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, without the consent of any Holder of Securities, amalgamate, consolidate or combine with or merge with or into any other Person or sell, transfer or lease all or substantially all of its properties and assets, substantially as an entirety to another Person, unless: (a) the resulting, surviving or transferee Person (the “Successor Company”) shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States of America, any State thereof, the District of Columbia or the laws of Canada or any province or territory thereunder, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee and the Co-Trustee, in form reasonably satisfactory to the Trustee and the Co-Trustee, all the obligations of the Company under the Securities and this Indenture; (b) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and (c) the Company or the Successor Company shall have delivered to the Trustee and the Co-Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that (i) such amalgamation, consolidation, merger or transfer, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the provisions of this Indenture, including this Article VIII and Article IX, and (ii) the transaction will not result in the Successor Company being required to pay any Additional Amounts in respect of any payments in respect of the Securities in accordance with Section 10.10.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not, without the consent of any each Holder of Securities, amalgamate, consolidate or combine with or merge with or into any other Person or sell, transfer or lease all or substantially all of its properties and assets, substantially as an entirety to another Person, unless: (a) the resulting, surviving or transferee Person (the “"Successor Company”") shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States of America, any State thereof, the District of Columbia or the laws of Canada or any province or territory thereunder, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee and the Co-Trustee, in form reasonably satisfactory to the Trustee and the Co-Trustee, all the obligations of the Company under the Securities and this Indenture; (b) the transaction will not result in the Successor Company being required to make any deduction or withholding on account of Canadian Taxes from any payments in respect of the Securities; (c) immediately after giving effect to such transaction, no Default Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (cd) the Company or the Successor Company shall have delivered to the Trustee and the Co-Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that (i) such amalgamation, consolidation, merger or transfer, and and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with the provisions of this Indenture, including this Article VIII 8 and Article IX, 9 and (ii) the that all conditions precedent herein provided for relating to such transaction will not result in the Successor Company being required to pay any Additional Amounts in respect of any payments in respect of the Securities in accordance with Section 10.10have been complied 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 shall not, without the consent of any Holder of Securities, amalgamate, will not consolidate or combine with or merge with or into any other Person or sellconvey, transfer or lease all or substantially all of its properties and assets, assets substantially as an entirety to another Personany person, unless: (a1) the resultingPerson formed by the consolidation or into which the Company is merged or the person which acquires by conveyance or transfer, surviving or transferee Person (which leases, the “Successor Company”) shall properties and assets of the Company substantially as an entirety will be a corporation, partnership, limited liability company or trust Person organized and existing under the laws of the United States of America, any a State thereof, of the United States of America or the District of Columbia or the laws of Canada or any province or territory thereunder, and the Successor Company (if not the Company) shall expressly assumeassumes, by one or more supplemental indentureindentures, executed and delivered to the Trustee and the Co-Trustee, in form reasonably satisfactory to the Trustee Trustee, the due and punctual payment of the principal of, premium, if any, and interest, if any, on all the Securities of each series and the Co-Trustee, all the obligations performance of every covenant of the Company under Original Indenture and of all Supplemental Indentures to be performed or observed by the Securities and this IndentureCompany; (b2) immediately after giving effect to such the transaction, no Default shall 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 (c3) the Company or the Successor Company shall have has delivered to the Trustee and the Co-Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that (i) such amalgamation, the consolidation, merger merger, conveyance, transfer or transferlease complies with Article V of the Original Indenture, as amended and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the provisions supplemented by Article V of this Second Supplemental Indenture, including this Article VIII and Article IX, and (ii) that all the conditions precedent relating to the transaction will not result set forth in this Section have been fulfilled and such transaction constitutes the Successor Company being required to pay any Additional Amounts in respect of any payments in respect legal, valid and binding obligation of the Securities Company enforceable against it in accordance with Section 10.10its terms.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not, without the consent of any Holder of Securities, amalgamate, consolidate or combine with or merge with or into any other Person or sell, transfer or lease all or substantially all of its properties and assets, substantially as an entirety to another Person, unless: (a) the resulting, surviving or transferee Person (the “"Successor Company”") shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States of America, any State thereof, the District of Columbia or the laws of Canada or any province or territory thereunder, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee and the Co-Trustee, in form reasonably satisfactory to the Trustee and the Co-Trustee, all the obligations of the Company under the Securities and this Indenture; (b) the Trustee is satisfied that the transaction will not result in the Successor Company being required to make any deduction or withholding on account of Canadian Taxes from any payments in respect of the Securities; (c) immediately after giving effect to such transaction, no Default Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (cd) the Company or the Successor Company shall have delivered to the Trustee and the Co-Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that (i) such amalgamation, consolidation, merger or transfer, and and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with the provisions of this Indenture, including this Article VIII 13 and Article IX, and (ii) the transaction will not result in the Successor Company being required to pay any Additional Amounts in respect of any payments in respect of the Securities in accordance with Section 10.109.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not, without the consent of any Holder of Securities, amalgamate, not consolidate or combine with or merge with or into any other Person corporation, or sellconvey or otherwise transfer, transfer or lease all or substantially lease, subject to the Lien of this Indenture, all of its properties and assets, the Mortgaged Property as or substantially as an entirety to another any Person, unless: (a) the resultingcorporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or other transfer, surviving or transferee Person (which leases, the “Successor Company”) Mortgaged Property as or substantially as an entirety shall be a corporation, partnership, limited liability company or trust corporation organized and existing under the laws of the United States of AmericaStates, any State thereof, or the District of Columbia or (such corporation being hereinafter sometimes called the laws of Canada or any province or territory thereunder, and the “Successor Company (if not the CompanyCorporation”) shall expressly assume, by supplemental indenture, executed execute and delivered deliver to the Trustee and the Co-Trusteean indenture supplemental hereto, in form recordable and reasonably satisfactory to the Trustee Trustee, which: (i) in the case of a consolidation, merger, conveyance or other transfer, or in the case of a lease if the term thereof extends beyond the last Stated Maturity of the Securities then Outstanding, contains an assumption by the Successor Corporation of the due and punctual payment of the principal of and premium, if any, and interest, if any, on all the Securities then Outstanding and the Co-Trustee, all performance and observance of every covenant and condition of this Indenture to be performed or observed by the obligations of the Company under the Securities and this Indenture; (b) immediately after giving effect to such transaction, no Default shall have occurred and be continuingCompany; and (cii) in the Company case of a consolidation, merger, conveyance or other transfer, contains a grant, conveyance, transfer and mortgage by the Successor Company shall have delivered to the Trustee and the Co-Trustee an Officers’ Certificate and an Opinion of CounselCorporation, each stating that (i) such amalgamation, consolidation, merger or transfer, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the provisions of this Indenture, including this Article VIII and Article IX, and (ii) the transaction will not result in the Successor Company being required to pay any Additional Amounts in respect of any payments in respect of the Securities in accordance with Section 10.10.same tenor of the Granting Clauses herein,

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not, without the consent of any Holder of Securities, amalgamate, consolidate or combine with or merge with or into any other Person or sell, transfer or lease all or substantially all of its properties and assets, substantially as an entirety to another Person, unless: (a) the resulting, surviving or transferee Person (the “Successor Company”) shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States of America, any State thereof, Puerto Rico, the District of Columbia or the laws of Canada or any province or territory thereunder, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee and the Co-Trustee, in form reasonably satisfactory to the Trustee and the Co-Trustee, all the obligations of the Company under the Securities and this Indenture; (b) the Trustee is satisfied that the transaction will not result in the Successor Company being required to make any deduction or withholding on account of Canadian Taxes from any payments in respect of the Securities; (c) immediately after giving effect to such transaction, no Default Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (cd) the Company or the Successor Company shall have delivered to the Trustee and the Co-Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that (i) such amalgamation, consolidation, merger or transfer, and and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with the provisions of this Indenture, including this Article VIII X and Article IX, and (ii) the transaction will not result in the Successor Company being required to pay any Additional Amounts in respect of any payments in respect of the Securities in accordance with Section 10.10XI.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not, without the consent of any Holder of Securities, amalgamate, consolidate or combine with or merge with or into any other Person or sell, transfer or lease all or substantially all of its properties and assets, substantially as an entirety to another Person, unless: (a) the resulting, surviving or transferee Person (the “"Successor Company”") shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States of America, any State thereof, the District of Columbia or the laws of Canada or any province or territory thereunder, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee and the Co-Trustee, in form reasonably satisfactory to the Trustee and the Co-Trustee, all the obligations of the Company under the Securities and this Indenture; (b) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and (c) the Company or the Successor Company shall have delivered to the Trustee and the Co-Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that (i) such amalgamation, consolidation, merger or transfer, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the provisions of this Indenture, including this Article VIII and Article IX, and (ii) the transaction will not result in the Successor Company being required to pay any Additional Amounts in respect of any payments in respect of the Securities in accordance with Section 10.10.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not, without the consent of any each Holder of Securities, amalgamate, consolidate or combine with or merge with or into any other Person or sell, transfer or lease all or substantially all of its properties and assets, substantially as an entirety to another Person, unless: (a) the resulting, surviving or transferee Person (the “"Successor Company”") shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States of America, any State thereof, the District of Columbia or the laws of Canada or any province or territory thereunder, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee and the Co-Trustee, in form reasonably satisfactory to the Trustee and the Co-Trustee, all the obligations of the Company under the Securities and this Indenture; (b) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and (c) the Company or the Successor Company shall have delivered to the Trustee and the Co-Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that (i) such amalgamation, consolidation, merger or transfer, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the provisions of this Indenture, including this Article VIII and Article IX, and (ii) the transaction will not result in the Successor Company being required to pay any Additional Amounts in respect of any payments in respect of the Securities in accordance with Section 10.10.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not, without the consent of any Holder of Securities, amalgamate, consolidate or combine with or merge with or into any other Person or sell, transfer or lease all or substantially all of its properties and assets, substantially as an entirety to another Person, unless: (a) the resulting, surviving or transferee Person (the “"Successor Company”") shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States of America, any State thereof, the District of Columbia or the laws of Canada or any province or territory thereunder, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee and the Co-Trustee, in form reasonably satisfactory to the Trustee and the Co-Trustee, all the obligations of the Company under the Securities and this Indenture; (b) immediately after giving effect to such transaction, no Default Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (c) the Company or the Successor Company shall have delivered to the Trustee and the Co-Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that (i) such amalgamation, consolidation, merger or transfer, and and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with the provisions of this Indenture, including this Article VIII ARTICLE V and Article IX, ARTICLE VI; and (ii) the transaction will not result in the Successor Company being required to pay make any Additional Amounts in respect deduction or withholding on account of Canadian Taxes from any payments in respect of the Securities in accordance with Section 10.10Securities.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall notnot consolidate with, without the consent of any Holder of Securities, amalgamate, consolidate merge into or combine with or merge with or into any other Person or sell, transfer or lease all or substantially all of its properties and assets, substantially as an entirety assets to another any other Person, unless: (a) either (i) the resultingCompany shall be the continuing Person or (ii) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, surviving or transferee Person which leases, the properties and assets of the Company substantially as an entirety (the “Successor CompanySurviving Entity”), (1) shall be a corporation, partnership, limited liability company or trust organized and validly existing under the laws of the United States of America, America or any State thereofof its political subdivisions, the District of Columbia Xxxxxx Xxxxxxx, Xxxxxxx, xxx Xxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx or the laws People’s Republic of Canada or any province or territory thereunder, China and (2) the Successor Company (if not the Company) Surviving Entity shall expressly assume, by an indenture supplemental indenturehereto, executed and delivered to the Trustee and the Co-Trustee, in form reasonably satisfactory to the Trustee and the Co-Trustee, all of the obligations of the Company under the Securities and this Indenture; (b) immediately after giving effect to such transaction, no Default Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (c) the Company or the Successor Company shall have Surviving Entity has delivered to the Trustee and the Co-Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that (i) such amalgamation, consolidation, merger merger, conveyance, transfer or transferlease and, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with the provisions of this Indenture, including this Article VIII 8 and Article IX9, and (ii) the transaction will not result in the Successor Company being required to pay any Additional Amounts in respect of any payments in respect of the Securities in accordance with Section 10.10respectively.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not, without the consent of any Holder of Securities, amalgamate, consolidate or combine with or merge with or into any other Person or sell, transfer or lease all or substantially all of its properties and assets, substantially as an entirety to another Person, unless: (a) the resulting, surviving or transferee Person (the “Successor Company”) shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States of America, any State thereof, the District of Columbia or the laws of Canada or any province or territory thereunder, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee and the Co-Trustee, in form reasonably satisfactory to the Trustee and the Co-Trustee, all the obligations of the Company under the Securities and this Indenture; (b) the Trustee is satisfied that the transaction will not result in the Successor Company being required to make any deduction or withholding on account of Canadian Taxes from any payments in respect of the Securities; (c) immediately after giving effect to such transaction, no Default Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (cd) the Company or the Successor Company shall have delivered to the Trustee and the Co-Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that (i) such amalgamation, consolidation, merger or transfer, and and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with the provisions of this Indenture, including this Article VIII 13 and Article IX, and (ii) the transaction will not result in the Successor Company being required to pay any Additional Amounts in respect of any payments in respect of the Securities in accordance with Section 10.109.