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

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person (provided that a pledge of its assets pursuant to any Credit Facility shall be deemed not to be a sale, conveyance, transfer or lease), unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with or with, merge with or into, or sell, convey, transfer or lease all or substantially all of its the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (provided that a pledge other than one or more of its assets pursuant to any Credit Facility shall be deemed not to be a sale, conveyance, transfer or leaseWholly-Owned Subsidiaries), unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, assume by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and (c) the Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel to the Trustee.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with or with, merge with or into, or sell, convey, transfer or lease all or substantially all of its the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (provided that a pledge of its assets pursuant to other than any Credit Facility shall be deemed not to be a such sale, conveyance, transfer transfer, or leaselease 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”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof thereof, or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with or with, merge with or into, or sell, convey, transfer or lease all or substantially all of its the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (provided that a pledge of its assets pursuant to other than any Credit Facility shall be deemed not to be a such sale, conveyance, transfer or leaselease to one or more of its Wholly-Owned Subsidiaries), unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, assume by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with or with, merge with or into, or sell, convey, transfer assign, transfer, lease or lease otherwise dispose of all or substantially all of its properties and assets assets, in one transaction or any series of related transactions, to another Person (provided that a pledge of its assets pursuant to any Credit Facility shall be deemed not to be a sale, conveyance, transfer or lease)Person, unless: (a) the resulting, surviving or transferee Person (if other than the Company) (the “Successor Company”), if not the Company, ) shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and ; (b) the Successor Company (if not the Company) shall expressly assume, by supplemental indenture indenture, all of the obligations of the Company under the Notes and this Indenture; and (bc) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with or with, merge with or into, or (whether directly or indirectly through one or more subsidiaries) sell, conveylease or otherwise transfer, transfer in one transaction or lease a series of transactions, all or substantially all of the consolidated assets of it and its properties and assets Subsidiaries, taken as a whole to another Person (provided that a pledge of its assets pursuant to any Credit Facility shall be deemed not to be a sale, conveyance, transfer or lease)Person, unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person (provided that a pledge of its assets pursuant to any Credit Facility shall be deemed not to be a sale, conveyance, transfer or lease), unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture; and (c) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and any supplemental indenture comply with this Indenture and that all conditions precedent provided in this Indenture to such transaction have been complied with.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with or with, merge with or into, or sell, convey, transfer or lease all or substantially all of its the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (provided that a pledge other than to one or more of its assets pursuant to any Credit Facility shall be deemed Wholly Owned Subsidiaries), if the Company is not to be a salethe resulting, conveyance, transfer surviving or lease)transferee Person, unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, ) shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of its the consolidated properties and assets to of the Company and its Subsidiaries, taken as a whole, to, another Person (provided that a pledge of its assets pursuant to other than any Credit Facility shall be deemed not to be a sale, conveyance, transfer or lease), lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving successor or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with or with, merge with or into, or sell, convey, transfer or lease all or substantially all of its the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (provided that a pledge other than one or more of its assets pursuant to any Credit Facility shall be deemed not to be a sale, conveyance, transfer or leaseWholly-Owned Subsidiaries), unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, assume by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to to, another Person (provided that a pledge of its assets pursuant to any Credit Facility shall be deemed not to be a sale, conveyance, transfer or lease), unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture indenture, all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with or with, merge with or into, or sell, convey, transfer or lease all or substantially all of its the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (provided that a pledge of its assets pursuant to other than any Credit Facility shall be deemed not to be a such sale, conveyance, transfer or leaselease 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”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person (provided that a pledge of its assets pursuant to any Credit Facility shall be deemed not to be a sale, conveyance, transfer or lease), unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation corporation, limited liability company or trust organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with or merge with or into, or sell, convey, transfer assign, transfer, lease or lease otherwise dispose of all or substantially all of the consolidated properties or assets of the Company and its properties and assets Subsidiaries, taken as a whole, in one transaction or any series of transactions, to another Person (provided that a pledge of its assets pursuant to any Credit Facility shall be deemed not to be a sale, conveyance, transfer or lease)Person, unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, ) shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and ; (b) the Successor Company (if not the Company) shall expressly assume, by supplemental indenture in a form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes and this Indenture; and (bc) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.027.02, the Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person (provided that a pledge of its assets pursuant to any Credit Facility shall be deemed not to be a sale, conveyance, transfer or lease), unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this the Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this the Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section ‎Section 11.02, the Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of its the consolidated properties and assets to of the Company and its Subsidiaries, taken as a whole, to, another Person (provided that a pledge of its assets pursuant to other than any Credit Facility shall be deemed not to be a sale, conveyance, transfer or lease), lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) unless: (a) the resulting, surviving successor or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section ‎Section 11.02, the Company shall not consolidate with or with, merge with or into, or sell, convey, transfer or lease all or substantially all of its consolidated properties and assets to another Person (provided that a pledge of its assets pursuant to other than any Credit Facility shall be deemed not to be a such sale, conveyance, transfer or leaselease to one or more of the direct or indirect Wholly Owned Subsidiaries of the Company), unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with or with, merge with or into, or sell, convey, transfer or lease all or substantially all of its the properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (provided that a pledge of its assets pursuant to other than any Credit Facility shall be deemed not to be a such sale, conveyance, transfer or leaselease to one or more of the Company’s Wholly Owned Subsidiaries), unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with or with, merge with or into, or sell, convey, transfer or lease all or substantially all of its consolidated properties and assets to another Person (provided that a pledge of its assets pursuant to other than any Credit Facility shall be deemed not to be a such sale, conveyance, transfer or leaselease to one or more of the Company’s Wholly Owned Subsidiaries), unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with or with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated assets of the Company and its properties and assets Subsidiaries, taken as a whole, to another Person (provided that a pledge of its assets pursuant to other than any Credit Facility shall be deemed not to be a such sale, conveyance, transfer or lease), 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”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the such Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.029.04, the Company shall not amalgamate or consolidate with or with, merge with or into, into or sell, convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to another Person (provided that a pledge of its assets pursuant to any Credit Facility shall be deemed not to be a sale, conveyance, transfer or lease)Person, unless: (a) the Company shall be the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Notes Securities and this IndentureIndenture as applicable to the Securities; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with or with, merge with or into, or sell, convey, transfer or lease all or substantially all of its the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (provided that a pledge of its assets pursuant to other than any Credit Facility shall be deemed not to be a such sale, conveyance, transfer or leaselease to) one or more of its Wholly-Owned Subsidiaries), unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, assume by supplemental indenture all of the obligations of the Company under the Notes and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.029.04, the Company shall not amalgamate or consolidate with or with, merge with or intointo or convey, or sell, convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to another Person (provided that a pledge of its assets pursuant to any Credit Facility shall be deemed not to be a sale, conveyance, transfer or lease)Person, unless: (a) the Company shall be the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Notes Securities and this IndentureIndenture as applicable to the Securities; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture.