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

Company May Consolidate, Merge or Sell Its Assets Only on Certain Terms. The Company will not (1) consolidate with or merge with or into; or (2) sell, lease or otherwise transfer all or substantially all of the consolidated assets of the Company and its Subsidiaries to, another Person (any such transaction, a “Reorganization Event”), unless: (a) either: (i) the Company is the surviving corporation; or (ii) the resulting, surviving or transferee Person (if other than the Company) of such Reorganization Event (the “Reorganization Successor Corporation”): (I) 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 (II) expressly assumes all of the obligations of the Company under this Note; (b) immediately after giving effect to such Reorganization Event, no Default will have occurred and be continuing; and (c) prior to the effective date of such Reorganization Event, the Company delivers to the Holder an Officers’ Certificate and an Opinion of Counsel, each stating that: (i) such Reorganization Event complies with Section 5.01(a); (ii) all conditions precedent to such Reorganization Event provided in this Note have been satisfied; and (iii) this Note constitutes the legal, valid and binding obligation of the Reorganization Successor Corporation (subject to customary limitations);

Company May Consolidate, Merge or Sell Its Assets Only on Certain Terms. The Company will not not, directly or indirectly, (1) consolidate with or merge with or into; , or (2) sell, convey, transfer or lease or otherwise transfer all or substantially all of the consolidated its properties and assets of the Company and its Subsidiaries to, another any other Person (any such transaction, a “Reorganization Event”), unless: (a) either: (i) the Company is the surviving corporation; or (ii) the resulting, surviving or transferee Person (if other than the Company) of such Reorganization Event (the “Reorganization Successor Corporation”): (I1) 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 (II2) expressly assumes assumes, by executing and delivering a supplemental indenture to the Trustee, all of the obligations of the Company under the Notes and this NoteIndenture; (b) immediately after giving effect to such Reorganization Event, no Default will have occurred and be continuing; and (c) prior the Company shall have delivered to the effective date of such Reorganization Event, the Company delivers to the Holder Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that: (i) such Reorganization Event complies and such supplemental indenture (if any) comply with Section 5.01(a)this Article V; (ii) all conditions precedent to such Reorganization Event provided in this Note Indenture have been satisfiedcomplied with; and (iii) this Note constitutes the legalsuch supplemental indenture (if any) is valid, valid binding and binding obligation of enforceable against the Reorganization Successor Corporation (subject to customary limitations);Corporation.

Company May Consolidate, Merge or Sell Its Assets Only on Certain Terms. The Company will not (1) consolidate with or merge with or into; or (2) sell, lease or otherwise transfer all or substantially all of the consolidated assets of the Company and its Subsidiaries to, another Person (any such transaction, a “Reorganization Event”), unless: (a) either: (i) the Company is the surviving corporation; or (ii) the resulting, surviving or transferee Person (if other than the Company) of such Reorganization Event (the “Reorganization Successor Corporation”): (I) 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 (II) expressly assumes all of the obligations of the Company under this Note; (b) immediately after giving effect to such Reorganization Event, no Default will have occurred and be continuing; and (c) prior to the effective date of such Reorganization Event, the Company delivers to the Holder an Officers’ Certificate and an Opinion of Counsel, each stating that: (i) such Reorganization Event complies with Section 5.01(a)) hereof; (ii) all conditions precedent to such Reorganization Event provided in this Note have been satisfied; and (iii) this Note constitutes the legal, valid and binding obligation of the Reorganization Successor Corporation (subject to customary limitations);

Company May Consolidate, Merge or Sell Its Assets Only on Certain Terms. The Company will not (1) consolidate with or merge with or into; into any other Person, or (2) sell, convey, transfer or lease or otherwise transfer all or substantially all of the consolidated its properties and assets of the Company and its Subsidiaries to, to another Person (any such transaction, a “Reorganization Event”), unless: (a) either: (i) the Company is the surviving corporation; or (ii) the resulting, surviving or transferee Person (if other than the Company) of such Reorganization Event (the “Reorganization Successor Corporation”): (I1) 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 (II2) expressly assumes assumes, by executing and delivering a supplemental indenture to the Trustee that is reasonably satisfactory in form to the Trustee in accordance with Section 9.03 hereof, all of the obligations of the Company under the Notes and this NoteIndenture; (b) immediately after giving effect to such Reorganization Event, no Default will have occurred and be continuing; and (c) prior to the effective date of such Reorganization Event, the Company delivers to the Holder Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that: (i) such Reorganization Event complies and such supplemental indenture comply with Section 5.01(a);) hereof; and (ii) all conditions precedent to such Reorganization Event provided in this Note Indenture have been satisfied; and (iii) this Note constitutes the legal, valid and binding obligation of the Reorganization Successor Corporation (subject to customary limitations);.