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, in a transaction or series of transactions, consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the Company’s properties and assets to, another Person (other than one or more of the Company’s direct or indirect Domestic Subsidiaries), unless: (a) either (i) the Company is the Person surviving such merger or consolidation, or (ii) the Person (if not the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all of the Company’s properties and assets (such Person or such Person described in clause (ii), the “Successor 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, in a transaction or series of transactions, consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the Company’s properties and assets to, another Person (other than one or more of the Company’s direct or indirect Domestic Subsidiaries), unless: (a) either (i) the Company is the Person surviving such merger or consolidation, or (ii) the Person (if not the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all of the Company’s properties and assets (such Person or such Person described in clause (ii), the “Successor 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 and, in the case where there is a Successor Company, 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, in a transaction not consolidate with or series of transactions, consolidate with, merge with or into, into another Person or sell, convey, transfer or lease all or substantially all of the Company’s consolidated properties and assets to, another Person (other than one or more of the Company and the Company’s direct or indirect Domestic Subsidiaries), taken as a whole, to another Person, unless, in either case: (a) either (i) the Company is the Person resulting, surviving such merger or consolidation, or (ii) the transferee Person (if not the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all of the Company’s properties and assets (such Person or such Person described in clause (ii), 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) if the Company is not the resulting, surviving or transferee Person, the Company shall have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel stating that such transaction complies with this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.0210.02, the Company shall not, in a transaction not consolidate with or series of transactions, consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the Company’s its properties and assets to, to another Person (other than one or more of the Company’s direct or indirect Domestic Subsidiaries)Person, unless: (a) either (i) if the Company is not the Person resulting, surviving such merger or consolidationtransferee Person, the resulting, surviving or (ii) the transferee Person (if not the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all of the Company’s properties and assets (such Person or such Person described in clause (ii), the “Successor CompanyEntity”) shall be a corporation an entity organized and existing under the laws of the United States of America, or any State thereof or (including the District of Columbia), and the Successor Company Entity (if not the Company) shall expressly assume assume, by supplemental indenture indenture, executed and delivered to the Trustee, 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. Upon any such consolidation, merger or conveyance, transfer or lease, the Successor Entity (if not the Company) shall succeed to, and may exercise every right and power of, the Company under this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.0212.02, the Company shall notnot consolidate with or merge, in a transaction amalgmate or series of transactions, consolidate with, merge arrange with or into, or sell, convey, transfer or lease all or substantially all of the Company’s its properties and assets to, to another Person (other than one or more of the Company’s direct or indirect Domestic Subsidiaries)Person, unless: (a) either the resulting, surviving or transferee Person (ithe “Successor Entity”) the Company is the Person surviving such merger or consolidation, or (ii) the Person (if not the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all of the Company’s properties and assets (such Person or such Person described in clause (ii), the “Successor Company”) shall be a corporation an entity organized and existing under the laws of Canada, any province or territory thereof, the United States of America, or any State thereof or (including the District of Columbia), and the Successor Company Entity (if not the Company) shall expressly assume assume, by supplemental indenture indenture, executed and delivered to the Trustee, 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. Upon any such consolidation, merger, amalgamation, arrangement or sale, conveyance, transfer or lease, the Successor Entity (if not the Company) shall succeed to, and may exercise every right and power of, the Company under this Indenture.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not, in a transaction or series of transactions, not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the Company’s its properties and assets to, to another Person (other than one or more of the Company’s direct or indirect Domestic Wholly-Owned Subsidiaries), unless: (a) either (i) the The Company is the Person surviving such merger or consolidationcorporation, or (ii) the resulting, surviving or transferee Person (if not the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all of the Company’s properties and assets (such Person or such Person described in clause (ii), 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. For purposes of this Section 11.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not, in a transaction or series of transactions, not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the Company’s consolidated properties and assets toof the Company and its Subsidiaries, taken as a whole, to another Person (other than to a Guarantor or to one or more of the Company’s direct or indirect Domestic its Wholly-Owned Subsidiaries), unless: (a) either (i) the Company is the Person resulting, surviving such merger or consolidation, or (ii) the transferee Person (if not the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all of the Company’s properties and assets (such Person or such Person described in clause (ii), 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, or other amendment or supplement, all of the obligations of the Company under the Notes and this Indenture; andNote Documents; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under continuing; and (c) the Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel to the Trustee and the Collateral Agent, each stating that such transaction complies with this IndentureArticle and that all conditions precedent provided for in this Indenture and the other Note Documents relating 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, in a transaction or series of transactions, not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the Company’s properties consolidated assets of the Company and assets to, another Person (other than one or more of the Company’s direct or indirect Domestic Subsidiaries), taken as a whole, to another Person, unless: (a) either (i) the Company is the Person resulting, surviving such merger or consolidation, or (ii) the transferee Person (if not the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all of the Company’s properties and assets (such Person or such Person described in clause (ii), the “Successor Company”) ), if not the Company, shall be (1) a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, 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, Luxembourg, the Republic of Ireland, Canada or the United Kingdom, 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 IndentureIndenture (including, for the avoidance of doubt, 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.

Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section ‎Section 11.02, the Company shall not, in a transaction not consolidate with or series of transactions, consolidate with, merge with or into, into another Person or sell, convey, transfer or lease all or substantially all of the Company’s consolidated properties and assets toof the Company and the Company’s Subsidiaries, taken as a whole, to another Person (other than to one or more of the Company’s direct or indirect Domestic Wholly Owned Subsidiaries), unless, in either case: (a) either (i) the Company is the Person resulting, surviving such merger or consolidation, or (ii) the transferee Person (if not the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all of the Company’s properties and assets (such Person or such Person described in clause (ii), 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) if the Company is not the resulting, surviving or transferee Person, the Company shall have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel stating that such transaction complies with this Indenture.