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

Company May Consolidate, Etc., Only on Certain Terms. The Company will not consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: (1) the corporation formed by the consolidation or into which the Company is merged or the person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety will be a corporation organized and existing under the laws of the United States of America, a State of the United States of America or the District of Columbia and expressly assumes, by one or more supplemental indentures, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest, if any, on all the Notes and the performance of every covenant of this Indenture to be performed or observed by the Company; (2) immediately after giving effect to the transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, will have occurred and be continuing; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger, conveyance, transfer or lease and the supplemental indenture (or the supplemental indentures together) comply with this Article and that all the conditions precedent relating to the transaction set forth in this Section have been fulfilled.

Company May Consolidate, Etc., Only on Certain Terms. The Company will shall not consolidate with or merge into any other corporation Person or convey, convey or transfer or lease its properties and assets substantially as an entirety to any Person, unless: (1i) the corporation Person formed by the such consolidation or into which the Company is merged or the person Person which acquires by conveyance or transfer, or which leases, transfer the properties and assets of the Company substantially as an entirety will shall be a corporation organized and existing under the laws of the United States of America, a State of the United States of America or any state or the District of Columbia Columbia, and shall expressly assumesassume, by one or more an indenture supplemental indentureshereto, 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 interest, if any, on all the Notes Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed by the Companyobserved; (2ii) immediately after giving effect to the such transaction, no Event of Default, and no event which, after notice or lapse of time time, or both, would become an Event of Default, will shall have occurred and be continuing; and (3iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that the such consolidation, merger, conveyance, conveyance or transfer or lease and the such supplemental indenture (or the supplemental indentures together) comply with this Article and that all the conditions precedent herein provided for relating to the such transaction set forth in this Section have been fulfilledcomplied with.

Company May Consolidate, Etc., Only on Certain Terms. The Unless otherwise provided in the terms of such Securities, the Company will shall not consolidate with or merge with or into any other corporation or convey, convey or transfer all or lease substantially all of its properties and assets substantially as an entirety to any Person, unless: (1i) either the Company shall be the continuing corporation, or the corporation (if other than the Company) formed by the such consolidation or into which the Company is merged or the person Person which acquires by conveyance or transfer, transfer all or which leases, substantially all of the properties and assets of the Company substantially as an entirety will be a corporation organized and existing under the laws of the United States of America, a State of the United States of America or the District of Columbia and shall expressly assumesassume, by one or more an indenture supplemental indentureshereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, of (and premium, if any, ) and interest, if any, on all the Notes Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed by the Companyobserved; (2ii) immediately after giving effect to the such transaction, no Default or Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, will Default shall have occurred happened and be continuing; and (3iii) the Company has and the successor Person have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that the such consolidation, merger, conveyance, conveyance or transfer or lease and the such supplemental indenture (or the supplemental indentures together) comply with this Article and that all the conditions precedent herein provided for relating to the such transaction set forth in this Section have been fulfilledcomplied with.

Company May Consolidate, Etc., Only on Certain Terms. The Company will shall not consolidate with or merge into any other corporation or convey, convey or transfer all or lease substantially all of its properties and assets substantially as an entirety to any Person, unless:; (1a) either the Company shall be the continuing corporation, or the corporation formed by the such consolidation or into which the Company is merged or the person Person which acquires by conveyance or transfer, transfer all or which leases, substantially all of the properties and assets of the Company substantially as an entirety will shall be a corporation organized and existing under the laws of the United States of America, a America or any State of the United States of America or the District of Columbia Columbia, and shall expressly assumesassume, by one or more an indenture supplemental indentureshereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal ofprincipal, premium, if any, and interest, if any, on all the Notes Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed by the Companyobserved; (2b) immediately after giving effect to the such transaction, no Event of Default, and no or event which, after notice or lapse of time time, or both, would become an Event of Default, will shall have occurred happened and be continuing; and (3c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating Counsel as conclusive evidence that the any such consolidation, merger, conveyance, conveyance or transfer and any assumption permitted or lease and the supplemental indenture (or the supplemental indentures together) comply with required by this Article and that all complies with the conditions precedent relating to the transaction set forth in provisions of this Section have been fulfilledArticle.

Company May Consolidate, Etc., Only on Certain Terms. The Company will not consolidate with or merge into any other corporation or convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to any another Person, unless: (1) the corporation formed by the consolidation or into which the Company is merged or the person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety will be a corporation organized and existing under the laws of the United States of America, a State of the United States of America or the District of Columbia and expressly assumes, by one or more supplemental indentures, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest, if any, on all the Notes Securities of each series and the performance of every covenant of this Indenture and of all Supplemental Indentures to be performed or observed by the Company; (2) with regard to each series of Securities, immediately after giving effect to the transaction, no Event of DefaultDefault with respect to that series of Securities, and no event which, after notice or lapse of time or both, would become an Event of DefaultDefault with respect to that series of Securities, will have occurred and be continuing; and (3) the Company has delivered to the Trustee an Officers’ Certificate Officer’s Certificate, and an Opinion of Counsel, each stating that the consolidation, merger, conveyance, transfer or lease and the supplemental indenture (or the supplemental indentures together) comply with this Article and that all the conditions precedent relating to the transaction set forth in this Section have been fulfilled.

Company May Consolidate, Etc., Only on Certain Terms. The Company will shall not consolidate with or merge into any other corporation Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: : (1a) if the corporation Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by the such consolidation or into which the Company is merged or the person which Person that acquires by conveyance or transfer, or which that leases, the properties and assets of the Company substantially as an entirety will shall be a corporation an entity organized and existing under the laws of the United States of America, a America or any State of the United States of America or Territory thereof or the District of Columbia and shall expressly assumesassume, by one or more an indenture supplemental indentureshereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, of and interest, if any, any premium and interest (including any Additional Interest) on all the Notes Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed by the Company; observed; (2b) immediately after giving effect to the such transaction, no Event of Default, and no event whichthat, after notice or lapse of time time, or both, would become constitute an Event of Default, will shall have occurred happened and be continuing; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger, conveyance, transfer or lease and the supplemental indenture (or the supplemental indentures together) comply with this Article and that all the conditions precedent relating to the transaction set forth in this Section have been fulfilled.50

Company May Consolidate, Etc., Only on Certain Terms. The Company will may not consolidate with or merge into any other corporation entity or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Personentity, unless: (1a) the corporation formed by successor or transferee entity, if other than the consolidation or into which the Company Company, is merged or the person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety will be a corporation organized and existing under the laws of the United States of AmericaStates, a State of the United States of America any state or territory thereof, the District of Columbia or England and Wales, and expressly assumes, assumes by one or more a supplemental indentures, indenture executed and delivered to the TrusteeTrustee and the Securities Administrator, in form reasonably satisfactory to the TrusteeTrustee and the Securities Administrator, the due and punctual payment of the principal of, premiumany premium on and any interest on, if any, and interest, if any, on all the Notes outstanding debt securities of the Company and the performance of every covenant of this and obligation in the Indenture and the Notes to be performed or observed by the Company; (2b) immediately after giving effect to the transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, will have occurred has happened and be is continuing; and (3c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each Counsel stating that the such consolidation, merger, conveyance, transfer or lease and the and, if a supplemental indenture (or the is required in connection with such transaction, such supplemental indentures together) comply indenture complies with this Article relating to such transaction and that all the conditions precedent herein provided for relating to the such transaction set forth in this Section have been fulfilledcomplied with.

Company May Consolidate, Etc., Only on Certain Terms. Section 5.01 of the Original Indenture shall be superseded and replaced with respect to the Notes by the following: The Company will not consolidate with or merge into any other corporation Person or convey, transfer or lease its properties and assets substantially as an entirety to any Personperson, unless: (1) the corporation Person formed by the consolidation or into which the Company is merged or the person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety will be a corporation Person organized and existing under the laws of the United States of America, a State of the United States of America or the District of Columbia and expressly assumes, by one or more supplemental indentures, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest, if any, on all the Notes Securities of each series and the performance of every covenant of this the Original Indenture and of all Supplemental Indentures to be performed or observed by the Company; (2) immediately after giving effect to the transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, will have occurred and be continuing; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger, conveyance, transfer or lease complies with Article V of the Original Indenture, as amended and the supplemental indenture (or the supplemental indentures together) comply with supplemented by Article V of this Article and Third Supplemental Indenture, that all the conditions precedent relating to the transaction set forth in this Section have been fulfilledfulfilled and such transaction constitutes the legal, valid and binding obligation of the Company enforceable against it in accordance with its terms.

Company May Consolidate, Etc., Only on Certain Terms. The Company will not consolidate with or merge into any other corporation Corporation or convey, transfer sell or lease convey its properties and assets substantially as an entirety to any PersonCorporation, unless: (1a) the corporation Corporation formed by the such consolidation or into which the Company is merged or the person Corporation which acquires by sale or conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety will be (the “Successor Corporation”) is a corporation Corporation organized and existing under the laws of the United States of AmericaStates, a any State of the United States of America thereof or the District of Columbia and will expressly assumesassume, by one or more a supplemental indenturesindenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, of (and premium, if any) and interest on the Notes, and interest, if any, on all the Notes and the performance of every covenant of this the Indenture on the part of the Company to be performed or observed by the Companyobserved; (2b) immediately after giving effect to the such transaction, no Event of Default, and no event which, after notice or lapse of time time, or both, would become an Event of Default, will have occurred and be continuing; and (3c) the Company or Successor Corporation has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that the such consolidation, merger, conveyance, transfer sale or lease conveyance and the such supplemental indenture (or the supplemental indentures together) comply with this Article Ten (as modified by the Sixth Supplemental Indenture) and that all the conditions precedent provided for in the Indenture relating to the such transaction set forth in this Section have been fulfilledcomplied with.

Company May Consolidate, Etc., Only on Certain Terms. The Company will not consolidate with or merge into any other corporation Corporation or convey, transfer sell or lease convey its properties and assets substantially as an entirety to any PersonCorporation, unless: (1a) the corporation Corporation formed by the such consolidation or into which the Company is merged or the person Corporation which acquires by sale or conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety will be (the “Successor Corporation”) is a corporation Corporation organized and existing under the laws of the United States of AmericaStates, a any State of the United States of America thereof or the District of Columbia and will expressly assumesassume, by one or more a supplemental indenturesindenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, of (and premium, if any) and interest on the Notes, and interest, if any, on all the Notes and the performance of every covenant of this the Indenture on the part of the Company to be performed or observed by the Companyobserved; (2b) immediately after giving effect to the such transaction, no Event of Default, and no event which, after notice or lapse of time time, or both, would become an Event of Default, will have occurred and be continuing; and (3c) the Company or Successor Corporation has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that the such consolidation, merger, conveyance, transfer sale or lease conveyance and the such supplemental indenture (or the supplemental indentures together) comply with this Article Ten (as modified by the Fifth Supplemental Indenture) and that all the conditions precedent provided for in the Indenture relating to the such transaction set forth in this Section have been fulfilledcomplied with.

Company May Consolidate, Etc., Only on Certain Terms. The Company will shall not consolidate with or merge into any other corporation Person or convey, convey or transfer all or lease substantially all of its properties and assets substantially as an entirety to any Person, unless: (1a) either the corporation Company shall be the continuing Person, or the Person formed by the such consolidation or into which the Company is merged or the person Person which acquires by conveyance or transfer, transfer all or which leases, substantially all of the properties and assets of the Company substantially as an entirety will shall be a corporation Person organized and existing under the laws of the United States of America, a State of the United States of America or any state or the District of Columbia Columbia, and shall expressly assumesassume, by one or more an indenture supplemental indentureshereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal ofprincipal, premium, if any, and interest, if any, on all the Notes Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed by the Companyobserved; (2b) immediately after giving effect to the such transaction, no Event of Default, and no or event which, after notice or lapse of time time, or both, would become an Event of Default, will shall have occurred happened and be continuing; and (3c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating Counsel as conclusive evidence that the any such consolidation, merger, conveyance, conveyance or transfer and any assumption permitted or lease and the supplemental indenture (or the supplemental indentures together) comply with required by this Article and that all complies with the conditions precedent relating to the transaction set forth in provisions of this Section have been fulfilledArticle.

Company May Consolidate, Etc., Only on Certain Terms. The Company will shall not consolidate with or merge into any other corporation or convey, convey or transfer or lease its properties and assets substantially as an entirety entirety, to any Personcorporation, unless: (1) the corporation formed by the such consolidation or into which the Company is merged or the person corporation which acquires by conveyance or transfer, or which leases, transfer the properties and assets of the Company substantially as an entirety will shall be a corporation organized and existing under the laws of the United States of America, a America or any State of the United States of America or the District of Columbia Columbia, and shall expressly assumesassume, by one or more an indenture supplemental indentureshereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, of and interest, if any, interest on all the Notes Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed by the Companyobserved; (2) immediately after giving effect to the such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, will shall have occurred happened and be continuing; and; (3) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with; and (4) the Guarantor has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger, conveyance, transfer or lease Guarantees remain in full force and the supplemental indenture (or the supplemental indentures together) comply with this Article and that all the conditions precedent relating to the transaction set forth in this Section have been fulfilledeffect.

Company May Consolidate, Etc., Only on Certain Terms. The Company will not consolidate with or merge into any other corporation Person or convey, transfer or lease its properties and assets substantially as an entirety to any Personperson, unless: (1) the corporation Person formed by the consolidation or into which the Company is merged or the person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety will be a corporation Person organized and existing under the laws of the United States of America, a State of the United States of America or the District of Columbia and expressly assumes, by one or more supplemental indentures, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest, if any, on all the Notes Securities of each series and the performance of every covenant of this Indenture and of all Supplemental Indentures to be performed or observed by the Company; (2) immediately after giving effect to the transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, will have occurred and be continuing; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger, conveyance, transfer or lease and the supplemental indenture (or the supplemental indentures together) comply complies with this Article and that all the conditions precedent relating to the transaction set forth in this Section have been fulfilled.

Company May Consolidate, Etc., Only on Certain Terms. The Company will not consolidate with or merge into any other corporation Corporation or convey, transfer sell or lease convey its properties and assets substantially as an entirety to any PersonCorporation, unless: (1a) the corporation Corporation formed by the such consolidation or into which the Company is merged or the person Corporation which acquires by sale or conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety will be (the “Successor Corporation”) is a corporation Corporation organized and existing under the laws of the United States of AmericaStates, a any State of the United States of America thereof or the District of Columbia and will expressly assumesassume, by one or more a supplemental indenturesindenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, of (and premium, if any) and interest on the Notes, and interest, if any, on all the Notes and the performance of every covenant of this the Indenture on the part of the Company to be performed or observed by the Companyobserved; (2b) immediately after giving effect to the such transaction, no Event of Default, and no event which, after notice or lapse of time time, or both, would become an Event of Default, will have occurred and be continuing; and (3c) the Company or Successor Corporation has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that the such consolidation, merger, conveyance, transfer sale or lease conveyance and the such supplemental indenture (or the supplemental indentures together) comply with this Article Ten (as modified by the Fourth Supplemental Indenture) and that all the conditions precedent provided for in the Indenture relating to the such transaction set forth in this Section have been fulfilledcomplied with.

Company May Consolidate, Etc., Only on Certain Terms. The Company will shall not consolidate with or merge into any other corporation Person or convey, transfer or lease its properties properties, and assets assets, substantially as an entirety entity to any another Person, unless: (1a) either (i) the corporation Company shall be the continuing Person or (ii) the Person (if other than the Company) formed by the such consolidation or into which the Company is merged or the person Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety will (the “Surviving Entity”), (1) shall be a corporation organized and validly existing under the laws of the United States of America, a any State of the United States of America thereof or the District of Columbia and (2) the Surviving Entity shall expressly assumesassume, by one or more an indenture supplemental indentureshereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment all of the principal of, premium, if any, obligations of the Company under the Securities and interest, if any, on all the Notes and the performance of every covenant of this Indenture to be performed or observed by the CompanyIndenture; (2b) immediately after giving effect to the such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, will shall have occurred and be continuing; and (3c) the Company or the Surviving Entity has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the such consolidation, merger, conveyance, transfer or lease and the and, if a supplemental indenture (or the is required in connection with such transaction, such supplemental indentures together) indenture comply with this Article 8 and that all the conditions precedent relating to the transaction set forth in this Section have been fulfilledArticle 9, respectively.

Company May Consolidate, Etc., Only on Certain Terms. The Company will shall not merge or consolidate with or merge into any other corporation into, or sell, convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to to, any Person, unless: (1a) the corporation formed by the consolidation or into which the Company is merged the surviving Person or the person which acquires by conveyance or transfer, or which leases, successor Person (if other than the properties and assets of the Company substantially as an entirety will be a corporation Company) is organized and validly existing under the laws of the United States of America, a State of the United States of America or the District of Columbia any U.S. domestic jurisdiction and shall expressly assumesassume, by one or more an indenture supplemental indentureshereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, of (and premium, if any, ) and interestinterest and Additional Interest, if any, on all the Notes Securities and the performance or observance of every covenant all of the covenants, conditions and obligations of this Indenture on the part of the Company to be performed or observed by the Companyobserved; (2b) immediately after giving effect to the such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, will shall have occurred and be continuing; and (3c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the such consolidation, merger, conveyance, transfer or lease and the and, if a supplemental indenture (or the is required in connection with such transaction, such supplemental indentures together) indenture comply with this Article and that all the conditions precedent herein provided for relating to the such transaction set forth in this Section have been fulfilledcomplied with.