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 shall not consolidate with or merge into any other entity or convey, transfer or lease all or substantially all of the assets of the Company and its consolidated Subsidiaries, taken as a whole, to any Person unless: (a) the entity formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the assets of the Company and its consolidated Subsidiaries shall be a Person organized and existing under the laws of the United States, 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 and premium, if any, and interest, if any, on all outstanding Notes and the performance of every covenant of this Indenture on the part of the Company is to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default or Default shall have occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, or other transfer or lease or such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transactions shall have been complied with.

Company May Consolidate, Merge or Sell Its Assets on Certain Terms. The Company shall not consolidate with or merge into any other entity or convey, transfer or lease all or substantially all of the assets of the Company and its consolidated Subsidiaries, taken as a whole, to any Person unless:: 000-0000-0000/7/AMERICAS (a) the entity formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the assets of the Company and its consolidated Subsidiaries shall be a Person organized and existing under the laws of the United States, 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 and premium, if any, and interestSpecial Interest, if any, on all outstanding Notes and the performance of every covenant of this Indenture on the part of the Company is to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default or Default shall have occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, or other transfer or lease or such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transactions shall have been complied with.

Company May Consolidate, Merge or Sell Its Assets on Certain Terms. The Company shall not consolidate with or merge into any other entity or convey, transfer or lease all or substantially all of the assets of the Company and its consolidated Subsidiariessubsidiaries, taken as a whole, to any Person unless: (a) the entity formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the assets of the Company and its consolidated Subsidiaries subsidiaries shall be a Person organized and existing under the 000-0000-0000/13/AMERICAS laws of the United States, 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 and premium, if any, and interest, if any, on all outstanding Outstanding Notes and the performance of every covenant of this Indenture on the part of the Company is to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default and no event which, after notice or Default lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, or other transfer or lease or such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transactions shall have been complied with.

Company May Consolidate, Merge or Sell Its Assets on Certain Terms. The Company shall not consolidate with or merge into any other entity or convey, transfer or lease all or substantially all of the assets of the Company and its consolidated Subsidiaries, taken as a whole, to any Person unless: (a) the entity formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the assets of the Company and its consolidated Subsidiaries shall be a Person organized and existing under the laws of the United States, 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 and premium, if any, and interestSpecial Interest, if any, on all outstanding Notes and the performance of every covenant of this Indenture on the part of the Company is to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default or Default shall have occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, or other transfer or lease or such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transactions shall have been complied with.