Common use of Company May Consolidate, Etc Clause in Contracts

Company May Consolidate, Etc. Nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.

Company May Consolidate, Etc. Nothing Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.

Company May Consolidate, Etc. Nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition. If the Company is not the surviving entity of any such transaction, the Company or the continuing entity agrees to deliver to the Trustee an Officer’s Certificate and Opinion of Counsel stating that the transaction and the supplemental indenture complies with this Section 10.01 and that all conditions precedent herein relating to the transaction have been satisfied.

Company May Consolidate, Etc. Nothing Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures supplemental to this Indenture, nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property property; (ii) in case the Company consolidates with or merges into another Person or conveys or transfers its properties and assets substantially then as an entirety to any Person, the successor Person is organized under the laws of the United States or any state or the District of Columbia; and (biii) in the immediately after giving effect thereto, an Event of Default, and no event that the Securities which, after notice or lapse of any series then Outstanding are convertible into time or exchangeable for shares both, would become an Event of common stock or other securities of the CompanyDefault, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter have occurred and be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositioncontinuing.

Company May Consolidate, Etc. Nothing Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officers' Certificate, or established in one or more indentures supplemental to this Indenture, nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionproperty.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property property; (ii) in case the Company consolidates with or merges into another Person or conveys or transfers its properties and assets substantially then as an entirety to any Person, the successor Person is organized under the laws of the United States or any state or the District of Columbia; and (biii) in the immediately after giving effect thereto, no Event of Default, and no event that the Securities which, after notice or lapse of any series then Outstanding are convertible into time or exchangeable for shares both, would become an Event of common stock or other securities of the CompanyDefault, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter have occurred and be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositioncontinuing.

Company May Consolidate, Etc. Nothing Except as set forth in a Manager’s Certificate, or established in one or more indentures supplemental to this Indenture, nothing contained in this Indenture or in any of the Bonds shall prevent any consolidation or merger of the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, (a) the due and punctual payment of the principal of (and premium, if any) and interest on all of the Securities of all series Bonds in accordance with the terms of each seriesthereof, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series Bonds then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series Bondholders shall thereafter be entitled to receive upon conversion or exchange of such Securities Bonds the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities Bonds would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, 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 Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as to the extent the Trust Indenture Act is then in effectapplicable to this Indenture or such supplemental indenture) reasonably satisfactory in form to the Trustee in its good faith and executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property property; (ii) in case the Company consolidates with or merges into another Person or conveys or transfers its properties and assets substantially as an entirety to any Person, the successor Person is organized under the laws of the United States or any state or the District of Columbia; and (biii) in the immediately after giving effect thereto, no Event of Default, and no event that the Securities which, after notice or lapse of any series then Outstanding are convertible into time or exchangeable for shares both, would become an Event of common stock or other securities of the CompanyDefault, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter have occurred and be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositioncontinuing.

Company May Consolidate, Etc. Nothing Except as provided pursuant to Section 2.1 pursuant to a Board Resolution, and set forth in an Officers' Certificate, or established in one or more indentures supplemental to this Indenture, nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, (a) the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 2.1 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, (a) that the Company hereby covenants and agrees that, (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property property; (ii) in case the Company consolidates with or merges into another Person or conveys or transfers its properties and assets substantially then as an entirety to any Person, the successor Person is organized under the laws of the United States or any state or the District of Columbia; and (biii) in the immediately after giving effect thereto, an Event of Default, and no event that the Securities which, after notice or lapse of any series then Outstanding are convertible into time or exchangeable for shares both, would become an Event of common stock or other securities of the CompanyDefault, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter have occurred and be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositioncontinuing.

Company May Consolidate, Etc. Nothing Except as provided pursuant to Section 2.1 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 2.1 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.

Company May Consolidate, Etc. Nothing Except as provided pursuant to Section 2.1 pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures supplemental to this Indenture, nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, (a) the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 2.1 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.

Company May Consolidate, Etc. Nothing Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer's Certificate, or established in one or more indentures supplemental to this Indenture, nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, (a) that the Company hereby covenants and agrees that, (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property property; (ii) in case the Company consolidates with or merges into another Person or conveys or transfers its properties and assets substantially as an entirety to any Person, the successor Person is organized under the laws of the United States or any state or the District of Columbia; and (biii) in the immediately after giving effect thereto, no Event of Default, and no event that the Securities which, after notice or lapse of any series then Outstanding are convertible into time or exchangeable for shares both, would become an Event of common stock or other securities of the CompanyDefault, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter have occurred and be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositioncontinuing.

Company May Consolidate, Etc. Nothing Except as provided pursuant to Section 2.1 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, (a) the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 2.1 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; providedPROVIDED, howeverHOWEVER, (a) the Company hereby covenants and agrees that, (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property property, and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such ultimate parent entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities successor entity expressly assumes the number of securities or property to which a holder of the number of shares of common stock or other securities obligations of the Company deliverable upon conversion under the related Preferred Securities Guarantee, to the extent the Preferred Securities are then Outstanding; (ii) in case the Company consolidates with or exchange merges into another Person or conveys or transfers its properties and assets substantially as an entirety to any Person, the successor Person is organized under the laws of those Securities the United States or any State or the District of Columbia; and (iii) immediately after giving effect thereto, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionand be continuing.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property property; (ii) in case the Company consolidates with or merges into another Person or conveys or transfers its properties and assets substantially as an entirety to any Person, the successor Person is organized under the laws of the United States or any state or the District of Columbia; and (biii) in the immediately after giving effect thereto, an Event of Default, and no event that the Securities which, after notice or lapse of any series then Outstanding are convertible into time or exchangeable for shares both, would become an Event of common stock or other securities of the CompanyDefault, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter have occurred and be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositioncontinuing.

Company May Consolidate, Etc. Nothing contained in this Indenture on Certain Terms. The Company shall prevent any consolidation not, directly or merger of the Company indirectly, consolidate with or merge with or into any other Person (whether or not affiliated with the Company) sell, lease, convey or successive consolidations or mergers in which the Company or transfer all its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company or its successor or successors as an entirety, or properties and assets substantially as an entirety, whether in a single transaction or a series of related transactions, to any other corporation (whether Person or not group of affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided, however, Persons unless: (a) either (i) in the case of a merger or consolidation that does not involve a transfer of all or substantially all of the Company's properties and assets, the Company hereby covenants is the surviving entity or (ii) in case the Company shall consolidate with or merge into another Person or sell, lease, convey or transfer all its properties and agrees thatassets substantially as an entirety, upon whether in a single transaction or a series of related transactions, to any Person, the Person formed by such consolidation or merger (in each case, if into which the Company is not merged, or the survivor of such transaction), Person which acquires by sale, conveyanceconveyance or transfer, transfer or other dispositionwhich leases the properties and assets of the Company substantially as an entirety, shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under the laws of the United States of America, 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 of (of, premium, if any) , and interest (including Liquidated Damages, if any) on all of the Securities of all series in accordance with the terms of each series, according to their tenorNotes as applicable, and the due and punctual performance and or observance of all the covenants and conditions every covenant of this Indenture with respect on the part of the Company to each series be performed or established with respect observed and shall have provided for the applicable conversion rights set forth in Section 15.6 and the repurchase rights set forth in Article XVI; (b) immediately after giving effect to such series pursuant to Section 2.01 to transaction, no Event of Default, and no event that after notice or lapse of time or both, would become an Event of Default, shall have happened and be kept or performed by continuing; and (c) the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and has delivered to the Trustee by the entity formed by such consolidationan Officers' Certificate and an Opinion of Counsel, or into which the Company shall have been merged, or by the entity which shall have acquired such property and (b) in the event each stating that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionlease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with, together with any documents required under Article IX.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property property, and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such ultimate parent entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities successor entity expressly assumes the number of securities or property to which a holder of the number of shares of common stock or other securities obligations of the Company deliverable upon conversion under the related Preferred Securities Guarantee, to the extent the Preferred Securities are then Outstanding; (ii) in case the Company consolidates with or exchange merges into another Person or conveys or transfers its properties and assets substantially as an entirety to any Person, the successor Person is organized under the laws of those Securities the United States or any state or the District of Columbia; and (iii) immediately after giving effect thereto, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionand be continuing.

Company May Consolidate, Etc. Nothing contained (a) The Company shall not consolidate with or merge into any other Person (as defined in the Merger Agreement) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: (i) the board of directors of the Company shall have determined that, following such transaction, such Person would reasonably be expected to be able to carry out the obligations of the Company hereunder; (ii) the Person formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety (the “Surviving Person”) shall, by a supplemental contingent consideration payment agreement or other acknowledgment executed and delivered to the Paying Agent, expressly assume payment of amounts on all the CCCPs and the performance of every duty, obligation liability and covenant of this Indenture shall prevent Agreement, subject to the conditions herein, on the part of the Company to be performed or observed in the manner prescribed herein; and (iii) the Company has delivered to the Paying Agent a Certificate executed by the Chief Executive Officer of the Company, stating that such consolidation, merger, conveyance, transfer or lease complies with this Section 11 and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Upon any consolidation of or merger of by the Company with or into any other Person, or any conveyance, transfer or lease of the properties and assets substantially as an entirety to any Person in accordance with Section 11(a) hereof, the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if the Surviving Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Agreement and the CCCPs. (c) In the event that (i) the Company shall enter into any definitive agreement with respect to a consolidation or merger (whether by proxy, tender offer or not affiliated with otherwise) involving the Company and for which approval of stockholders of the Company is required, or of the conveyance or transfer of the properties and assets of the Company substantially as an entirety, or a tender offer or exchange offer for shares of its common stock; or (ii) the Company shall file (or have filed against it) for the voluntary or involuntary dissolution, liquidation or winding up of the Company, then the Company shall give prompt written notice to the Paying Agent and shall cause the Paying Agent, on behalf of and at the expense of the Company to give to each Holder of a CCCP at his, her or its address appearing on the CCCP Register, at least ten days prior to the applicable record date for such transaction, or the date of the event in the case of events for which there is no record date, by first-class mail, postage prepaid, a written notice stating (x) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation or successive consolidations winding up is reasonably expected to become effective or mergers consummated or (y) the initial expiration date set forth in which any tender offer or exchange offer for shares of the Company’s common stock. The failure by the Company or its successor the Paying Agent to give such notice or successors any defect therein shall be a party not affect the legality or partiesvalidity of any consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any such action. (d) The Company shall prevent not convey, transfer, lease or license the exclusive right to market and sell Zecuity to any salePerson, other than to Affiliates of the Company, unless: (i) the board of directors of the Company shall have determined that, following such transaction, such Person would reasonably be expected to be able to carry out the obligations of the Company hereunder; (ii) the Person that acquires the exclusive right to market and sell Zecuity by conveyance, transfer, leases or license shall, by a supplemental contingent consideration payment agreement or other acknowledgment executed and delivered to the Paying Agent, expressly assume payment of amounts on all the CCCPs and the performance of every duty, obligation liability and covenant of this Agreement, subject to the conditions herein, on the part of the Company to be performed or observed in the manner prescribed herein; and (iii) the Company has delivered to the Paying Agent a Certificate executed by the Chief Executive Officer of the Company, stating that such consolidation, merger, conveyance, transfer or other disposition of the property of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated lease complies with the Company or its successor or successors) authorized to acquire this Section 11 and operate the same; provided, however, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on that all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect precedent herein provided for relating to such series pursuant to transaction have been complied with. (e) Notwithstanding compliance with Section 2.01 to be kept or performed by 11(d) hereof, the Company shall not be expressly assumed, by supplemental indenture relieved of any of its obligations and covenants under this Agreement and the CCCPs. (which shall conform to the f) The provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form this Section 11 shall apply 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionsuccessive transactions.

Company May Consolidate, Etc. Nothing contained (a) The Company shall not consolidate with or merge into any other Person (as defined in the Merger Agreement) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: (i) The board of directors of the Company shall have determined that, following such transaction, such Person would reasonably be expected to be able to carry out the obligations of the Company hereunder; (ii) the Person formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety (the “Surviving Person”) shall, by a supplemental contingent consideration payment agreement or other acknowledgment executed and delivered to the Paying Agent, expressly assume payment of amounts on all the Octreotide CCCPs and the performance of every duty, obligation liability and covenant of this Indenture shall prevent Agreement, subject to the conditions herein, on the part of the Company to be performed or observed in the manner prescribed herein; and (iii) the Company has delivered to the Paying Agent a Certificate executed by the Chief Executive Officer of the Company, stating that such consolidation, merger, conveyance, transfer or lease complies with this Section 11 and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Upon any consolidation of or merger of by the Company with or into any other 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 partiesPerson, or shall prevent any sale, conveyance, transfer or other disposition lease of the property properties and assets substantially as an entirety to any Person in accordance with Section 11(a) hereof, the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if the Surviving Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Agreement and the Octreotide CCCPs. (c) In the event that (i) the Company shall enter into any definitive agreement with respect to a consolidation or merger (whether by proxy, tender offer or otherwise) involving the Company and for which approval of stockholders of the Company is required, or its successor of the conveyance or successors transfer of the properties and assets of the Company substantially as an entirety, or substantially as an entirety, to any other corporation a tender offer or exchange offer for shares of its common stock; or (whether or not affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided, however, (aii) the Company hereby covenants and agrees thatshall file (or have filed against it) for the voluntary or involuntary dissolution, upon any such consolidation liquidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities winding up of the Company, such entity shallthen the Company shall give prompt written notice to the Paying Agent and shall cause the Paying Agent, by such supplemental indenture, make provision so that on behalf of and at the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities expense of the Company deliverable upon conversion to give to each Holder of an Octreotide CCCP at his, her or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately its address appearing on the Octreotide CCCP Register, at least 10 days prior to the applicable record date for such transaction, or the date of the event in the case of events for which there is no record date, by first-class mail, postage prepaid, a written notice stating (i) the date on which any such consolidation, merger, saleconveyance, transfer, dissolution, liquidation or winding up is reasonably expected to become effective or consummated or (ii) the initial expiration date set forth in any tender offer or exchange offer for shares of the Company’s common stock. The failure by the Company or the Paying Agent to give such notice or any defect therein shall not affect the legality or validity of any consolidation, merger, conveyance, transfer transfer, dissolution, liquidation or other dispositionwinding up, or the vote upon any such action. (d) The provisions of this Section 11 shall apply to successive transactions.

Company May Consolidate, Etc. Nothing contained in this Indenture (a) The Company shall prevent not merge or consolidate with any consolidation or other corporation (other than a merger of a Restricted Subsidiary into the Company with or into any other Person (whether or not affiliated with the Company) or successive consolidations or mergers in which the Company is the continuing corporation) or its successor or successors shall be a party or parties, or shall prevent any sale, conveyancesell, transfer or other disposition of the property of the Company convey its Property or its successor or successors assets as an entirety, entirety or substantially as an entirety, entirety to any Person other corporation than a wholly owned Restricted Subsidiary, unless: (whether or not affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided, however, (ai) the Company hereby covenants and agrees that, upon entity formed by or surviving any such consolidation or merger (in each case, if other than the Company is not the survivor of Company) or to which such transaction), sale, conveyance, transfer or other dispositionconveyance is made shall be a corporation organized and existing under the laws of the United States of America or a State or the District of Columbia and such corporation expressly assumes, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such corporation, the due and punctual payment of the principal of (of, premium, if any) , and interest on all of the Securities of all series in accordance with the terms of each seriesNotes, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this the Indenture with respect to each series or established with respect be performed by the Company; (ii) immediately before and after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company (or the surviving entity if the Company is not continuing) would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 2.01 303(a), or, in the case of a merger or consolidation of the Company into or with a wholly owned Restricted Subsidiary, the Consolidated Interest Coverage Ratio of the surviving entity would be no less than the Consolidated Interest Coverage Ratio of the Company immediately prior to such merger or consolidation; (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness Incurred or anticipated to be kept Incurred in connection with such transaction or performed by series of transactions) as if such transaction had occurred on the first day of the Determination Period, the Company (or the surviving entity if the Company is not continuing) shall be expressly assumed, by supplemental indenture (which shall conform have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to the provisions transaction or series of transactions; (v) the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and Company has delivered to the Trustee by an Officer's Certificate stating that such consideration, merger, sale, conveyance or transfer and such supplemental indenture comply with this Section 310 and that all conditions precedent herein provided for relating to such transaction have been complied with; and (vi) the entity formed by such consolidation, or into which the Company Trustee shall have been merged, or by the entity which shall have acquired such property and (b) in the event received an Opinion of Counsel as conclusive evidence that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyanceconveyance or acquisition, and any such assumption, complies with the provisions of this Section 310. (b) In case of any such consolidation or merger or such sale, transfer or conveyance to a Person other dispositionthan a Restricted Subsidiary in accordance with Section 310(a) and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company and the predecessor corporation shall thereupon be released from all liability with respect to the Notes, the Indenture and this Supplemental Indenture No.

Company May Consolidate, Etc. Nothing Except as provided pursuant to Section 2.1 pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures supplemental to this Indenture, nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 2.1 to be kept or performed by the Company shall be expressly assumed, by indenture supplemental indenture hereto (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity Entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which Entity that shall have acquired such property and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity Entity shall, by such indenture supplemental indenturehereto, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.

Company May Consolidate, Etc. Nothing contained in this Indenture The Company shall prevent any consolidation not, directly or merger of the Company indirectly, consolidate with or merge with or into any other Person or sell, lease, convey or transfer all or substantially all its assets, whether in a single transaction or a series of related transactions, to any Person or group of affiliated Persons unless: (whether a) either (i) in the case of a merger or consolidation that does not affiliated with involve a transfer of all or substantially all of the Company's properties and assets, the Company is the surviving entity or (ii) in case the Company shall consolidate with or successive consolidations merge into another Person or mergers sell, lease, convey or transfer all or substantially all assets, whether in a single transaction or a series of related transactions, to any Person, the Person formed by such consolidation or into which the Company or its successor or successors shall be a party or partiesis merged, or shall prevent any the Person which acquires by sale, conveyanceconveyance or transfer, transfer or other disposition of which leases the property properties and assets of the Company or its successor or successors as an entirety, or substantially as an entirety, shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to any other corporation (whether or not affiliated with the Company or its successor or successors) authorized Trustee, in form satisfactory to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other dispositionTrustee, the due and punctual payment of the principal of (of, premium, if any) , and interest (including Liquidated Damages, if any) on all of the Securities of all series in accordance with the terms of each series, according to their tenorNotes as applicable, and the due and punctual performance and or observance of all the covenants and conditions every covenant of this Indenture with respect on the part of the Company to each series be performed or established with respect observed and shall have provided for the applicable conversion rights set forth in Section 15.7 and the repurchase rights set forth in Article XVI; (b) immediately after giving effect to such series pursuant to Section 2.01 to transaction, no Event of Default, and no event that after notice or lapse of time or both, would become an Event of Default, shall have happened and be kept or performed by continuing; and (c) the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and has delivered to the Trustee by the entity formed by such consolidationan Officer's Certificate and an Opinion of Counsel, or into which the Company shall have been merged, or by the entity which shall have acquired such property and (b) in the event each stating that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionlease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with this Article XII and that all conditions precedent herein provided for relating to such transaction have been complied with, together with any documents required under Article IX.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debt Securities shall prevent any consolidation or merger of the Company with or into any other Person 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 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 (ai) the Company hereby covenants and agrees that-------- ------- entity formed by such consolidation, upon any such consolidation or merger (in each case, if into which the Company is not shall have been merged, or which shall have acquired such property (the survivor "successor corporation") shall be a corporation organized under a state of the United States or the District of Columbia, (ii) upon such transaction)consolidation, merger, sale, conveyance, transfer or other disposition, the successor corporation shall expressly assume, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect), satisfactory in form to the Trustee and executed and delivered to the Trustee, the due and punctual payment of the principal of (premium, if any) and interest on all of the Debt Securities of all series in accordance with the terms of each series, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 2.1 to be kept or performed by the Company shall be expressly assumedCompany, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (biii) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to following such consolidation, merger, sale, conveyance, transfer or other disposition, no 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.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property property, and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such ultimate parent entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities successor entity expressly assumes the number of securities or property to which a holder of the number of shares of common stock or other securities obligations of the Company deliverable upon conversion under the related Preferred Securities Guarantee, to the extent the Preferred Securities are then Outstanding; (ii) in case the Company consolidates with or exchange merges into another Person or conveys or transfers its properties and assets substantially as an entirety to any Person, the successor Person is organized under the laws of those Securities the United States or any State or the District of Columbia or the Commonwealth of Puerto Rico; and (iii) immediately after giving effect thereto, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionand be continuing.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property property, and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such ultimate parent entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities successor entity expressly assumes the number of securities or property to which a holder of the number of shares of common stock or other securities obligations of the Company deliverable upon conversion under each of the related Preferred Securities Guarantees, to the extent any Preferred Securities are then Outstanding; (ii) in case the Company consolidates with or exchange merges into another Person or conveys or transfers its properties and assets substantially as an entirety to any Person, the successor Person is organized under the laws of those Securities the United States or any state or the District of Columbia; and (iii) immediately after giving effect thereto, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionand be continuing.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property property; (ii) in case the Company consolidates with or merges into another Person or conveys or transfers its properties and assets substantially then as an entirety to any Person, the successor Person is organized under the laws of the United States or any state or the District of Columbia; and (biii) in the immediately after giving effect thereto, no Event of Default, and no event that the Securities which, after notice or lapse of any series then Outstanding are convertible into time or exchangeable for shares both, would become an Event of common stock or other securities of the CompanyDefault, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter have occurred and be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositioncontinuing.

Company May Consolidate, Etc. Nothing Except as set forth in an Officer's Certificate, or established in one or more indentures supplemental to this Indenture, nothing contained in this Indenture or in any of the Bonds shall prevent any consolidation or merger of the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, (a) the due and punctual payment of the principal of (and premium, if any) and interest on all of the Securities of all series Bonds in accordance with the terms of each seriesthereof, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series Bonds then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series Bondholders shall thereafter be entitled to receive upon conversion or exchange of such Securities Bonds the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities Bonds would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.

Company May Consolidate, Etc. Nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition. If the Company is not the surviving entity of any such transaction, the Company or the continuing entity agrees to deliver to the Trustee an Officer’s Certificate and Opinion of Counsel stating that the transaction and the supplemental indenture complies with this Section 10.01 and that all conditions precedent herein relating to the transaction have been satisfied.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, (i) upon any such consolidation or consolidation, merger (in each case, if where the Company is not the survivor of such transactionsurviving entity), sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property and property; (bii) in case the event that Company consolidates with or merges into another Person or conveys or transfers its properties and assets substantially as an entirety to any Person, the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities successor Person is organized under the laws of the Company, such entity shall, by such supplemental indenture, make provision so that United States or any state or the Securityholders District of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.Columbia; and

Company May Consolidate, Etc. Nothing contained (a) The Company shall not consolidate with or merge into any other Person (as defined in the Merger Agreement) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: (i) The board of directors of the Company shall have determined that, following such transaction, such Person would reasonably be expected to be able to carry out the obligations of the Company hereunder; (ii) the Person formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety (the “Surviving Person”) shall, by a supplemental contingent consideration payment agreement or other acknowledgment executed and delivered to the Paying Agent, expressly assume payment of amounts on all the Nebido CCCPs and the performance of every duty, obligation liability and covenant of this Indenture shall prevent Agreement, subject to the conditions herein, on the part of the Company to be performed or observed in the manner prescribed herein; and (iii) the Company has delivered to the Paying Agent a Certificate executed by the Chief Executive Officer of the Company, stating that such consolidation, merger, conveyance, transfer or lease complies with this Section 11 and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Upon any consolidation of or merger of by the Company with or into any other 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 partiesPerson, or shall prevent any sale, conveyance, transfer or other disposition lease of the property properties and assets substantially as an entirety to any Person in accordance with Section 11(a) hereof, the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if the Surviving Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Agreement and the Nebido CCCPs. (c) In the event that (i) the Company shall enter into any definitive agreement with respect to a consolidation or merger (whether by proxy, tender offer or otherwise) involving the Company and for which approval of stockholders of the Company is required, or its successor of the conveyance or successors transfer of the properties and assets of the Company substantially as an entirety, or substantially as an entirety, to any other corporation a tender offer or exchange offer for shares of its common stock; or (whether or not affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided, however, (aii) the Company hereby covenants and agrees thatshall file (or have filed against it) for the voluntary or involuntary dissolution, upon any such consolidation liquidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities winding up of the Company, such entity shallthen the Company shall give prompt written notice to the Paying Agent and shall cause the Paying Agent, by such supplemental indenture, make provision so that on behalf of and at the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities expense of the Company deliverable upon conversion to give to each Holder of a Nebido CCCP at his, her or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately its address appearing on the Nebido CCCP Register, at least 10 days prior to the applicable record date for such transaction, or the date of the event in the case of events for which there is no record date, by first-class mail, postage prepaid, a written notice stating (i) the date on which any such consolidation, merger, saleconveyance, transfer, dissolution, liquidation or winding up is reasonably expected to become effective or consummated or (ii) the initial expiration date set forth in any tender offer or exchange offer for shares of the Company’s common stock. The failure by the Company or the Paying Agent to give such notice or any defect therein shall not affect the legality or validity of any consolidation, merger, conveyance, transfer transfer, dissolution, liquidation or other dispositionwinding up, or the vote upon any such action. (d) The provisions of this Section 11 shall apply to successive transactions.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which he Company, as the Company case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, (a) that the Company hereby covenants and agrees that, (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property property; (ii) in case the Company consolidates with or merges into another Person or conveys or transfers its properties and assets substantially then as an entirety to any Person, the successor Person is organized under the laws of the United States or any state or the District of Columbia; and (biii) in the immediately after giving effect thereto, an Event of Default, and no event that the Securities which, after notice or lapse of any series then Outstanding are convertible into time or exchangeable for shares both, would become an Event of common stock or other securities of the CompanyDefault, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter have occurred and be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositioncontinuing.

Company May Consolidate, Etc. Nothing Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures supplemental to this Indenture, nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (and premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; providedPROVIDED, howeverHOWEVER, (a) the Company hereby covenants and agrees that, (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property property, and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such ultimate parent entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities successor entity expressly assumes the number of securities or property to which a holder of the number of shares of common stock or other securities obligations of the Company deliverable upon conversion under the related Preferred Securities Guarantee, to the extent the Preferred Securities are then Outstanding; (ii) in case the Company consolidates with or exchange merges into another Person or conveys or transfers its properties and assets substantially as an entirety to any Person, the successor Person is organized under the laws of those Securities the United States or any state or the District of Columbia; and (iii) immediately after giving effect thereto, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionand be continuing.

Company May Consolidate, Etc. Nothing Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures supplemental to this Indenture, nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number and kind of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled to receive in exchange therefor in such consolidation, merger, sale, conveyance, transfer or other disposition had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.

Company May Consolidate, Etc. Nothing Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures supplemental to this Indenture, nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other 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 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, , (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number and kind of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled to receive in exchange therefor in such consolidation, merger, sale, conveyance, transfer or other disposition had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property property, and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such ultimate parent entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities successor entity expressly assumes the number of securities or property to which a holder of the number of shares of common stock or other securities obligations of the Company deliverable upon conversion under the related Preferred Securities Guarantee, to the extent the Preferred Securities are then Outstanding; (ii) in case the Company consolidates with or exchange merges into another Person or conveys or transfers its properties and assets substantially as an entirety to any Person, the successor Person is organized under the laws of those Securities the United States or any state or the District of Columbia; and (iii) immediately after giving effect thereto, an Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionand be continuing.

Company May Consolidate, Etc. Nothing contained (a) After the Effective Time, the Company shall not consolidate with or merge into any other Person or convey, transfer or lease all or substantially all of its properties to any Person, unless: (i) the Person formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, all or substantially all of the properties and assets of the Company (the “Surviving Person”) shall, by a supplemental contingent value rights agreement or other acknowledgment (i) executed and delivered to the Committee or (ii) pursuant to a provision in an agreement between the Company and the Surviving Person to which the Committee is a third-party beneficiary, expressly assume the performance of every covenant and obligation under this Indenture shall prevent Agreement, subject to the conditions herein, on the part of the Company to be performed or observed in the manner prescribed herein; and (ii) the Company has delivered to the Committee an officers’ certificate, stating that such consolidation, merger, conveyance, transfer or lease complies with this Article VI and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Upon any consolidation of or merger of by the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with Section 6.02(a), the terms of each seriesSurviving Person shall succeed to, according to their tenorbe substituted for and assume all covenants and obligations of, and may exercise every right and power of, the due Company under this Agreement with the same effect as if the Surviving Person had been named as the Company herein, and punctual performance and observance thereafter the predecessor Person shall be relieved of all the covenants and conditions obligations under this Agreement and the CVRs. (c) The provisions of this Indenture with respect Section 6.02 shall apply to each series or established with respect successive transactions and shall apply jointly and severally to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then all Surviving Persons should any transaction result in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionmultiple Surviving Persons.

Company May Consolidate, Etc. Nothing contained in this Indenture The Company shall prevent any consolidation not, directly or merger of the Company indirectly, consolidate with or merge with or into any other Person or sell, lease, convey or transfer all or substantially all its assets, whether in a single transaction or a series of related transactions, to any Person or group of affiliated Persons unless: (whether a) either (i) in the case of a merger or consolidation that does not affiliated with involve a transfer of all or substantially all of the Company's properties and assets, the Company is the surviving entity or (ii) in case the Company shall consolidate with or successive consolidations merge into another Person or mergers sell, lease, convey or transfer all or substantially all of its properties and assets, whether in a single transaction or a series of related transactions, to any Person, the Person formed by such consolidation or into which the Company or its successor or successors shall be a party or partiesis merged, or shall prevent any the Person which acquires by sale, conveyanceconveyance or transfer, transfer or other disposition of which leases the property properties and assets of the Company or its successor or successors as an entirety, or substantially as an entirety, shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to any other corporation (whether or not affiliated with the Company or its successor or successors) authorized Trustee, in form satisfactory to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other dispositionTrustee, the due and punctual payment of the principal of (of, premium, if any) , and interest (including Liquidated Damages, if any) on all of the Securities of all series in accordance with the terms of each series, according to their tenorNotes as applicable, and the due and punctual performance and or observance of all the covenants and conditions every covenant of this Indenture with respect and the Security Documents on the part of the Company to each series be performed or established with respect observed and shall have provided for the applicable conversion rights set forth in Section 15.6 and the repurchase rights set forth in Article XVI; (b) immediately after giving effect to such series pursuant to Section 2.01 to transaction, no Event of Default, and no event that after notice or lapse of time or both, would become an Event of Default, shall have happened and be kept or performed by continuing; and (c) the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and has delivered to the Trustee by the entity formed by such consolidationan Officer's Certificate and an Opinion of Counsel, or into which the Company shall have been merged, or by the entity which shall have acquired such property and (b) in the event each stating that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionlease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with this Article XII and that all conditions precedent herein provided for relating to such transaction have been complied with, together with any documents required under Article IX.

Company May Consolidate, Etc. Nothing Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures supplemental to this Indenture, nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock ordinary shares or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock ordinary shares or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property and (b) in property, and, if applicable, the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such ultimate parent entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities successor entity expressly assumes the number of securities or property to which a holder of the number of shares of common stock or other securities obligations of the Company deliverable upon conversion under the related Preferred Securities Guarantee, to the extent the Preferred Securities are then Outstanding; (ii) in case the Company consolidates with or exchange merges into another Person or conveys or transfers its properties and assets substantially as an entirety to any Person, the successor Person is organized under the laws of those Securities the United States or any state or the District of Columbia; and (iii) immediately after giving effect thereto, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionand be continuing.

Company May Consolidate, Etc. Nothing Except as provided pursuant to Section 2.1 pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures supplemental to this Indenture, nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 2.1 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property property, and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such ultimate parent entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities successor entity expressly assumes the number of securities or property to which a holder of the number of shares of common stock or other securities obligations of the Company deliverable upon conversion under the related Preferred Securities Guarantee, to the extent the 42 Preferred Securities are then Outstanding; (ii) in case the Company consolidates with or exchange merges into another Person or conveys or transfers its properties and assets substantially as an entirety to any Person, the successor Person is organized under the laws of those Securities the United States or any state or the District of Columbia; and (iii) immediately after giving effect thereto, an Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionand be continuing.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, , (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property property; (ii) in case the Company consolidates with or merges into another Person or conveys or transfers its properties and assets substantially then as an entirety to any Person, the successor Person is organized under the laws of the United States or any state or the District of Columbia; and (biii) in the immediately after giving effect thereto, an Event of Default, and no event that the Securities which, after notice or lapse of any series then Outstanding are convertible into time or exchangeable for shares both, would become an Event of common stock or other securities of the CompanyDefault, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter have occurred and be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositioncontinuing.

Company May Consolidate, Etc. Nothing contained in this Indenture shall prevent any consolidation on Certain Terms. The Company will not consolidate or merger of the Company merge with or into any other Person or sell, lease, assign, transfer or otherwise convey all or substantially all of its properties and assets to any other Person, unless: (whether a) either (1) the Company shall be the continuing Person (in the case of a merger), or not affiliated with (2) the successor Person (if other than the Company) formed by 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 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, (a) the Company hereby covenants and agrees that, upon any resulting from such consolidation or merger or to which such properties and assets shall have been sold, leased, assigned, transferred or otherwise conveyed is a corporation organized and existing under the laws of the United States of America or any State thereof and shall expressly assume, by an indenture (in each caseor indentures, if at such time there is more than one Trustee) supplemental hereto, executed and delivered by such Successor Corporation and the Company is not Trustee, in form satisfactory to the survivor of such transaction), sale, conveyance, transfer or other dispositionTrustee, the due and punctual payment of the principal of (of, premium, if any) , and interest on on, all of the Securities of all series in accordance with the terms of each series, according to their tenor, Notes Outstanding under this Indenture and the due and punctual performance and observance of all the covenants and conditions of every obligation in this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 and the Outstanding Notes on the part of the Company to be kept performed or performed by the Company observed, and which Supplemental Indenture shall be expressly assumed, by supplemental indenture (which shall conform to provide for conversion or exchange rights in accordance with the provisions of the Trust Indenture ActNotes of any series that are convertible or exchangeable into other securities; (b) immediately after giving effect to such transaction, as then in effectno 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) reasonably satisfactory in form to either the Trustee executed and Company (if it shall be the continuing Person) or the successor Person shall have delivered to the Trustee by the entity formed by such consolidationan Officers' Certificate and an Opinion of Counsel, or into which the Company shall have been merged, or by the entity which shall have acquired such property and (b) in the event each stating that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyancelease, assignment, transfer or other dispositionconveyance and, if a Supplemental Indenture is required in connection with such transaction, such Supplemental Indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Company May Consolidate, Etc. Nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other 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 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, howeverhowever , (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition. If the Company is not the surviving entity of any such transaction, the Company or the continuing entity agrees to deliver to the Trustee an Officer’s Certificate and Opinion of Counsel stating that the transaction and the supplemental indenture complies with this Section 10.01 and that all conditions precedent herein relating to the transaction have been satisfied.

Company May Consolidate, Etc. Nothing Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for ordinary shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of ordinary shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property property; (ii) in case the Company consolidates with or merges into another Person or conveys or transfers its properties and assets substantially as an entirety to any Person, the successor Person is organized under the laws of the United States or any state or the District of Columbia; and (biii) in the event that the Securities immediately after giving effect thereto, no Default or Event of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the CompanyDefault, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter have occurred and be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositioncontinuing.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, lease, transfer or other disposition of the property and assets of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, lease, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property property; (ii) in case the Company consolidates with or merges into another Person or conveys or transfers its properties and assets substantially then as an entirety to any Person, the successor Person is organized and validly existing under the laws of the United States or any state or the District of Columbia; and (biii) in the immediately after giving effect thereto, no Event of Default, and no event that the Securities which, after notice or lapse of any series then Outstanding are convertible into time or exchangeable for shares both, would become an Event of common stock or other securities of the CompanyDefault, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter have occurred and be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositioncontinuing.

Company May Consolidate, Etc. on Certain ----------------------------------------- Terms. ----- Nothing contained in this Indenture or in the Debt Securities of any series shall prevent any consolidation or merger of the Company with or into any other Person 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 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 Company, or its successor or successors) authorized to acquire and operate the same; provided, however, (a) that -------- ------- the Company hereby covenants and agrees that, upon any such consolidation or consolidation, merger (in each case, if where the Company is not the survivor of such transactionsurviving corporation), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (and premium, if any) and interest on all of the Debt Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company Company, shall be expressly assumed, assumed by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect, applicable to indentures qualified thereunder) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionproperty.

Company May Consolidate, Etc. Nothing contained (a) After the Effective Time, the Company shall not consolidate with or merge into any other Person or convey or transfer the Patent to any other Person, unless: (i) the Person formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer the Patent (the “Surviving Person”) shall, by a supplemental contingent consideration payment agreement or other acknowledgment (i) executed and delivered to the Committee or (ii) pursuant to a provision in an agreement between the Company and the Surviving Person to which the Committee is a third-party beneficiary, expressly assume the performance of every covenant and obligation under this Indenture Agreement, subject to the conditions herein, on the part of the Company to be performed or observed in the manner prescribed herein; and (ii) any conveyance or transfer of the Patent shall prevent convey the Company’s full right, title and interest in the Patent including all Claims for past and present infringements. (b) From the Effective Time until a final, non-appealable judgment has been rendered or a binding settlement has been reached in respect of the Permitted Claims, the Company shall not convey or transfer (other than pursuant to Section 6.02(a)) to any Person any portion of the business of the Company that possesses books and records relating to the Patent, or whose employees possess technical knowledge of the Patent, unless the Person that acquires by conveyance or transfer any such portion of the business of the Company (the “Knowledge Acquiring Person”) shall, by a supplemental contingent consideration payment agreement or other acknowledgment (i) executed and delivered to the Committee or (ii) pursuant to a provision in an agreement between the Company and the Knowledge Acquiring Person to which the Committee is a third-party beneficiary, expressly agree to perform the covenants and obligations under Section 4.01 (and Sections 3.02(e) and 6.02 in respect of Section 4.01), subject to the conditions herein, on the part of the Company to be performed or observed in the manner prescribed herein, with respect to such books and records and such employees. (c) Upon any consolidation of or merger of by the Company with or into any other Person (whether or not affiliated in accordance with Section 6.02(a), the Surviving Person shall succeed to, be substituted for and assume all covenants and obligations of, and may exercise every right and power of, the Company under this Agreement with the Company) or successive consolidations or mergers in which same effect as if the Surviving Person had been named as the Company or its successor or successors herein, and thereafter the predecessor Person shall be relieved of all covenants and obligations under this Agreement and the CCCPs. (d) Upon any conveyance or transfer of the Patent to any other Person in accordance with Section 6.02(a), the Surviving Person who is the resulting owner of the Patent shall succeed to, be substituted for and assume all covenants and obligations of, and may exercise every right and power of, the Company under this Agreement with the same effect as if such Surviving Person had been named as the Company herein; provided that the predecessor Person shall remain obligated with respect to all covenants and obligations under this Agreement and the CCCPs. (e) Upon any conveyance or transfer (that is not a party consolidation of or partiesmerger by the Company with or into, or shall prevent any sale, conveyance, a conveyance or transfer or other disposition of the property Patent to, any other Person) in accordance with Section 6.02(b) of any portion of the business of the Company or its successor or successors as an entiretythat possesses books and records relating to the Patent, or substantially as an entiretywhose employees possess technical knowledge of the Patent, the Knowledge Acquiring Person shall succeed to, be substituted for and assume all covenants and obligations of the Company under Section 4.01 (and Sections 3.02(e) and 6.02 in respect of Section 4.01) with respect to any other corporation (whether or not affiliated such books and records and such employees, with the same effect as if such Knowledge Acquiring Person had been named as the Company or its successor or successorsherein; provided that the predecessor Person shall remain obligated with respect to all covenants and obligations and, subject to Section 6.02(c) authorized to acquire and operate Section 6.02(d), may exercise every right and power of the same; providedCompany under this Agreement and the CCCPs. (f) After the Effective Time, however, in the event that (ai) the Company hereby covenants and agrees that, upon shall enter into any such definitive agreement with respect to a consolidation or merger (in each casewhether by proxy, if tender or exchange offer or otherwise) involving the Company and for which approval of stockholders of the Company is not the survivor of such transaction)required, sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all conveyance or transfer of the Securities Patent or any portion of all series in accordance with the terms business of each seriesthe Company that possesses books and records relating to the Patent, according to their tenoror whose employees possess technical knowledge of the Patent, and the due and punctual performance and observance or a tender offer or exchange offer for shares of all the covenants and conditions of this Indenture with respect to each series its common stock; or established with respect to such series pursuant to Section 2.01 to be kept or performed by (ii) the Company shall be expressly assumedfile (or have filed against it) for the voluntary or involuntary dissolution, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, liquidation or into which the Company shall have been merged, or by the entity which shall have acquired such property and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities winding up of the Company, then the Company shall give to the Paying Agent and the Committee, at least 10 Business Days prior to the applicable record date for such entity shalltransaction, by such supplemental indenture, make provision so that or the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder date of the number event in the case of shares of common stock or other securities of events for which there is no record date, a written notice stating (A) the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to date on which any such consolidation, merger, sale, conveyance, transfer transfer, dissolution, liquidation or other dispositionwinding up is reasonably expected to become effective or consummated or (B) the initial expiration date set forth in any tender offer or exchange offer for shares of the Company’s common stock. (g) The provisions of this Section 6.02 shall apply to successive transactions and shall apply jointly and severally to all Surviving Persons and Knowledge Acquiring Persons (to the extent they possess the Patent, relevant books and records or relevant employees) should any transaction result in multiple Surviving Persons or Knowledge Acquiring Persons.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such ultimate parent entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities successor entity (provided that such parent entity is duly registered as a bank holding company under The Bank Holding Company Act of 1956, as amended) expressly assumes the number of securities or property to which a holder of the number of shares of common stock or other securities obligations of the Company deliverable upon conversion under the related Preferred Securities Guarantee, to the extent the Preferred Securities are then outstanding; (ii) in case the Company consolidates with or exchange merges into another Person or conveys or transfers its properties and assets substantially as an entirety to any Person, the successor Person is organized under the laws of those Securities the United States or any state or the District of Columbia; and (iii) immediately after giving effect thereto, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionand be continuing.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property property, and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such ultimate parent entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities successor entity expressly assumes the number of securities or property to which a holder of the number of shares of common stock or other securities obligations of the Company deliverable upon conversion under the related Preferred Securities Guarantee, to the extent the Preferred Securities are then Otstanding; (ii) in case the Company consolidates with or exchange merges into another Person or conveys or transfers its properties and assets substantially as an entirety to any Person, the successor Person is (1) organized under the laws of those Securities the United States or any state or the District of Columbia and (2) is the ultimate parent entity of the organization with which the Company is engaging in such transaction; and (iii) immediately after giving effect thereto, an Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionand be continuing.

Company May Consolidate, Etc. Nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 2.1 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.

Company May Consolidate, Etc. Nothing contained in this Indenture shall prevent any consolidation or merger on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into any other into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another 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 other than any such sale, conveyance, transfer or other disposition lease to one or more of the property of the Company or its successor or successors as an entiretyGuarantors), 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, unless (a) the Company hereby covenants and agrees thatresulting, upon any such consolidation surviving or merger transferee Person (in each casethe “Successor Company”), if not the Company, shall be a Person that is organized, incorporated, formed or registered (as the case may be) and existing under the laws of the United States of America, any State thereof or the District of Columbia, the British Virgin Islands, the Cayman Islands, the Islands of Bermuda, the United Kingdom, Ireland, Luxembourg, Canada or any province thereof, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company is not under the survivor Notes and this Indenture (including, for the avoidance of doubt, the obligation to make any Additional Payments to the extent required under Section 18.17(a)(ii) and the Tax Redemption right in Section 18.17(b)(i)) 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 other disposition, the due and punctual payment lease of the principal of (premium, if any) and interest on all or substantially all of the Securities properties and assets of all series in accordance with one or more Subsidiaries of the terms of each seriesCompany to another Person, according to their tenorwhich properties and assets, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed if held by the Company shall be expressly assumedinstead of such Subsidiaries, by supplemental indenture (which shall conform to the provisions would constitute all or substantially all of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed properties 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities assets of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior on a consolidated basis, shall be deemed to such consolidation, merger, be the sale, conveyance, transfer or other dispositionlease of all or substantially all of the properties and assets of the Company to another Person. The provisions set forth in this Section 11.01 shall not restrict (and shall not apply to): (i) any Subsidiary consolidating with, merging with or into, or selling, conveying, transferring or leasing all or substantially all of its assets to the Company and (ii) the creation of a new Guarantor.

Company May Consolidate, Etc. Nothing contained in this Indenture Only on Certain Terms. ---------------------------------------------------- The Company shall prevent any consolidation or merger of the Company not consolidate with or merge into any other Person (whether or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Company shall not affiliated permit any Person to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (1) if the Company shall consolidate with or successive consolidations merge into another Person or mergers in convey, transfer or lease its properties and assets substantially as an entirety to any Person, 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 properties and assets of the Company substantially as an entirety shall be a party corporation, partnership or partiestrust, or shall prevent any sale, conveyance, transfer or other disposition be organized and validly existing under the laws of the property United States of America, any State thereof or the Company or its successor or successors as District of Columbia and shall expressly assume, by an entiretyindenture supplemental hereto, or substantially as an entiretyexecuted and delivered to the Trustee, in form satisfactory 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other dispositionTrustee, the due and punctual payment of the principal of (premium, if any) and any premium and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and or observance of all the covenants and conditions every covenant of this Indenture with respect on the part of the Company to each series be performed or established with respect observed; (2) immediately after giving effect to such series pursuant to Section 2.01 to be kept transaction and treating any indebtedness which becomes an obligation of the Company or performed a Restricted Subsidiary as a result of such transaction as having been incurred by the Company or such Restricted Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; (3) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be expressly assumed, by supplemental indenture necessary effectively to secure the Securities equally and ratably with (which shall conform to or prior to) all indebtedness secured thereby; and (4) the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and Company has delivered to the Trustee by the entity formed by such consolidationan Officers' Certificate and an Opinion of Counsel, or into which the Company shall have been merged, or by the entity which shall have acquired such property and (b) in the event each stating that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionlease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property property, and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such ultimate parent entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities successor entity expressly assumes the number of securities or property to which a holder of the number of shares of common stock or other securities obligations of the Company deliverable upon conversion -45- 52 under the related Preferred Securities Guarantee, to the extent the Preferred Securities are then Outstanding; (ii) in case the Company consolidates with or exchange merges into another Person or conveys or transfers its properties and assets substantially as an entirety to any Person, the successor Person is organized under the laws of those Securities the United States or any state or the District of Columbia; and (iii) immediately after giving effect thereto, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionand be continuing.

Company May Consolidate, Etc. Nothing contained in this Indenture on Certain Terms. The Company shall prevent any consolidation not, directly or merger of the Company indirectly, consolidate with or merge with or into any other Person (whether or not affiliated with the Company) sell, lease, convey or successive consolidations or mergers in which the Company or transfer all its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company or its successor or successors as an entirety, or properties and assets substantially as an entirety, whether in a single transaction or a series of related transactions, to any other corporation (whether Person or not group of affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided, however, Persons unless: (a) either (i) in the case of a merger or consolidation that does not involve a transfer of all or substantially all of the Company's properties and assets, the Company hereby covenants is the surviving entity or (ii) in case the Company shall consolidate with or merge into another Person or sell, lease, convey or transfer all its properties and agrees thatassets substantially as an entirety, upon whether in a single transaction or a series of related transactions, to any Person, the Person formed by such consolidation or merger (in each case, if into which the Company is not merged, or the survivor of such transaction), Person which acquires by sale, conveyanceconveyance or transfer, transfer or other dispositionwhich leases the properties and assets of the Company substantially as an entirety, shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under the laws of the United States of America, 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 of (of, premium, if any) , and interest (including Liquidated Damages, if any) on all of the Securities of all series in accordance with the terms of each series, according to their tenorNotes as applicable, and the due and punctual performance and or observance of all the covenants and conditions every covenant of this Indenture with respect on the part of the Company to each series be performed or established with respect observed and shall have provided for the applicable conversion rights set forth in Section 15.6 and the repurchase rights set forth in Article XVI; (b) immediately after giving effect to such series pursuant to Section 2.01 to transaction, no Event of Default, and no event that after notice or lapse of time or both, would become an Event of Default, shall have happened and be kept or performed by continuing; and (c) the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and has delivered to the Trustee by the entity formed by such consolidationan Officers Certificate and an Opinion of Counsel, or into which the Company shall have been merged, or by the entity which shall have acquired such property and (b) in the event each stating that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionlease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with, together with any documents required under Article IX.

Company May Consolidate, Etc. Nothing contained in this Indenture The Company shall prevent any consolidation not, directly or merger of the Company indirectly, consolidate with or merge with or into any other Person or sell, lease, convey or transfer all or substantially all its assets, whether in a single transaction or a series of related transactions, to any Person or group of affiliated Persons unless: (whether a) either (i) in the case of a merger or consolidation that does not affiliated with involve a transfer of all or substantially all of the Company's properties and assets, the Company is the surviving entity or (ii) in case the Company shall consolidate with or successive consolidations merge into another Person or mergers sell, lease, convey or transfer all or substantially all of its properties and assets, whether in a single transaction or a series of related transactions, to any Person, the Person formed by such consolidation or into which the Company or its successor or successors shall be a party or partiesis merged, or shall prevent any the Person which acquires by sale, conveyanceconveyance or transfer, transfer or other disposition of which leases the property properties and assets of the Company or its successor or successors as an entirety, or substantially as an entirety, shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to any other corporation (whether or not affiliated with the Company or its successor or successors) authorized Trustee, in form satisfactory to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other dispositionTrustee, the due and punctual payment of the principal of (of, premium, if any) , and interest (including Liquidated Damages, if any) on all of the Securities of all series in accordance with the terms of each series, according to their tenorNotes as applicable, and the due and punctual performance and or observance of all the covenants and conditions every covenant of this Indenture with respect on the part of the Company to each series be performed or established with respect observed and shall have provided for the applicable conversion rights set forth in Section 15.6 and the repurchase rights set forth in Article XVI; (b) immediately after giving effect to such series pursuant to Section 2.01 to transaction, no Event of Default, and no event that after notice or lapse of time or both, would become an Event of Default, shall have happened and be kept or performed by continuing; and (c) the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and has delivered to the Trustee by the entity formed by such consolidationan Officer's Certificate and an Opinion of Counsel, or into which the Company shall have been merged, or by the entity which shall have acquired such property and (b) in the event each stating that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionlease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with this Article XII and that all conditions precedent herein provided for relating to such transaction have been complied with, together with any documents required under Article IX.

Company May Consolidate, Etc. Nothing contained in this Indenture on Certain Terms. The Company shall prevent any consolidation not, directly or merger of the Company indirectly, consolidate with or merge with or into any other Person or sell, lease, convey or transfer all or substantially all its assets, whether in a single transaction or a series of related transactions, to any person or group of affiliated persons unless: (whether a) either (i) in the case of a merger or consolidation that does not affiliated with involve a transfer of all or substantially all of the Company's properties and assets, the Company is the surviving entity or (ii) in case the Company shall consolidate with or successive consolidations merge into another person or mergers sell, lease, convey or transfer all or substantially all assets, whether in a single transaction or a series of related transactions, to any person, the person formed by such consolidation or into which the Company or its successor or successors shall be a party or partiesis merged, or shall prevent any the person which acquires by sale, conveyanceconveyance or transfer, transfer or other disposition of which leases the property properties and assets of the Company or its successor or successors as an entirety, or substantially as an entirety, shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to any other corporation (whether or not affiliated with the Company or its successor or successors) authorized Trustee, in form satisfactory to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other dispositionTrustee, the due and punctual payment of the principal of (of, premium, if any) , and interest (including Liquidated Damages, if any) on all of the Securities of all series in accordance with the terms of each series, according to their tenorNotes as applicable, and the due and punctual performance and or observance of all the covenants and conditions every covenant of this Indenture with respect on the part of the Company to each series be performed or established with respect observed and shall have provided for the applicable conversion rights set forth in Section 15.6 and the repurchase rights set forth in Article XVI; (b) immediately after giving effect to such series pursuant to Section 2.01 to transaction, no Event of Default, and no event that after notice or lapse of time or both, would become an Event of Default, shall have happened and be kept or performed by continuing; and (c) the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and has delivered to the Trustee by the entity formed by such consolidationan Officer's Certificate and an Opinion of Counsel, or into which the Company shall have been merged, or by the entity which shall have acquired such property and (b) in the event each stating that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionlease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with, together with any documents required under Article IX.

Company May Consolidate, Etc. Nothing contained on Certain Terms. Subject to the provisions of Section 9.03, the Company shall not consolidate with, enter into a binding share exchange with, or merge with or into, another Person or sell, assign, convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to another Person, unless: (a) the resulting, surviving transferee or successor Person (the “Successor Company”), if not the Company, is a corporation organized and existing under the laws of the U.S., any state of the U.S. or the District of Columbia and the Successor Company expressly assumes, by supplemental indenture, executed and delivered to the Trustee, in this Indenture shall prevent any consolidation or merger form satisfactory to the Trustee, all of the obligations of the Company under the Notes and this Indenture; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture with respect to the Notes; (c) if, as a result of any such transaction, the Notes become convertible pursuant to the terms of this Indenture into Common Stock or into other securities issued by a third party (subject to Section 4.03), such third party fully executes and delivers a supplemental indenture, whereby it unconditionally guarantees all obligations of the Company or such Successor Company under the Notes and this Indenture; and (d) all other conditions specified in this Article 9 are met. Upon any such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer, lease or other Person disposition to another Person, the Successor Company (whether or if not affiliated with the Company) or successive consolidations or mergers in which shall succeed to, and may exercise every right and power of the Company or its successor or successors under this Indenture, and the Company shall be a party or partiesdischarged from its obligations under the Notes and this Indenture except in the case of any lease. For purposes of this Section 9.01, or shall prevent any sale, assignment, conveyance, transfer transfer, lease or other disposition of the property properties and assets of one or more Subsidiaries 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each casethat would, if the Company is not held such properties and assets directly, have constituted the survivor of such transaction)sale, saleassignment, conveyance, transfer transfer, lease or other disposition, the due and punctual payment disposition of the principal of (premium, if any) properties and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities assets of the Company deliverable upon conversion or exchange of those Securities would have been entitled had substantially as an entirety will be treated as such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionunder this Indenture.

Company May Consolidate, Etc. Nothing contained in this Indenture The Company shall prevent any consolidation not, directly or merger of the Company indirectly, consolidate with or merge with or into any other Person or sell, lease, convey or transfer all or substantially all its assets, whether in a single transaction or a series of related transactions, to any Person or group of affiliated Persons unless: (whether a) either (i) in the case of a merger or consolidation that does not affiliated with involve a transfer of all or substantially all of the Company’s properties and assets, the Company is the surviving entity or (ii) in case the Company shall consolidate with or successive consolidations merge into another Person or mergers sell, lease, convey or transfer all or substantially all of its properties and assets, whether in a single transaction or a series of related transactions, to any Person, the Person formed by such consolidation or into which the Company or its successor or successors shall be a party or partiesis merged, or shall prevent any the Person which acquires by sale, conveyanceconveyance or transfer, transfer or other disposition of which leases the property properties and assets of the Company or its successor or successors as an entirety, or substantially as an entirety, shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to any other corporation (whether or not affiliated with the Company or its successor or successors) authorized Trustee, in form satisfactory to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other dispositionTrustee, the due and punctual payment of the principal of (of, premium, if any) , and interest (including Liquidated Damages, if any) on all of the Securities of all series in accordance with the terms of each series, according to their tenorNotes as applicable, and the due and punctual performance and or observance of all the covenants and conditions every covenant of this Indenture with respect and the Security Documents on the part of the Company to each series be performed or established with respect observed and shall have provided for the applicable conversion rights set forth in Section 15.7 and the repurchase rights set forth in Article XVI; (b) immediately after giving effect to such series pursuant to Section 2.01 to transaction, no Event of Default, and no event that after notice or lapse of time or both, would become an Event of Default, shall have happened and be kept or performed by continuing; and (c) the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and has delivered to the Trustee by the entity formed by such consolidationan Officer’s Certificate and an Opinion of Counsel, or into which the Company shall have been merged, or by the entity which shall have acquired such property and (b) in the event each stating that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionlease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with this Article XII and that all conditions precedent herein provided for relating to such transaction have been complied with, together with any documents required under Article IX.

Company May Consolidate, Etc. Nothing contained on Certain Terms. Subject to the provisions of Section 12.02, the Company shall not consolidate with, merge with or into, or convey, transfer or lease all or substantially all of its assets and properties to another Person, unless: (a) the resulting, surviving or transferee Person (the "Successor Company") if not the Company shall be a business entity 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, executed and delivered to the Trustee, in this Indenture shall prevent any consolidation or merger form satisfactory to the Trustee, all the obligations of the Company with under the Notes, this Indenture and, to the extent that it is otherwise still operative, the Registration Rights Agreement; (b) immediately after giving effect to such transaction, no Default or into any other Event of Default shall have occurred and be continuing under this Indenture; and (c) if such Person (whether or is not affiliated with the Company) or successive consolidations or mergers in which a corporation, the Company or its successor or successors shall has received an opinion of nationally recognized counsel experienced in such matters to the effect that investors in the Notes will be a party or partiessubject to tax for U.S. federal income tax purposes with respect to their investment in the Notes after such transaction in the same amount, or shall prevent at the same time and otherwise in the same manner as prior to such transaction. Upon any salesuch consolidation, merger, conveyance, transfer or lease, the resulting, surviving or transferee (by conveyance, lease or otherwise) Person (if not the Company) shall succeed to, and may exercise every right and power of, the Company under this Indenture. For purposes of this Section 12.01, the sale, lease, conveyance, assignment, transfer, or other disposition of the property of the Company or its successor or successors as an entirety, all 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities properties and assets of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series one or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities more Subsidiaries of the Company, such entity shallwhich properties and assets, if held by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange Company instead of such Securities the number of securities Subsidiaries, would constitute all or property to which a holder substantially all of the number of shares of common stock or other securities properties and assets of the Company deliverable upon conversion on a consolidated basis, shall be deemed to be the transfer of all or exchange substantially all of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionthe properties and assets of the Company.

Company May Consolidate, Etc. Nothing on Certain Terms. Subject to the provisions of Section 11.2, nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person 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, conveyanceconveyance or lease (or successive sales, transfer conveyances or other disposition leases) of all or substantially all of the property of the Company or its successor or successors as an entirety, or substantially as an entiretyCompany, to any other corporation (whether or not affiliated with the Company or its successor or successors) Company), authorized to acquire and operate the samesame and which shall be organized under the laws of the United States of America, any state thereof or the District of Columbia; provided, however, (a) and the Company hereby covenants and agrees thatagrees, that (i) upon any such consolidation with, merger into, or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer conveyance or other dispositionlease to another corporation, the due and punctual payment of the principal of (of, and premium, if any) , and interest on on, all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee holders of not less than a majority in aggregate principal amount of the Debentures then outstanding, executed and delivered to the Trustee each Debenture holder 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 property, (ii) such supplemental indenture shall provide for the applicable conversion rights set forth in Section 13.6 and the repurchase rights set forth in Article XIV; and (biii) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such said consolidation, merger, sale, conveyanceconveyance or lease shall not result in the occurrence of an Event of Default or, transfer after notice or other dispositionlapse of time result in an Event of Default.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees agree that, (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, terms and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture indentures (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property property; (ii) in case the Company consolidates with or merges into another Person or conveys or transfers its properties and assets substantially then as an entirety to any Person, the successor Person is organized under the laws of the United States of any state or the District of Columbia, and (biii) in the immediately after giving effect thereto, no Event of Default, and no event that the Securities which, after notice or lapse of any series then Outstanding are convertible into time or exchangeable for shares both, would become an Event of common stock or other securities of the CompanyDefault, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter have occurred and be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositioncontinuing.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debt Securities shall prevent any consolidation or merger of the Company with or into any other Person 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 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, same provided that (a) any Person formed in such consolidation or into which the Company is merged or to which the Company has sold, conveyed, transferred or otherwise disposed of its properties as an entirety or substantially as an entirety is an entity validly existing under the laws of the jurisdiction of its organization and such Person assumes the Company's obligations under this Indenture and (b) 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, shall have occurred and be continuing; PROVIDED, further, the Company hereby covenants and agrees that, upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Debt Securities of all series in accordance with the terms of each series, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept performed or performed observed by the Company Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 property; and provided further that, if the Person formed in such consolidation or into which the Company is merged or to which the Company has sold, conveyed, transferred or otherwise disposed of its properties as an entirety or substantially as an entirety is not organized and validly existing under the laws of the United States, any state thereof or the District of Columbia, the supplemental indenture described in this Section 10.1 shall also contain the following provisions: (a) [Such Person] hereby agrees to pay to the holders of Trust Securities any additional amounts as may be necessary in order that every net payment or other amount due on the Trust Securities, after withholding for or on account of any present or future tax, assessment or governmental charge imposed upon such holder of Trust Securities (except for a tax, assessment or charge imposed solely as a result of a connection between the recipient and the jurisdiction imposing such tax, assessment or charge) by reason of or as a result of such payment or other amount being paid by an entity which is not an entity existing under the laws of the United States or any state thereof or the District of Columbia, will not be less than the amount provided for in the Indenture, this Indenture Supplement, the Trust Securities or the Preferred Securities Guarantee related to the Preferred Securities, as the case may be, to be then due and payable. (b) Any litigation based hereon, or arising out of, under, or in connection with, the Indenture and/or this Supplemental Indenture or any other document relating hereto or thereto, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of the Trustee or [such Person] shall be brought and maintained exclusively in the event courts of the State of Illinois or in the United States District Court for the Northern District of Illinois; PROVIDED, HOWEVER, that any suit seeking enforcement against any property may be brought at Trustee's or [such Person's] option, in the Securities courts of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities jurisdiction where such property be found. [Such Person] hereby expressly and irrevocably submits to the jurisdiction of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder courts of the number State of shares of common stock or other securities Illinois and of the Company deliverable upon conversion United States District Court for the Northern District of Illinois for the purpose of any such litigation as set forth above and irrevocably agrees to be bound by any judgment rendered thereby in connection with such litigation. [Such Person] further irrevocably consents to the service of process by registered mail, postage prepaid, or exchange by personal service within or without the State of those Securities would Illinois. [Such Person] hereby expressly and irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been entitled had brought in an inconvenient forum. To the extent that [such conversion Person] has or exchange occurred immediately hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, [such consolidation, merger, sale, conveyance, transfer or other dispositionPerson] hereby irrevocably waives such immunity in respect of its obligations under the Indenture and this Supplemental Indenture."

Company May Consolidate, Etc. Nothing Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officers' Certificate, or established in one or more indentures supplemental to this Indenture, nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, (a) the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.of

Company May Consolidate, Etc. Nothing contained in this Indenture Only on Certain Terms. --------------------------------------------------- The Company shall prevent any consolidation or merger of the Company not consolidate with or merge into any other Person (whether or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Company shall not affiliated permit any Person to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: (1) if the Company shall consolidate with or successive consolidations merge into another Person or mergers in convey, transfer or lease its properties and assets substantially as an entirety to any Person, 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 properties and assets of the Company substantially as an entirety shall be a party corporation, partnership or partiestrust, or shall prevent any sale, conveyance, transfer or other disposition be organized and validly existing under the laws of the property United States of America, any State thereof or the Company or its successor or successors as District of Columbia and shall expressly assume, by an entiretyindenture supplemental hereto, or substantially as an entiretyexecuted and delivered to the Trustee, in form satisfactory 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other dispositionTrustee, the due and punctual payment of the principal of (premium, if any) and any premium and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and or observance of all the covenants and conditions every covenant of this Indenture with respect on the part of the Company to each series be performed or established with respect observed; (2) immediately after giving effect to such series pursuant to Section 2.01 to be kept transaction and treating any indebtedness which becomes an obligation of the Company or performed a Restricted Subsidiary as a result of such transaction as having been incurred by the Company or such Restricted Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; (3) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be expressly assumed, by supplemental indenture necessary effectively to secure the Securities equally and ratably with (which shall conform to or prior to) all indebtedness secured thereby; and (4) the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and Company has delivered to the Trustee by the entity formed by such consolidationan Officers' Certificate and an Opinion of Counsel, or into which the Company shall have been merged, or by the entity which shall have acquired such property and (b) in the event each stating that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionlease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; providedPROVIDED, howeverHOWEVER, (a) the Company hereby covenants and agrees that, (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property property, and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such ultimate parent entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities successor entity expressly assumes the number of securities or property to which a holder of the number of shares of common stock or other securities obligations of the Company deliverable upon conversion under each of the related Preferred Securities Guarantees, to the extent any Preferred Securities are then Outstanding; (ii) in case the Company consolidates with or exchange merges into another Person or conveys or transfers its properties and assets substantially as an entirety to any Person, the successor Person is organized under the laws of those Securities the United States or any state or the District of Columbia; and (iii) immediately after giving effect thereto, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionand be continuing.

Company May Consolidate, Etc. Nothing contained in this Indenture The Company shall prevent any consolidation not, directly or merger of the Company indirectly, consolidate with or merge with or into any other Person or sell, lease, convey or transfer all or substantially all its assets, whether in a single transaction or a series of related transactions, to any Person or group of affiliated Persons unless: (whether a) either (i) in the case of a merger or consolidation that does not affiliated with involve a transfer of all or substantially all of the Company's properties and assets, the Company is the surviving entity or (ii) in case the Company shall consolidate with or successive consolidations merge into another Person or mergers sell, lease, convey or transfer all or substantially all of its properties and assets, whether in a single transaction or a series of related transactions, to any Person, the Person formed by such consolidation or into which the Company or its successor or successors shall be a party or partiesis merged, or shall prevent any the Person which acquires by sale, conveyanceconveyance or transfer, transfer or other disposition of which leases the property properties and assets of the Company or its successor or successors as an entirety, or substantially as an entirety, shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other dispositionTrustee, the due and punctual payment of the principal of (of, premium, if any) , and interest (including Liquidated Damages, if any) on all of the Securities of all series in accordance with the terms of each series, according to their tenorNotes, and the due and punctual performance and or observance of all the covenants and conditions every covenant of this Indenture with respect on the part of the Company to each series be performed or established with respect observed, and shall have provided for the applicable conversion rights set forth in Section 15.6 and the repurchase rights set forth in Article XVI; (b) immediately after giving effect to such series pursuant to Section 2.01 to transaction, no Event of Default, and no event that after notice or lapse of time or both, would become an Event of Default, shall have happened and be kept or performed by continuing; and (c) the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and has delivered to the Trustee by the entity formed by such consolidationan Officer's Certificate and an Opinion of Counsel, or into which the Company shall have been merged, or by the entity which shall have acquired such property and (b) in the event each stating that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionlease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with this Article XII and that all conditions precedent herein provided for relating to such transaction have been complied with, together with any documents required under Article IX.

Company May Consolidate, Etc. Nothing Except as provided pursuant to Section 2.01 and established and set forth in a Company Order, or established in one or more indentures supplemental hereto, nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionproperty.

Company May Consolidate, Etc. Nothing contained in this Indenture on Certain Terms. Subject to the provisions of Section 11.02, the Company shall prevent not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person (other than Excepted Transfers), unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the Islands of Bermuda, the Commonwealth of the Bahamas, the Republic of the Xxxxxxxx Xxxxxxx, Xxxxxx, Xxxxxx, xxx Xxxxxx Xxxxxx of America, any consolidation State of the United States of America, the District of Columbia or merger the United Kingdom, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company with under the Notes and this Indenture; (b) immediately after giving effect to such transaction, no Default or into any other Person Event of Default shall have occurred and be continuing under this Indenture; and (whether or not affiliated c) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and such supplemental indenture (if any) comply with the Company) provisions of this Indenture. Upon any such consolidation, merger 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 lease, the property of resulting, surviving or transferee person (if not the Company) shall succeed to, and may exercise every right and power of, the Company’s under the Indenture, and the Company or shall be discharged from its successor or successors as an entiretyobligations under the Notes and the Indenture, or substantially as an entirety, to any other corporation (whether or not affiliated with except in the Company or its successor or successors) authorized to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, upon case of any such consolidation or merger (in each caselease. For purposes of this Section 11.01, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment lease of the principal of (premium, if any) and interest on all or substantially all of the Securities properties and assets of all series in accordance with one or more Subsidiaries of the terms of each seriesCompany to another Person, according to their tenorwhich properties and assets, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed if held by the Company shall be expressly assumedinstead of such Subsidiaries, by supplemental indenture (which shall conform to the provisions would constitute all or substantially all of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed properties 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities assets of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior on a consolidated basis, shall be deemed to such consolidation, merger, be the sale, conveyance, transfer or other dispositionlease of all or substantially all of the properties and assets of the Company to another Person.

Company May Consolidate, Etc. Nothing contained (a) After the Effective Time, the Company shall not consolidate with or merge into any other Person or convey, transfer or lease all or substantially all of its properties to any Person, unless: (i) the Person formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, all or substantially all of the properties and assets of the Company (the “Surviving Person”) shall, by a supplemental contingent value rights agreement or other acknowledgment (i) executed and delivered to the Committee or (ii) pursuant to a provision in an agreement between the Company and the Surviving Person to which the Committee is a third-party beneficiary, expressly assume the performance of every covenant and obligation under this Indenture shall prevent Agreement, subject to the conditions herein, on the part of the Company to be performed or observed in the manner prescribed herein; and (ii) the Company has delivered to the Committee an officer’s certificate, stating that such consolidation, merger, conveyance, transfer or lease complies with this Article VI and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Upon any consolidation of or merger of by the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with Section 6.02(a), the terms of each seriesSurviving Person shall succeed to, according to their tenorbe substituted for and assume all covenants and obligations of, and may exercise every right and power of, the due Company under this Agreement with the same effect as if the Surviving Person had been named as the Company herein, and punctual performance and observance thereafter the predecessor Person shall be relieved of all the covenants and conditions obligations under this Agreement and the CVRs. (c) The provisions of this Indenture with respect Section 6.02 shall apply to each series or established with respect successive transactions and shall apply jointly and severally to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then all Surviving Persons should any transaction result in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionmultiple Surviving Persons.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debt Securities shall prevent any consolidation or merger of the Company with or into any other Person or Persons (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 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, same provided that (a) any Person formed in such consolidation or into which the Company is merged or to which the Company has sold, conveyed, transferred or otherwise disposed of its properties as an entirety or substantially as an entirety is an entity validly existing under the laws of the jurisdiction of its organization and such Person assumes the Company's obligations under this Indenture and (b) 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, shall have occurred and be continuing; PROVIDED, FURTHER, the Company hereby covenants and agrees that, upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Debt Securities of all series in accordance with the terms of each series, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept performed or performed observed by the Company Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 property; and provided further that, if the Person formed in such consolidation or into which the Company is merged or to which the Company has sold, conveyed, transferred or otherwise disposed of its properties as an entirety or substantially as an entirety is not organized and validly existing under the laws of the United States, any state thereof or the District of Columbia, the supplemental indenture described in this Section 10.01 shall also contain the following provisions: (a) [Such Person] hereby agrees to pay to the holders of Trust Securities any additional amounts as may be necessary in order that every net payment or other amount due on the Trust Securities, after withholding for or on account of any present or future tax, assessment or governmental charge imposed upon such holder of Trust Securities (except for a tax, assessment or charge imposed solely as a result of a connection between the recipient and the jurisdiction imposing such tax, assessment or charge) by reason of or as a result of such payment or other amount being paid by an entity which is not an entity existing under the laws of the United States or any state thereof or the District of Columbia, will not be less than the amount provided for in the Indenture, this Indenture Supplement, the Trust Securities or the Preferred Securities Guarantee related to the Preferred Securities, as the case may be, to be then due and payable. (b) Any litigation based hereon, or arising out of, under, or in connection with, the Indenture and/or this Supplemental Indenture or any other document relating hereto or thereto, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of the Trustee or [such Person] shall be brought and maintained exclusively in the event courts of the State of Illinois or in the United States District Court for the Northern District of Illinois; PROVIDED, HOWEVER, that any suit seeking enforcement against any property may be brought at Trustee's or [such Person's] option, in the Securities courts of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities jurisdiction where such property may be found. [Such Person] hereby expressly and irrevocably submits to the jurisdiction of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder courts of the number State of shares of common stock or other securities Illinois and of the Company deliverable upon conversion United States District Court for the Northern District of Illinois for the purpose of any such litigation as set forth above and irrevocably agrees to be bound by any judgment rendered thereby in connection with such litigation. [Such Person] further irrevocably consents to the service of process by registered mail, postage prepaid, or exchange by personal service within or without the State of those Securities would Illinois. [Such Person] hereby expressly and irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been entitled had brought in an inconvenient forum. To the extent that [such conversion Person] has or exchange occurred immediately hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, [such consolidation, merger, sale, conveyance, transfer or other dispositionPerson] hereby irrevocably waives such immunity in respect of its obligations under the Indenture and this Supplemental Indenture."

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (and premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property and (b) in property, and, if applicable, the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such ultimate parent entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities successor entity expressly assumes the number of securities or property to which a holder of the number of shares of common stock or other securities obligations of the Company deliverable upon conversion under the related Preferred Securities Guarantee, to the extent the Preferred Securities are then Outstanding; (ii) in case the Company consolidates with or exchange merges into another Person or conveys or transfers its properties and assets substantially as an entirety to any Person, the successor Person is organized under the laws of those Securities the United States or any state or the District of Columbia; and (iii) immediately after giving effect thereto, an Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionand be continuing.

Company May Consolidate, Etc. Nothing contained in this Indenture on Certain Terms. Subject to the provisions of Section 11.02, the Company shall prevent any consolidation not consolidate with, merge with or merger into, or sell, convey, transfer or lease all or substantially all of the consolidated assets of the Company with and its consolidated subsidiaries, taken as a whole, to another Person unless: (a) the resulting, surviving or into any other transferee Person (whether 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 affiliated with 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 successive consolidations Event of Default shall have occurred and be continuing under this Indenture; and (c) if, upon the occurrence of any such transaction, (x) the Notes would become convertible into securities issued by an issuer other than the resulting, surviving, transferee or mergers in successor corporation, and (y) such resulting, surviving, transferee or successor corporation is a Wholly Owned Subsidiary of the issuer of such securities into which the Notes have become convertible, such other issuer shall fully and unconditionally guarantee on a senior basis the resulting, surviving, transferee or successor corporation’s obligations under the Notes. 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 its successor or successors substantially all of the properties and assets of the Company on a consolidated basis, shall be a party deemed to be the sale, conveyance, transfer or partieslease of all or substantially all of the properties and assets of the Company to another Person. Notwithstanding the foregoing, or this Article 11 shall prevent not apply to any sale, conveyance, transfer or other disposition lease of the property of assets between or among the Company and its direct or its successor or successors as indirect Wholly Owned Subsidiaries and, in such an entiretyevent, 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall not be expressly assumed, by supplemental indenture (which shall conform to discharged from its obligations under the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed Notes 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionthis Indenture.

Company May Consolidate, Etc. Nothing contained in this Indenture on Certain Terms. Subject to the provisions of Section 11.02, the Company shall prevent any consolidation not consolidate with, merge with or merger into, or sell, convey, transfer or lease all or substantially all of the consolidated assets of the Company with or into any other and the Company’s Subsidiaries, taken as a whole, to another 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 other than any such sale, conveyance, transfer or other disposition lease to one or more of the property of the Company Company’s direct or its successor or successors as an entiretyindirect wholly-owned Subsidiaries), 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, unless: (a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be (i) a corporation or entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia or (ii) a corporation or entity that is organized, incorporated, formed or registered (as the case may be) and existing under the laws of the Cayman Islands, the British Virgin Islands, the Islands of Bermuda, any member state of the European Union, Norway, Switzerland, Canada or any province thereof, Australia or any state thereof or the United Kingdom, and the Successor Company hereby covenants (if not the Company) shall expressly assume, by supplemental indenture all of the obligations of the Company under the Notes and agrees thatthis Indenture (including, upon for the avoidance of doubt, the obligation to pay any Additional Amounts to the extent required under Section 13.01(b) and the Tax Redemption right in Section 13.02(a)); (b) immediately after giving effect to such consolidation transaction, no Default or merger Event of Default shall have occurred and be continuing under this Indenture; and (in each case, c) if the Company is not the survivor of such transaction), sale, conveyance, transfer or other dispositionSuccessor Company, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Successor Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and have delivered to the Trustee by the entity formed by such consolidationan Officer’s Certificate and Opinion of Counsel, or into which the Company shall have been merged, or by the entity which shall have acquired such property and (b) in the event each stating that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionlease complies with this Indenture and that such supplemental indenture is authorized or permitted by this Indenture and an opinion of counsel stating that the supplemental indenture is the valid and binding obligation of the Successor Company, subject to customary exceptions and qualifications. The provisions set forth in this Section 11.01 shall not restrict (and shall not apply to): (i) any Subsidiary consolidating with, merging with or into, or selling, conveying, transferring or leasing all or substantially all of its assets to the Company, (ii) the solvent liquidation of any Subsidiary or (iii) the creation of a new Subsidiary.

Company May Consolidate, Etc. Nothing contained in this Indenture on Certain Terms. The Company shall prevent any consolidation not, directly or merger of the Company indirectly, consolidate with or merge with or into any other Person (whether person or not affiliated with the Company) sell, lease, convey or successive consolidations or mergers in which the Company or transfer all its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company or its successor or successors as an entirety, or properties and assets substantially as an entirety, whether in a single transaction or a series of related transactions, to any other corporation (whether person or not group of affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided, however, persons unless: (a) either (i) in the case of a merger or consolidation that does not involve a transfer of all or substantially all of the Company's properties and assets, the Company hereby covenants is the surviving entity or (ii) in case the Company shall consolidate with or merge into another person or sell, lease, convey or transfer all its properties and agrees thatassets substantially as an entirety, upon whether in a single transaction or a series of related transactions, to any person, the person formed by such consolidation or merger (in each case, if into which the Company is not merged, or the survivor of such transaction), person which acquires by sale, conveyanceconveyance or transfer, transfer or other dispositionwhich leases the properties and assets of the Company substantially as an entirety, shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under the laws of the United States of America, 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 of (of, premium, if any) , and interest (including Liquidated Damages, if any) on all of the Securities of all series in accordance with the terms of each series, according to their tenorNotes as applicable, and the due and punctual performance and or observance of all the covenants and conditions every covenant of this Indenture with respect on the part of the Company to each series be performed or established with respect observed and shall have provided for the applicable conversion rights set forth in Section 15.6 and the repurchase rights set forth in Article XVI; (b) immediately after giving effect to such series pursuant to Section 2.01 to transaction, no Event of Default, and no event that after notice or lapse of time or both, would become an Event of Default, shall have happened and be kept or performed by continuing; and (c) the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and has delivered to the Trustee by the entity formed by such consolidationan Officers' Certificate and an Opinion of Counsel, or into which the Company shall have been merged, or by the entity which shall have acquired such property and (b) in the event each stating that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionlease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with, together with any documents required under Article IX.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person or Persons (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property property; (ii) in case the Company consolidates with or merges into another Person or conveys or transfers its properties and assets substantially then as an entirety to any Person, the successor Person is organized under the laws of the United States or any state or the District of Columbia; and (biii) in the immediately after giving effect thereto, an Event of Default, and no event that the Securities which, after notice or lapse of any series then Outstanding are convertible into time or exchangeable for shares both, would become an Event of common stock or other securities of the CompanyDefault, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter have occurred and be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositioncontinuing.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees agree that, (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, terms and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture indentures (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property property; (ii) in case the Company consolidates with or merges into another Person or conveys or transfers its properties and assets substantially then as an entirety to any Person, the successor Person is organized under the laws of the United States of any state or the District of Columbia, and (biii) in the immediately after giving effect thereto, an Event of Default, and no event that the Securities which, after notice or lapse of any series then Outstanding are convertible into time or exchangeable for shares both, would become an Event of common stock or other securities of the CompanyDefault, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter have occurred and be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositioncontinuing.

Company May Consolidate, Etc. Nothing contained Subject to the provisions of Section 6.02, the Company shall not consolidate with, or merge with or into, any other Person, or sell, convey, transfer or lease all or substantially all of its property and assets to any Person, unless: (a) the resulting, surviving or transferee Person (if not the Company) (the “Successor”) is a corporation organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and such corporation (if not the Company) expressly assumes by an indenture supplemental hereto all of the Company’s obligations under the Notes and this Indenture; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (c) if as a result of such transaction the Notes become convertible into Reference Property issued by a third party, such third party fully and unconditionally guarantees all obligations of the Company and such successor Person under the Notes and this Indenture; and (d) the Company or such successor Person shall have delivered to the Trustee and the Agent an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article 6 and that all conditions precedent provided for in this Indenture shall prevent any consolidation or merger relating to such transaction have been complied with. For purposes of this Section 6.01, the Company with or into any other 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 lease of all or substantially all of the property properties and assets of one or more Subsidiaries of the Company or its successor or successors as an entiretyto another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially as an entirety, to any other corporation (whether or not affiliated with all of the properties and assets of the Company or its successor or successors) authorized on a consolidated basis, shall be deemed to acquire and operate be the same; provided, however, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment lease of the principal of (premium, if any) and interest on all or substantially all of the Securities of all series in accordance with the terms of each series, according to their tenor, properties and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities assets of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionanother Person.

Company May Consolidate, Etc. Nothing contained in this Indenture Only on Certain ---------------------------------------------- Terms. ----- The Company shall prevent any consolidation not consolidate with or merger of the Company merge with or into any other Person or wind up into (whether or not affiliated with the CompanyCompany is the surviving corporation) or successive consolidations sell, assign, convey, transfer or mergers in lease its properties and assets substantially as an entirety to any Person, unless: (1) the corporation formed by such consolidation or into which the Company is merged or its the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety (the "successor or successors corporation") 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 or any State or territory thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Company or its successor or successors as an entiretyTrustee, or substantially as an entirety, in form satisfactory 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other dispositionTrustee, the due and punctual payment of the principal of (and premium, if any) and interest on all of the Debt Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions every covenant of this Indenture with respect on the part of the Company to each series be performed or established with respect observed; (2) immediately after giving effect to such series pursuant to Section 2.01 to transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be kept or performed by continuing; (3) the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and has 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 an Officers' Certificate and (b) in the event an Opinion of Counsel each stating that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or lease 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) such other dispositionconditions as may be specified under Section 3.01 with respect to any series of Debt Securities.

Company May Consolidate, Etc. Nothing on Certain Terms. Subject to the provisions of Section 12.2, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of the Company with or into any other Person or Persons (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, conveyanceconveyance or lease (or successive sales, transfer conveyances or other disposition leases) of all or substantially all of the property of the Company or its successor or successors as an entirety, or substantially as an entiretyCompany, to any other corporation Person (whether or not affiliated with the Company or its successor or successors) Company), authorized to acquire and operate the samesame and that shall be organized under the laws of the United States of America, any state thereof or the District of Columbia or any other country, if the merger, consolidation or other transaction would not impair the rights of the holders of the Notes; provided, however, that upon any such consolidation, merger, sale, conveyance or lease, (a) the Company hereby covenants no default or Event of Default shall have occurred and agrees thatbe continuing immediately following such merger, upon any such consolidation or merger other transaction, and (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, b) the due and punctual payment of the principal of (and premium, if any) , and interest (including Liquidated Damages, if any) on all of the Securities of all series in accordance with the terms of each seriesNotes, according to their tenor, tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee Trustee, executed and delivered to the Trustee by the entity Person (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the entity which Person that shall have acquired or leased such property property, and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that indenture shall provide for the Securityholders of Securities of that series shall thereafter be entitled to receive upon applicable conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionrights set forth in Section 15.6.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) , as the case may be), or successive consolidations or mergers in which the Company Company, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company Company, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company Company, as the case may be, or its successor or successors) authorized to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, (i) upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the due and punctual payment payment, in the case of the Company, of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each seriesDebentures, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the entity which shall have acquired such property and (b) in property, and, if applicable, the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such ultimate parent entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities successor entity expressly assumes the number of securities or property to which a holder of the number of shares of common stock or other securities obligations of the Company deliverable upon conversion under the related Preferred Securities Guarantee, to the extent the Preferred Securities are then Outstanding; (ii) in case the Company consolidates with or exchange merges into another Person or conveys or transfers its properties and assets substantially as an entirety to any Person, the successor Person is organized under the laws of those Securities the United States or any state or the District of Columbia; and (iii) immediately after giving effect thereto, an Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionand be continuing.

Company May Consolidate, Etc. Nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for ordinary shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of ordinary shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition. If the Company is not the surviving entity of any such transaction, the Company or the continuing entity agrees to deliver to the Trustee an Officer’s Certificate and Opinion of Counsel stating that the transaction and the supplemental indenture complies with this Section 10.01 and that all conditions precedent herein relating to the transaction have been satisfied.

Company May Consolidate, Etc. On Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation consolidation, amalgamation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company) ), or successive consolidations consolidations, amalgamations 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 of the property 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 successorsCompany) authorized to acquire and operate the same; provided, however, (a) and the Company hereby covenants and agrees thatagrees, upon that any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)amalgamation, merger, sale, conveyanceconveyance or lease shall be upon the condition that (a) immediately after such consolidation, transfer amalgamation, merger, sale, conveyance or lease the corporation (whether the Company or such other dispositioncorporation) formed by or surviving any such consolidation, amalgamation or merger, or to which such sale, conveyance or lease shall have been made, shall not be in default in the performance or observance of any of the terms, covenants and conditions of this Indenture to be kept or performed by the Company; (b) the corporation (if other than the Company) formed by or surviving any such consolidation, amalgamation or merger or to which such sale, conveyance or lease shall have been made, shall be a corporation organized under the laws of the United States of America or any state thereof; and (c) the due and punctual payment of the principal of (and premium, if any) , and interest on all of the Securities of all series in accordance with the terms of each seriesSecurities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept performed or performed observed by the Company Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Supplemental Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee Trustee, executed and delivered to the Trustee by the entity Corporation (if other than the Company) formed by such consolidationconsolidation or amalgamation, or into which the Company shall have been merged, or by the entity corporation which shall have acquired or leased such property and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionproperty.

Company May Consolidate, Etc. Nothing contained in this Indenture on Certain Terms. (a) The Company shall prevent any consolidation not consolidate with or merger merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated assets of the Company with and its Subsidiaries, taken as a whole, to another Person, unless: (i) (x) the Company is the continuing corporation or into any other (y) the resulting, surviving or transferee Person (whether or if not affiliated with the Company) or successive consolidations or mergers in which (the Company or its successor or successors shall be “Successor Company”) is 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, any State thereof or the Company or its successor or successors as an entiretyDistrict of Columbia, or substantially as an entirety, to any other and such corporation (whether or not affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided, however, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if anyCompany) and interest on expressly assumes by supplemental indenture all of the Securities of all series in accordance with Company’s obligations under the terms of each series, according to their tenor, Notes and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect Indenture; and (ii) immediately after giving effect to such series pursuant to Section 2.01 to be kept transaction, no Default or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions Event of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company Default shall have been merged, or by the entity which shall have acquired such property occurred and be continuing under this Indenture. (b) in the event that the Securities of Upon any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionlease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery and/or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to, and may exercise every right and power of and be substituted for, the Company, with the same effect as if it had been named herein as the party of the first part, and the Company shall be discharged from its obligations under the Notes and this Indenture, except in the case of a lease. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by an Officer of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, transfer or disposition (but not in the case of a lease), upon compliance with this Article 11, the Person named as the “Company” in the first paragraph of this Indenture shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and the Notes.

Company May Consolidate, Etc. Nothing contained Subject to the provisions of Section 9.03, the Company shall not consolidate with, enter into a binding share exchange with, or merge with or into, another Person or sell, assign, convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to another Person, unless: (a) the resulting, surviving transferee or successor Person (the “Successor Company”), if not the Company, is a corporation organized and existing under the laws of the United States, any state of the United States or the District of Columbia and the Successor Company expressly assumes, by supplemental indenture, executed and delivered to the Trustee, in this Indenture shall prevent any consolidation or merger form satisfactory to the Trustee, all of the obligations of the Company under the Notes and this Indenture; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture with respect to the Notes; (c) if, as a result of any such transaction, the Notes become convertible pursuant to the terms of this Indenture into Common Stock or into other securities issued by a third party (subject to Section 4.02), such third party fully executes and delivers a supplemental indenture, whereby it unconditionally guarantees all obligations of the Company or such Successor Company under the Notes and this Indenture; and (d) all other conditions specified in this Article IX are met. Upon any such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer, lease or other Person disposition to another Person, the Successor Company (whether or if not affiliated with the Company) or successive consolidations or mergers in which shall succeed to, and may exercise every right and power of the Company or its successor or successors under this Indenture, and the Company shall be a party or partiesdischarged from its obligations under the Notes and this Indenture except in the case of any lease. For purposes of this Section 9.01, or shall prevent any sale, assignment, conveyance, transfer transfer, lease or other disposition of the property properties and assets of one or more Subsidiaries 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each casethat would, if the Company is not held such properties and assets directly, have constituted the survivor of such transaction)sale, saleassignment, conveyance, transfer transfer, lease or other disposition, the due and punctual payment disposition of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenorproperties, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities assets of the Company deliverable upon conversion or exchange of those Securities would have been entitled had substantially as an entirety will be treated as such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionunder this Indenture.

Company May Consolidate, Etc. Nothing Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures supplemental to this Indenture, nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.are

Company May Consolidate, Etc. Nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.

Company May Consolidate, Etc. Nothing contained (a) The Company shall not consolidate with or merge into any other Person (as defined in the Merger Agreement) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: (i) The board of directors of the Company shall have determined that, following such transaction, such Person would reasonably be expected to be able to carry out the obligations of the Company hereunder; (ii) the Person formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety (the “Surviving Person“) shall, by a supplemental contingent consideration payment agreement or other acknowledgment executed and delivered to the Paying Agent, expressly assume payment of amounts on all the Nebido CCCPs and the performance of every duty, obligation liability and covenant of this Indenture shall prevent Agreement, subject to the conditions herein, on the part of the Company to be performed or observed in the manner prescribed herein; and (iii) the Company has delivered to the Paying Agent a Certificate executed by the Chief Executive Officer of the Company, stating that such consolidation, merger, conveyance, transfer or lease complies with this Section 11 and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Upon any consolidation of or merger of by the Company with or into any other 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 partiesPerson, or shall prevent any sale, conveyance, transfer or other disposition lease of the property properties and assets substantially as an entirety to any Person in accordance with Section 11(a) hereof, the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if the Surviving Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Agreement and the Nebido CCCPs. (c) In the event that (i) the Company shall enter into any definitive agreement with respect to a consolidation or merger (whether by proxy, tender offer or otherwise) involving the Company and for which approval of stockholders of the Company is required, or its successor of the conveyance or successors transfer of the properties and assets of the Company substantially as an entirety, or substantially as an entirety, to any other corporation a tender offer or exchange offer for shares of its common stock; or (whether or not affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided, however, (aii) the Company hereby covenants and agrees thatshall file (or have filed against it) for the voluntary or involuntary dissolution, upon any such consolidation liquidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities winding up of the Company, such entity shallthen the Company shall give prompt written notice to the Paying Agent and shall cause the Paying Agent, by such supplemental indenture, make provision so that on behalf of and at the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities expense of the Company deliverable upon conversion to give to each Holder of a Nebido CCCP at his, her or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately its address appearing on the Nebido CCCP Register, at least 10 days prior to the applicable record date for such transaction, or the date of the event in the case of events for which there is no record date, by first-class mail, postage prepaid, a written notice stating (i) the date on which any such consolidation, merger, saleconveyance, transfer, dissolution, liquidation or winding up is reasonably expected to become effective or consummated or (ii) the initial expiration date set forth in any tender offer or exchange offer for shares of the Company’s common stock. The failure by the Company or the Paying Agent to give such notice or any defect therein shall not affect the legality or validity of any consolidation, merger, conveyance, transfer transfer, dissolution, liquidation or other dispositionwinding up, or the vote upon any such action. (d) The provisions of this Section 11 shall apply to successive transactions.

Company May Consolidate, Etc. Nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition. No consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of this Article Ten.

Company May Consolidate, Etc. Nothing contained in this Indenture Only on Certain Terms. ---------------------------------------------------- (a) The Company shall prevent any consolidation or merger of the Company not consolidate with or merge into any other Person (whether or convey, transfer or lease all or substantially all of its properties and assets to any Person, and the Company shall not affiliated permit any Person to consolidate with or merge into the Company, unless: (1) in case the Company shall consolidate with or successive consolidations merge into another Person or mergers in convey, transfer or lease all or substantially all of its properties and assets to any Person, 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, all or substantially all of the properties and assets of the Company shall be a party corporation, partnership or partiestrust, or shall prevent any sale, conveyance, transfer or other disposition be organized and validly existing under the laws of the property United States of America, any State thereof or the Company or its successor or successors as District of Columbia and shall expressly assume, by an entiretyindenture supplemental hereto, or substantially as an entirety, executed and delivered 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other dispositionTrustee, the due and punctual payment of the principal of (premium, if any) and any premium and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and or observance of all the covenants and conditions every covenant of this Indenture with respect on the part of the Company to each series be performed or established with respect observed; (2) immediately after giving effect to such series pursuant to Section 2.01 to transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be kept or performed by continuing; and (3) the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee executed and has delivered to the Trustee by the entity formed by such consolidationan Officers' Certificate and an Opinion of Counsel, or into which the Company shall have been merged, or by the entity which shall have acquired such property and (b) in the event each stating that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionlease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Company May Consolidate, Etc. Nothing Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officers' Certificate, or established in one or more indentures supplemental to this Indenture, nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company) or successive consolidations or mergers in which the Company or its successor or successors shall 38. be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, (a) the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.

Company May Consolidate, Etc. Nothing Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officers' Certificate, or established in one or more indentures supplemental to this Indenture, nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other 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 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, (a) the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, (a) the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.

Company May Consolidate, Etc. Nothing On Certain Terms. Subject to the provisions of Section 12.2, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of the Company or Parent with or into any other Person or Persons (whether or not affiliated with the Company) Company or Parent), or successive consolidations or mergers in which the Company Company, Parent or its their respective successor or successors shall be a party or parties, or shall prevent any sale, conveyanceconveyance or lease (or successive sales, transfer conveyances or other disposition leases) of all or substantially all of the property of the Company or its successor or successors as an entirety, or substantially as an entiretyParent, to any other corporation Person (whether or not affiliated with the Company or its successor or successors) Parent), authorized to acquire and operate the samesame and that shall be organized under the laws of the United States of America, any state thereof or the District of Columbia; provided, however, (a) the Company hereby covenants and agrees that, that upon any such consolidation or merger (in each caseconsolidation, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer conveyance or other dispositionlease, the due and punctual payment of the principal of (and premium, if any) , and interest (including Liquidated Damages, if any) on all of the Securities of all series in accordance with the terms of each seriesNotes, according to their tenor, tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company or Parent, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee Trustee, executed and delivered to the Trustee by the entity Person (if other than the Company or Parent) formed by such consolidation, or into which the Company or Parent shall have been merged, or by the entity which Person that shall have acquired or leased such property property, and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that indenture shall provide for the Securityholders of Securities of that series shall thereafter be entitled to receive upon applicable conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionrights set forth in Section 15.6.

Company May Consolidate, Etc. on Certain Terms. Nothing contained in this Indenture or in any of the Debt Securities shall prevent any consolidation or merger of the Company with or into any other Person 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 of the property 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 successorsCompany) authorized to acquire and operate the same; provided, however, (a) and the Company hereby covenants and agrees thatagrees, that any such consolidation, merger, sale, conveyance or lease shall be upon the condition that (a) immediately after such consolidation, merger, sale, conveyance or lease the corporation (whether the Company or such other corporation) formed by or surviving any such consolidation or merger, or to which such sale, conveyance or lease shall have been made, shall not be in default in the performance or observance of any of the terms, covenants and conditions of this Indenture to be kept or performed by the Company; (b) the corporation (if other than the Company) formed by or surviving any such consolidation or merger (in each case, if the Company is not the survivor of or to which such transaction), sale, conveyanceconveyance or lease shall have been made, transfer shall be a corporation organized under the laws of the United States of America or other disposition, any state thereof; and (c) the due and punctual payment of the principal of (and premium, if any) , and interest on all of the Securities of all series in accordance with the terms of each seriesDebt Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept performed or performed observed by the Company Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee 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 and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other dispositionproperty.

Company May Consolidate, Etc. Nothing contained in this Indenture or in any of the Debt Securities shall prevent any consolidation or merger of the Company with or into any other Person 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 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 37 successors) authorized to acquire and operate the same; providedPROVIDED, howeverHOWEVER, that (i) the entity formed by such consolidation, or into which the Company shall have been merged, or which shall have acquired such property (the "successor corporation") shall be a corporation organized under a state of the United States or the District of Columbia, (aii) the Company hereby covenants and agrees thatupon such consolidation, upon any such consolidation or merger (in each case, if the Company is not the survivor of such transaction)merger, sale, conveyance, transfer or other disposition, the successor corporation shall expressly assume, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect), satisfactory in form to the Trustee and executed and delivered to the Trustee, the due and punctual payment of the principal of (premium, if any) and interest on all of the Debt Securities of all series in accordance with the terms of each series, according to their tenor, tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 2.1 to be kept or performed by the Company shall be expressly assumedCompany, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably 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 and (biii) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to following such consolidation, merger, sale, conveyance, transfer or other disposition, no 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.