing under the laws of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the TrusteeIslands of Bermuda, the due and punctual payment of Netherlands, Belgium, Switzerland, Luxembourg, xxx Xxxxxxxx xx Xxxxxxx, Xxxxxx or the Securities, according to their tenorUnited Kingdom, and the due and punctual performance and observance of such Person (if not Tornier) expressly assumes by supplemental indenture all of Tornier’s obligations under the covenants and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent Guarantee; and (ii) immediately after giving effect to such transaction, no default or Event of Default has occurred and is continuing under this Indenture. Upon any such consolidation, merger or sale, conveyance, transfer or lease, the resulting, surviving or transferee Person (if not Tornier) shall succeed to, and may exercise every right and power of Tornier’s under the Guarantee, and Tornier shall be discharged from its obligations under the Guarantee. Notwithstanding anything to the contrary herein, the Company shall have certified to may merge with an Affiliate of the Trustee thatCompany solely for the purpose of reincorporating in another jurisdiction in the United States, to any State of the Company’s knowledge based upon United States or the reasons articulated in District of Columbia, and the Company may convert into a limited liability company provided that such certificate, such successor Person surviving entity is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10a U.S. Entity.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.02, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, convey, transfer or convey lease all or substantially all of its assets to any another Person (including in connection with a spin-off transaction (apport partiel d’actif)other than the sale, conveyance, transfer or lease of all or substantially all of the Company’s assets to one or more of the its Wholly Owned Subsidiaries), unless unless: (a) the Company shall be resulting, surviving or transferee Person (the continuing Person, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif“Successor Entity”), if not the Person who has received the largest portion of the assets relating to the Product) Company, shall be a Person corporation, a limited liability company that is treated as a corporation for U.S. federal income tax purposes, or a partnership that is treated as a corporation for U.S. federal income tax purposes, in any such case, organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenorColumbia, and the due and punctual performance and observance of Successor Entity (if not the Company) shall expressly assume, by supplemental indenture or otherwise, all of the covenants and conditions obligations of the Company under the Notes, this CVR Agreement to be performed or observed by the Company, including, without limitationIndenture, the provisions concerning governing law Amended Registration Rights Agreement, the Registration Rights Agreement and consent to jurisdiction set forth in Section 1.10 hereoffor so long as any Holder is a party thereto, the Board Designation Agreement; 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 Companysale, conveyance, transfer or such successor lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, as which properties and assets, if held by the case may beCompany instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall notbe deemed to be the sale, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in transfer or lease of all or substantially all of the performance properties and assets of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10another Person.

Company May Consolidate, Etc. on Certain Terms. The Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company covenants that it shall not merge (fusion) or consolidate with or into any other Person (other than whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company or its successor or successors, as the case may be, shall be a wholly-owned subsidiary party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company), split-off (scission), or sell its successor or convey all successors, as the case may be, as an entirety, or substantially all of its assets as an entirety, to any other Person (including in connection whether or not affiliated with a spin-off transaction (apport partiel d’actif))the Company or its successor or successors, unless as the case may be) authorized to acquire and operate the same; provided, that (a) the Company shall be is the continuing Personsurviving entity, or the successor Person entity formed by or surviving any such consolidation or merger (if other than the Person which acquires by sale or conveyance all or substantially all the assets of the Company (or, in the case of a split-off (scissionCompany) or spin-off (apport partiel d’actif)to which such sale, the Person who has received the largest portion conveyance, transfer or lease of the assets relating to the Product) shall be property is made is a Person corporation, partnership, trust or other entity organized and existing under the Laws laws of the United States of America or any State thereof or the District of France Columbia, (b) if the Company is not the surviving entity, upon any such consolidation, merger, sale, conveyance, transfer or of any other member of the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trusteelease, the due and punctual payment of the Securities, principal of and interest on the Securities according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this CVR Agreement Indenture to be kept or performed or observed by the CompanyCompany shall be expressly assumed by the surviving entity, including, without limitation, by supplemental indenture (which shall conform to the provisions concerning governing law of the Trust Indenture Act as then in effect applicable to indentures qualified thereunder) satisfactory in form to the Trustee executed and consent delivered to jurisdiction set forth in Section 1.10 hereof, (b) the CompanyTrustee 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 successor Personproperty, as the case may be, (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall nothave occurred and be continuing, (d) such consolidation, merger, sale, conveyance, transfer or lease is permitted under the Declaration and Preferred Securities Guarantee and does not give rise to any breach or violation of the Declaration or Preferred Securities Guarantee, and (e) each company that is an insurance subsidiary of the Company immediately prior to the transaction shall, immediately after such merger transaction, have an A.M. Best financial strength rating equal to or consolidation, split-off, or higher than the rating assigned to such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified subsidiary immediately prior to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10transaction.

Company May Consolidate, Etc. on Certain Terms. The (a) Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company covenants that it shall not merge (fusion) or consolidate with or into any other Person entity or entities (other than a wholly-owned subsidiary of whether or not affiliated with the Company), split-off (scission)or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or sell shall prevent any sale, conveyance or convey lease of all or substantially all the property of the Company to any other entity (whether or not affiliated with the Company) authorized to acquire and operate the same; provided , that in any such case: (i) either the Company shall be the surviving or continuing entity or the resulting or acquiring entity, if other than the Company, is organized and existing under the laws of a United States jurisdiction and assumes all of the Company’s responsibilities and liabilities under the Indenture, including the payment of all amounts due on the Securities and performance of the covenants in the Indenture; (ii) immediately after the transaction, and giving effect to the transaction, no Event of Default under the Indenture exists; and (iii) the Company has delivered to the Trustee a Company Officers’ Certificate stating that the transaction and, if a supplemental indenture is required in connection with the transaction, the supplemental indenture comply with the Indenture and that all conditions precedent to the transaction contained in the Indenture have been satisfied. (b) If the Company consolidates or merges with or into any other entity or sells or leases all or substantially all of its the Company’s assets to any Person (including in connection compliance with a spin-off transaction (apport partiel d’actif))the terms and conditions of this Indenture, unless (a) the resulting or acquiring entity will be substituted for the Company shall be in this Indenture and the continuing PersonSecurities with the same effect as if such entity had been an original party to this Indenture and the Securities. As a result, or such successor entity may exercise the successor Person or Company’s rights and powers under the Person which acquires by sale or conveyance all or substantially all Indenture and the assets of Securities, in the Company (orCompany’s name and, except in the case of a split-off (scission) or spin-off (apport partiel d’actif)lease, the Person who has received the largest portion of the assets relating to the Product) shall Company will be a Person organized released from all its liabilities and obligations under the Laws of Indenture and under the United States of America or any State thereof or of France or of any other member of Securities. (c) Notwithstanding the European Union and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trusteeforegoing provisions, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of Company may transfer all of the covenants its property and conditions of this CVR Agreement assets to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, as the case may be, shall notanother entity if, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person shall have a corporate credit rating after the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) the Company shall have certified giving effect to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificatetransfer, such successor Person entity is capable of fulfilling all obligations to be assumed by it under the CVR Agreement, including the covenant set forth in Section 7.10a Wholly Owned Subsidiary.

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 9.03, the Company covenants that it shall not merge (fusion) amalgamate or consolidate with, merge with or into any other Person (other than a wholly-owned subsidiary of the Company)or convey, split-off (scission)transfer or lease its properties and assets substantially as an entirety to another Person, or sell or convey all or substantially all of its assets to any Person (including in connection with a spin-off transaction (apport partiel d’actif)), unless unless: (a) the Company resulting, surviving transferee or successor Person (the “Successor Company”), if not the Company, shall be the continuing Person(and, or the successor Person or the Person which acquires by sale or conveyance all or substantially all the assets of if the Company (or, in the case of will remain a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating party to the ProductNotes and this Indenture after giving effect to such transaction and the requirements in respect thereof under this Indenture, is) shall be a Person corporation organized and existing under the Laws laws of the United States of America or America, any State thereof or the District of France or of any other member of Columbia, and the European Union and Successor Company (if not the Company) shall expressly assume assume, by an instrument supplemental heretoindenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment all of the Securitiesobligations of the Company under the Notes and this Indenture as applicable to the Notes; (b) immediately after giving effect to such transaction, according no Default or Event of Default shall have occurred and be continuing under this Indenture with respect to their tenorthe Notes; (c) if, upon the occurrence of any such transaction, (x) the Notes would become convertible pursuant to the terms of this Indenture into securities issued by an issuer other than the resulting, surviving, transferee or successor corporation, and (y) such resulting, surviving, transferee or successor corporation is a wholly owned subsidiary of the issuer of such securities into which the Notes have become convertible, such other issuer shall fully and unconditionally guarantee on a senior basis the resulting, surviving, transferee or successor corporation's obligations under the Notes; and (d) all the conditions specified in this Article 9 are met. Upon any such amalgamation, consolidation, merger, conveyance, transfer or lease, the Successor Company (if not the Company) shall succeed to, and may exercise every right and power of the Company under this Indenture, and the due Company shall be discharged from its obligations under the Notes and punctual performance and observance of all of the covenants and conditions of this CVR Agreement to be performed or observed by the Company, including, without limitation, the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, (b) the Company, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, be in breach in the performance of any such covenant or condition and (c) Indenture except in the case of a split-off any such lease. For purposes of this Section 9.01, the conveyance, transfer or spin-off, (i) such successor Person shall have a corporate credit rating after lease of the split-off properties and assets of one or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent and (ii) more Subsidiaries of the Company substantially as an entirety to another Person, which properties and assets, if held by the Company instead of such Subsidiary or Subsidiaries, would constitute the properties and assets of the Company substantially as an entirety on a consolidated basis, shall have certified to the Trustee that, to the Company’s knowledge based upon the reasons articulated in such certificate, such successor Person is capable of fulfilling all obligations be deemed to be assumed by it under the CVR Agreement, including transfer of the covenant set forth in Section 7.10properties and assets of the Company substantially as an entirety to another Person.

Company May Consolidate, Etc. on Certain Terms. The Company covenants that it shall not merge (fusion) or consolidate with or merge into any other Person (other than in a wholly-owned subsidiary of transaction in which the Company)Company is not the surviving entity) or convey, split-off (scission), transfer or sell or convey all or lease its properties and assets substantially all of its assets as an entirety to any Person (including in connection with a spin-off transaction (apport partiel d’actif))Person, unless (a) the Person formed by such consolidation or into which the Company shall be the continuing Person, or the successor Person is merged or the Person which acquires by sale conveyance or conveyance all transfer, or substantially all which leases, the properties and assets of the Company substantially as an entirety (or, in the case of a split-off (scission) or spin-off (apport partiel d’actif), the Person who has received the largest portion of the assets relating to the Producti) shall be a Person corporation, limited liability company, partnership or trust, (ii) shall be organized and validly existing under the Laws laws of the United States of America or America, any State thereof or the District of France or of any other member of the European Union Columbia and (iii) shall expressly assume assume, by an instrument indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, principal of and any premium and interest on all the Securities and the due and punctual performance and or observance of all every covenant of this Indenture on the part of the covenants and conditions of this CVR Agreement Company to be performed or observed performed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person (if other than the Company, including, without limitation, ) formed by such consolidation or into which the provisions concerning governing law and consent to jurisdiction set forth in Section 1.10 hereof, Company shall have been merged or by the Person which shall have acquired the Company’s assets; (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company, Company or any Subsidiary as a result of such transaction as having been incurred by the Company or such successor PersonSubsidiary at the time of such transaction, as the case may be, no Event of Default shall not, immediately after such merger or consolidation, split-off, or such sale or conveyance, have happened and be in breach in the performance of any such covenant or condition continuing; and (c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. The conditions of (a)(ii) above shall not apply in the case of a split-off corporation or spin-offentity not organized under the laws of the United States of America, any State thereof or the District of Columbia which shall agree, in form satisfactory to the Trustee, (i) such successor Person shall have a corporate credit rating after to subject itself to the split-off or spin-off transaction from either Xxxxx’x Investor Services, Inc. or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” or their equivalent jurisdiction of the United States district court for the Southern District of New York and (ii) to indemnify and hold harmless the holders of all Securities against (A) any tax, assessment or governmental charge imposed on such holders by a jurisdiction other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the making of, any payment of principal or interest on such Securities and which would not have been so imposed and withheld had such consolidation, merger, sale or conveyance not been made and (B) any tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of the Company shall have certified with one of its affiliates, if the Board of Directors determines in good faith that the purpose of such transaction is principally to the Trustee that, to change the Company’s knowledge based State of incorporation or convert the Company’s form of organization to another form, or (ii) the merger of the Company with or into a single direct or indirect wholly owned Subsidiary pursuant to Section 251(g) (or any successor provision) of the General Corporation Law of the State of Delaware, if applicable. Nothing contained in this Article shall apply to, limit or impose any requirements upon the reasons articulated in consolidation or merger of any Person into the Company where the Company is the survivor of such certificatetransaction, such successor or the acquisition by the Company, by purchase or otherwise, of all or any part of the property of any other Person is capable of fulfilling all obligations to be assumed by it under (whether or not affiliated with the CVR Agreement, including the covenant set forth in Section 7.10Company).

Company May Consolidate, Etc. on Certain Terms. The Subject to the provisions of Section 11.03, the Company covenants that it shall not consolidate with, merge (fusion) or consolidate with or into any other Person (other than a wholly-owned subsidiary of the Company), split-off (scission)into, or sell sell, lease or convey transfer in one transaction or a series of related transactions all or substantially all of the consolidated assets of the Company and its assets Subsidiaries, taken as a whole, to any Person (including in connection with a spin-off transaction (apport partiel d’actif)other than any such sale, lease or transfer to one or more of the Company’s Wholly Owned Subsidiaries), unless unless: (a) the Company resulting, surviving or transferee Person (such Person or any successor thereto, the “Surviving Entity”), if not the Company, shall be (1) (a) a corporation or (b) a limited liability company or limited partnership, in each case organized and existing under the continuing Personlaws of the United States of America, any State thereof or the successor Person District of Columbia; provided that in the case of clause (b), (x) unless such limited liability company or the Person which acquires by sale limited partnership is treated as (A) a corporation or conveyance all or substantially all the assets of the Company (orB) an entity disregarded as separate from a corporation, in each case, for U.S. federal income tax purposes (and, in the case of a split-off clause (scission) or spin-off (apport partiel d’actifB), such corporation guarantees the obligations of such disregarded entity under the Notes and this Indenture), the Person who has Company will have received an opinion of a nationally recognized tax counsel to the largest portion effect that such transaction or series of related transactions will not be treated as an exchange under Section 1001 of the assets relating to Code for the Productholders of the Notes and (y) such limited liability company or limited partnership shall be a Person organized direct or indirect, Wholly Owned Subsidiary of a corporation existing under the Laws laws of the United States of America or America, any State thereof or the District of France Columbia and the Reference Property shall consist of cash and/or common stock of such corporation or (2) a corporation or entity treated as a corporation for U.S. federal income tax purposes, organized and existing under the laws of any other member Switzerland, the Republic of Ireland or the European Union United Kingdom, and in each case the Surviving Entity (if not the Company) shall expressly assume assume, by an instrument supplemental heretoindenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants obligations of the Company under the Notes and conditions of this CVR Agreement to be performed or observed by the Company, Indenture (including, without limitationfor the avoidance of doubt, the provisions concerning governing law and consent obligation to jurisdiction pay Additional Amounts, as set forth in Section 1.10 hereof, 4.10); and (b) the Company, or such successor Person, as the case may be, shall not, immediately after giving effect to such merger transaction, no Default or consolidation, split-off, or such sale or conveyance, be in breach in the performance Event of any such covenant or condition and (c) in the case of a split-off or spin-off, (i) such successor Person Default shall have a corporate credit rating after occurred and be continuing under this Indenture. For purposes of this Section 11.01, the split-off sale, lease or spin-off transaction from either Xxxxx’x Investor Services, Inc. transfer of all or Standard & Poor’s Ratings Service that is at least as high as “A-,” “A3” substantially all of the consolidated assets of one or their equivalent and (ii) more Subsidiaries of the Company shall have certified to another Person (other than the Trustee that, to Company or one or more of the Company’s knowledge based upon Wholly Owned Subsidiaries), which assets, if held by the reasons articulated in Company instead of such certificateSubsidiaries, such successor Person is capable would constitute all or substantially all of fulfilling all obligations the consolidated assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be assumed by it under the CVR Agreementsale, including lease or transfer of all or substantially all of the covenant set forth in Section 7.10consolidated assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than one or more of the Company’s Wholly Owned Subsidiaries).