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

Company May Consolidate, Etc. on Certain Terms. Nothing contained in this Securityholders Agreement or in the Debt Securities shall prevent any consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company) or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property or capital stock of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company, or its successor or successors) authorized to acquire and operate the same; provided, however, that the Company hereby covenants and agrees that, upon any such consolidation, merger (where the Company is not the surviving corporation), sale, conveyance, transfer or other disposition, the due and punctual payment of all payments due on all of the Debt Securities in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Securityholders Agreement to be kept or performed by the Company, shall be expressly assumed by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property or capital stock.

Company May Consolidate, Etc. on Certain Terms. Nothing contained in this Securityholders Agreement or in Subject to the Debt Securities shall prevent any consolidation or merger provisions of Section 11.02, the Company shall not (1) consolidate with or merge into any other Person or sell, convey, lease or transfer all or substantially all of its properties and assets to another Person in any one transaction or series of related transactions or (2) permit any Person to consolidate with or merge into the Company, unless: (a) the surviving Person formed by such consolidation or into which the Company is merged or the Person to which the Company’s assets are so transferred (the “Successor Company”), if not the Company, shall either be a corporation organized and existing under the laws of the United States of America, any State thereof or corporations the District of Columbia, and the Successor Company (whether or if not affiliated with the Company) or successive consolidations or mergers in which shall execute and deliver to the Company or its successor or successors shall be Trustee a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property or capital stock of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company, or its successor or successors) authorized to acquire and operate the same; provided, however, that the Company hereby covenants and agrees that, upon any such consolidation, merger (where the Company is not the surviving corporation), sale, conveyance, transfer or other disposition, supplemental indenture expressly assuming the due and punctual payment of all payments due the principal of and accrued and unpaid interest on all of the Debt Securities in accordance with their termsNotes, 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 other covenants and conditions of this Securityholders Agreement Indenture to be kept or performed by the Company; and (b) immediately after giving effect to such transaction, shall be expressly assumed by the entity formed by such consolidation, no Default or into which the Company Event of Default shall have been merged, or by the entity which shall have acquired such property or capital stockoccurred and be continuing under this Indenture.

Company May Consolidate, Etc. on Certain Terms. Nothing contained in this Securityholders Agreement Indenture or in any of the Debt Securities shall prevent any consolidation or merger of the Company with or into any other corporation entity or corporations entities (whether or not affiliated with the Company) ), or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer conveyance or other disposition lease of all or substantially all the property or capital stock of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation entity (whether or not affiliated with the Company, or its successor or successors) authorized to acquire and operate the same; provided, however, that in any such case: (i) either the Company hereby covenants and agrees that, upon any such consolidation, merger (where the Company is not shall be the surviving corporation)or continuing entity or the resulting or acquiring entity, saleif other than the Company, conveyanceis organized and existing under the laws of a United States jurisdiction and assumes all of the Company’s responsibilities and liabilities under the Indenture, transfer or other disposition, including the due and punctual payment of all payments amounts due on all the Securities and performance of the Debt Securities covenants in accordance with their terms, according to their tenorthe Indenture; (ii) immediately after the transaction, and giving effect to the due transaction, no Event of Default under the Indenture exists; and punctual performance and observance of all the covenants and conditions of this Securityholders Agreement to be kept or performed by the Company, shall be expressly assumed by the entity formed by such consolidation, or into which (iii) the Company shall 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 merged, or by the entity which shall have acquired such property or capital stocksatisfied.

Company May Consolidate, Etc. on Certain Terms. Nothing contained in this Securityholders Agreement Indenture or in any of the Debt Securities shall prevent any consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company) ), or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer conveyance or other disposition lease of all or substantially all the property or capital stock of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company, or its successor or successors) authorized to acquire and operate the same; provided, however, that and the Company hereby covenants and agrees thatagrees, that upon any such consolidation, merger, sale, conveyance or lease, other than a merger (where in which the Company is not the surviving continuing corporation), sale, conveyance, transfer or other disposition, the due and punctual payment of all payments due the principal of and interest on all of the Debt Securities in accordance with their termsSecurities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Securityholders Agreement Indenture to be kept or performed by the Company, shall be expressly assumed assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the entity corporation (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the entity corporation which shall have acquired or leased such property or capital stockproperty.

Company May Consolidate, Etc. on Certain Terms. Nothing contained in this Securityholders Agreement Indenture or in the Debt Securities Debentures shall prevent any consolidation or merger of the Company with or into any other corporation or corporations Person (whether or not affiliated with the Company) or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property or capital stock of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation Person (whether or not affiliated with the Company, or its successor or successors) authorized to acquire and operate the same; provided, however, that the Company hereby covenants and agrees that, upon any such consolidation, merger (where the Company is not the surviving corporation), sale, conveyance, transfer or other disposition, the due and punctual payment of all payments due the principal of (and premium, if any) and interest on all of the Debt Securities Debentures in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Securityholders Agreement Indenture to be kept or performed by the Company, shall be expressly assumed by supplemental indenture satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property or capital stock.

Company May Consolidate, Etc. on Certain Terms. Nothing contained in this Securityholders Agreement The Company covenants that it will not merge or in the Debt Securities shall prevent any consolidation or merger of the Company consolidate with or into any other corporation or corporations sell or convey all or substantially all of its assets to any Person unless (whether i) either the Company shall be the continuing corporation, or not affiliated with the successor corporation (if other than the Company) or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition corporation organized and existing under the laws of the property United States of America or capital stock a State thereof or the District of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other Columbia and such corporation (whether or not affiliated with the Company, or its successor or successors) authorized to acquire and operate the same; provided, however, that the Company hereby covenants and agrees that, upon any such consolidation, merger (where the Company is not the surviving corporation), sale, conveyance, transfer or other disposition, shall expressly assume the due and punctual payment of all payments due the principal of and interest on all of the Debt Securities in accordance with their termsSecurities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Securityholders Agreement Indenture to be kept or performed by the CompanyCompany by supplemental indenture in form satisfactory to the Trustee, executed and delivered to the Trustee by such corporation, (ii) the Company or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be expressly assumed by in default in the entity formed by performance of any such covenant or condition, and (iii) in the case of Securities of a series issued to a Laclede Trust, such consolidation, merger, sale or into which conveyance is permitted under the Company shall have been merged, relevant Trust Agreement and Laclede Guarantee and does not give rise to any breach or by the entity which shall have acquired violation of such property Trust Agreement or capital stockLaclede Guarantee.

Company May Consolidate, Etc. on Certain Terms. Nothing contained Subject to the provisions of Section 12.2 and notwithstanding anything to the contrary in this Securityholders Agreement or in the Debt Securities shall prevent any consolidation or merger of Indenture, the Company shall not consolidate or merge with or into any other corporation or corporations Person (whether or not affiliated with the Company) ), or successive consolidations sell, convey or mergers in lease all or substantially all of its assets or properties to any Person unless the person formed by such consolidation or into which the Company is merged or its successor the Person which acquires by conveyance or successors transfer, or which leases the assets or properties of the Company substantially as an entirety shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition corporation organized under the laws of the property United States of America, any state thereof or capital stock the District of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company, or its successor or successors) authorized to acquire and operate the same; provided, however, that the Company hereby covenants and agrees thatColumbia. Further, upon any such consolidation, merger (where the Company is not the surviving corporation)merger, sale, conveyance, transfer conveyance or other dispositionlease, the due and punctual payment of all payments due the principal of and premium, if any, and interest (including Liquidated Damages, if any) on all of the Debt Securities in accordance with their termsNotes, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Securityholders Agreement Indenture to be kept or performed by the Company, shall be expressly assumed by supplemental indenture satisfactory in form to the entity Trustee, executed and delivered to the Trustee by the corporation (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the entity corporation which shall have acquired or leased such property or capital stockproperty, and such supplemental indenture shall provide for the applicable conversion rights set forth in Section 15.6.

Company May Consolidate, Etc. on Certain Terms. Nothing contained in this Securityholders Agreement Indenture or in the Debt Securities shall prevent any consolidation or merger of the Company with or into any other corporation or corporations Person (whether or not affiliated with the Company) or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property or capital stock of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation Person (whether or not affiliated with the Company, or its successor or successors) authorized to acquire and operate the same; provided, however, that the Company hereby covenants and agrees that, upon any such consolidation, merger (where the Company is not the surviving corporation), sale, conveyance, transfer or other disposition, the due and punctual payment of all payments due the principal of (and premium, if any) and interest on all of the Debt Securities in accordance with their their- terms, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Securityholders Agreement Indenture to be kept or performed by the Company, shall be expressly assumed by supplemental indenture satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property or capital stockproperty.

Company May Consolidate, Etc. on Certain Terms. Nothing Subject to the provisions of Section 9.2, nothing contained in this Securityholders Agreement Indenture or in any of the Debt Securities shall prevent any consolidation or merger of the Company with or into any other corporation entity or corporations entities (whether or not affiliated with the Company) ), or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer conveyance or other disposition lease of all or substantially all the property or capital stock of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation entity (whether or not affiliated with the Company, or its successor or successors) authorized to acquire and operate the same; provided, however, that and the Company hereby covenants and agrees thatagrees, that upon any such consolidation, merger, sale, conveyance or lease, other than a merger (where in which the Company is not the surviving continuing corporation), sale, conveyance, transfer or other disposition, the due and punctual payment of all payments due the principal of and interest on all of the Debt Securities in accordance with their termsSecurities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Securityholders Agreement Indenture to be kept or performed by the Company, shall be expressly assumed assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the entity corporation (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the entity corporation which shall have acquired or leased such property or capital stockproperty.

Company May Consolidate, Etc. on Certain Terms. Nothing contained in this Securityholders Agreement Indenture or in the Debt Securities Debentures shall prevent any consolidation or merger of the Company with or into any other corporation or corporations Person (whether or not affiliated with the Company) or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property or capital stock of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation Person (whether or not affiliated with the Company, or its successor or successors) authorized to acquire and operate the same; provided, however, that the Company hereby covenants and agrees that, upon any such consolidation, merger (where the Company is not the surviving corporation), sale, conveyance, transfer or other disposition, the due and punctual payment of all payments due the principal of (and premium, if any) and interest on all of the Debt Securities Debentures in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Securityholders Agreement Indenture to be kept or performed by the Company, shall be expressly assumed by supplemental indenture satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property or capital stockproperty.