Common use of Company May Consolidate, Merge or Sell Its Assets on Certain Terms Clause in Contracts

Company May Consolidate, Merge or Sell Its Assets on Certain Terms. The Company will not consolidate with, merge with or into, or convey, transfer or lease all or substantially all of its property and assets to, any Person unless the Company is the resulting, surviving or transferee Person, unless: (i) the resulting, surviving or transferee Person (the “Successor Company”) 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 the Successor Company expressly assumes, by executing and delivering a supplemental indenture to the Trustee, all of the Company’s obligations under the Notes and under this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred or shall be continuing; (iii) the Company and the Successor Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that: (A) such consolidation, merger, conveyance, transfer or lease and such supplemental indenture complies with this Section 5.01; and (B) that all conditions precedent to such consolidation, merger, conveyance, transfer or lease provided for in this Indenture have been satisfied.

Company May Consolidate, Merge or Sell Its Assets on Certain Terms. The Company will shall not consolidate with, merge with or into or enter into, or convey, transfer or lease all or substantially all of its the property and assets to, any Person unless of the Company is the resultingand its Subsidiaries, surviving or transferee taken as a whole, to any Person, unless: (ia) the resulting, surviving or transferee Person (the “Successor Company”) is a corporation organized and validly existing under the laws of the United States of America, any state State thereof or the District of Columbia, and the such Successor Company (if other than the Company) expressly assumes, by executing and delivering a supplemental indenture executed and delivered to the Trustee, all of the Company’s obligations under the Notes and under this Indenture; (iib) immediately after giving effect to such transaction, no Default or Event of Default shall have has occurred or shall be is continuing;; and (iiic) the Company and or the Successor Company (if other than the Company) shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that: (Ai) each of (x) such consolidation, merger, conveyance, transfer or lease and (y) such supplemental indenture complies with this Section 5.01Article V; and (Bii) that all conditions precedent relating to such consolidationtransaction provided herein have been complied with. For purposes of this Section 5.01, merger, any conveyance, transfer or lease provided for in this Indenture of properties and assets of one or more Subsidiaries of the Company that would, if the Company had held such properties and assets directly, have been satisfiedconstituted the conveyance, transfer or lease of substantially all of the Company’s properties and assets shall be treated as such hereunder.

Company May Consolidate, Merge or Sell Its Assets on Certain Terms. The Company will not consolidate with, merge with or into, or convey, transfer or lease all or substantially all of its property and assets to, any Person unless the Company is the resulting, surviving or transferee Person, unless: (i) the resulting, surviving or transferee Person (the “Successor Company”) 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 the Successor Company expressly assumes, by executing and delivering a supplemental indenture to the Trustee, all of the Company’s obligations under the Notes and under this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred or shall be continuing; (iii) the Company and the Successor Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that: (A) such consolidation, merger, conveyance, transfer or lease and such supplemental indenture complies with this Section 5.01; and (B) that all conditions precedent to such consolidation, merger, conveyance, transfer or lease provided for in this Indenture have been satisfied; and (iv) the Guarantor (unless it is the other party to the transaction, in which case the provisions in Section 5.03 shall apply) confirms by supplemental indenture that its Guarantee applies to the obligations of such Successor Company under this Indenture and the Notes.