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

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other corporation or convey or transfer all or substantially all of its properties and assets and the properties and assets of the Subsidiaries, taken as a whole, to any Person, unless; (a) either the Company shall be the continuing corporation, or the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of the properties and assets of the Company and the Subsidiaries, taken as a whole, shall be a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, and interest, if any, on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, or event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, conveyance or transfer and any assumption permitted or required by this Article complies with the provisions of this Article.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge with or into any other corporation or convey wind up into (whether or not the Company is the surviving corporation) or sell, assign, convey, transfer all or substantially all of lease its properties and assets and the properties and assets of the Subsidiaries, taken substantially as a whole, an entirety to any Person, unless;: (a1) either the Company shall be the continuing corporation, or the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all transfer, or substantially all of which leases, the properties and assets of the Company and substantially as an entirety (the Subsidiaries, taken as a whole, “successor corporation”) shall be a corporation organized and existing under the laws of the United States of America or any State or territory thereof or the District of Columbia, Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal, principal of (and premium, if any, ) and interest, if any, interest on all the Debt Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (b2) immediately after giving effect to such transaction, no Event of Default, or and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; and; (c3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect each stating that any such consolidation, merger, conveyance conveyance, transfer or transfer lease and any assumption permitted or required by such supplemental indenture comply with this Article complies and that all conditions precedent herein provided for relating to such transaction have been complied with; and (4) such other conditions as may be specified under Section 3.01 with the provisions respect to any series of this ArticleDebt Securities.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other corporation Person or convey convey, transfer or transfer all or substantially all of lease (as lessor) its properties and assets and the properties and assets of the Subsidiariesas, taken as a wholeor substantially as, an entirety to any Person, unless;: (a) either (i) in the case of a merger, the Company shall be is the continuing corporationsurviving Person, or (2) the corporation Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all transfer, or substantially all of which leases, the properties and assets of the Company and the Subsidiariesas, taken as a wholeor substantially as, an entirety shall be a corporation or partnership, shall be organized and validly existing under the laws of the United States of America or America, any State thereof or the District of Columbia, Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, principal of and interest, if any, any premium and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, or and no event which, after notice or lapse of time, time or both, would become an Event of Default, shall have happened and be continuingexist; and (c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect Counsel, each stating that any such consolidation, merger, conveyance conveyance, transfer or transfer and any assumption permitted or lease and, if a supplemental indenture is required by in connection with such transaction, such supplemental indenture comply with this Article complies with the provisions of this Articleand that all conditions precedent herein provided for relating to such transaction have been complied with.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other corporation Person or convey convey, transfer or transfer all or substantially all of lease (as lessor) its properties and assets and the properties and assets of the Subsidiariesas, taken as a wholeor substantially as, an entirety to any Person, unless;: (a) either (i) in the case of a merger, the Company shall be is the continuing corporationsurviving Person, or (2) the corporation Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all transfer, or substantially all of which leases, the properties and assets of the Company and the Subsidiariesas, taken as or substantially as, an entirety shall be a wholecorporation, shall be a corporation organized and validly existing under the laws of the United States of America or America, any State thereof or the District of Columbia, Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, principal of and interest, if any, any premium and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, or and no event which, after notice or lapse of time, time or both, would become an Event of Default, shall have happened and be continuingexist; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect Counsel, each stating that any such consolidation, merger, conveyance conveyance, transfer or transfer and any assumption permitted or lease and, if a supplemental indenture is required by in connection with such transaction, such supplemental indenture comply with this Article complies with the provisions of this Articleand that all conditions precedent herein provided for relating to such transaction have been complied with.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other corporation or convey or transfer all or substantially all of its properties and assets and the properties and assets of the Subsidiaries, taken as a whole, to any Person, unless;: (a) either the Company shall be the continuing corporation, or the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of the properties and assets of the Company and the Subsidiaries, taken as a whole, shall be a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, and interest, if any, on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, or event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, conveyance or transfer and any assumption permitted or required by this Article complies with the provisions of this Article.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other corporation or convey or transfer all or substantially all of its properties and assets and the properties and assets of the Subsidiaries, taken as a whole, to any Person, unless; (a) either the Company shall be the continuing corporation, or the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of the properties and assets of the Company and the Subsidiaries, taken as a whole, shall be a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, and interest, if any, on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, or event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect as conclusive evidence that any such consolidation, merger, conveyance or transfer and any assumption permitted or required by this Article complies with the provisions of this Article.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other corporation or convey or transfer all or substantially all of its properties and assets and the properties and assets of the Subsidiaries, taken as a whole, to any Person, unless; (a) either the Company shall be the continuing corporation, or the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of the properties and assets of the Company and the Subsidiaries, taken as a whole, shall be a corporation organized and existing under the laws of the United States of America or any State thereof or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, and interest, if any, on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, or event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, conveyance or transfer and any assumption permitted or required by this Article complies with the provisions of this Article.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other corporation or convey or transfer all or substantially all of its properties and assets and the properties and assets of the Subsidiaries, taken as a whole, to any Person, unless; (a) either the Company shall be the continuing corporation, or the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of the properties and assets of the Company and the Subsidiaries, taken as a whole, shall be a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, and interest, if any, on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, or event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; and (c) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, conveyance or transfer and any assumption permitted or required by this Article article complies with the provisions of this Articlearticle.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate may not, in a single transaction or a series of transactions: (a) consolidate, amalgamate or merge with or merge into any other corporation Person or convey permit any other Person to consolidate, amalgamate or transfer merge with or into the Company; or (b) directly or indirectly transfer, sell, lease or otherwise dispose of all or substantially all of its properties and assets and the properties and assets of the Subsidiaries, taken as a whole, to any Personassets, unless;, in either case: (ai) either the Company shall be the continuing surviving corporation, or the corporation formed by such consolidation or into or, in a transaction in which the Company is merged does not survive or in which the Person which acquires by conveyance Company transfers, sells or transfer other disposes of all or substantially all of its assets, the properties and assets of the Company and the Subsidiaries, taken as a whole, successor Person shall be a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, and interest, if any, on all the Securities and the performance of every covenant of this Indenture and the Securities on the part of the Company to be performed or observed; (bii) immediately after giving effect to such transaction, no Event of Default, or and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; and (ciii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that any such consolidation, amalgamation, merger, conveyance transfer, sale or transfer other disposition and any assumption permitted or required by this Article complies with the provisions of this Article.