Company May Consolidate on Certain Terms. Subject to the provisions of Section 13.02, the Company shall not consolidate or merge with or into any other Person or Persons (whether or not affiliated with the Company), nor shall the Company or its successor or successors be a party or parties to successive consolidations or mergers, nor shall the Company sell, convey, transfer or lease the property and assets of the Company substantially as an entirety, to any other Person (whether or not affiliated with the Company), unless: (i) the Company is the surviving Person, or the resulting, surviving or transferee Person is organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; (ii) upon any such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of and premium, if any, and interest on all of the Notes, according to their tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the Person that shall have acquired or leased such property, and such supplemental indenture shall provide for the applicable conversion rights set forth in Section 16.06; and (iii) immediately after giving effect to the transaction described above, 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.
Company May Consolidate on Certain Terms. Subject to the provisions of Section 10.02, the Company shall not consolidate or merge with or into any other Person or Persons (whether or not affiliated with the Company), nor shall the Company or its successor or successors be a party or parties to successive consolidations or mergers, nor shall the Company sell, convey, transfer or lease the property and assets of the Company substantially as an entirety, to any other Person (whether or not affiliated with the Company), unless: (i) the Company is the surviving Person, or the resulting, surviving or transferee Person is a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; (ii) upon any such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of and Interest on all of the Securities, according to their tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company, shall be expressly assumed, by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee by the Person (if other than the Company and other than a Person who is a successor to the Company's obligations hereunder and under the Security by operation of law) formed by such consolidation, or into which the Company shall have been merged, or by the Person that shall have acquired or leased such property, and such supplemental indenture shall provide for the applicable conversion rights set forth in Section 15.06; (iii) immediately after giving effect to the transaction described above, 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; and (iv) the Company shall have delivered to the Trustee an Officers Certificate and an Opinion of Counsel each stating that the transaction complies with the requirements of this Section 10.01.
Company May Consolidate on Certain Terms. Subject to the provisions of Section 12.02, 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, conveyance or tease (or successive sales, conveyances or leases) of all or substantially all of the property of the Company, to any other Person (whether or not affiliated with the Company), authorized to acquire and operate the same and that shall be organized under the laws of the United States of America, any state thereof or the District of Columbia; provided, however, that upon any such consolidation, merger, sale, conveyance or lease, the due and punctual payment of the principal of and premium, if any, and interest (including Liquidated Damages, if any) on all of the Notes, according to their tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the Person (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the Person that shall have acquired or leased such property, and such supplemental indenture shall provide for the applicable conversion rights set forth in Section 15.06.
Company May Consolidate on Certain Terms. Nothing contained in this Indenture or in the 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 either the Company will be the continuing entity or the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Company, to any other person (whether or not affiliated with the Company); provided, however, that the following conditions are met:
(a) the Company shall be the continuing entity, or the successor entity (if other than the Company) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall expressly assume payment of the principal of and interest on all of the Securities and the due and punctual performance and observance of all of the covenants and conditions in this Indenture;
(b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and
(c) either the Company or the successor person, in either case, shall have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel, stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction have been complied with. Except in the case of a substantially concurrent consolidation, merger, sale, conveyance, transfer or lease of all or substantially all of the property of the Guarantor in compliance with Section 5.3, no such consolidation, merger, sale, conveyance, transfer or lease shall be permitted by this Section 5.1 unless prior thereto the Guarantor shall have delivered to the Trustee a Guarantor’s Officers’ Certificate, stating that the Guarantor’s obligations hereunder shall remain in full force and effect thereafter.
Company May Consolidate on Certain Terms. Subject to the provisions of Section 6.02, the Company shall not be a party to a Substantially All Merger or participate in a Substantially All Sale, unless:
(a) the Company is the surviving Person, or the Person formed by or surviving such Substantially All Merger or to which such Substantially All Sale has been made (the “Successor Party”) is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and has expressly assumed by supplemental indenture all of the obligations of the Company under the Notes and the Indenture;
(b) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or the lapse of time, or both would become an Event of Default, shall have occurred and be continuing; and
(c) the Company delivers to the Trustee and the Paying Agent an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and any supplemental indenture relating thereto comply with this Indenture and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.
Company May Consolidate on Certain Terms. The Company may consolidate with, or sell, lease or convey all or substantially all of its respective assets to, or merge with or into, any other entity; provided 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 notes shall be expressly assumed 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 assets.
Company May Consolidate on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate or merge with or into any other Person or Persons (whether or not affiliated with the Company), nor shall the Company or its successor or successors be a party or parties to successive consolidations or mergers, nor shall the Company sell, convey, transfer or lease or otherwise dispose of all or substantially all of the property and assets of the Company to any other Person (whether or not affiliated with the Company), unless: (i) in the case of a merger or consolidation, the Company is the surviving Person, or the resulting, surviving or transferee Person is a corporation, a limited liability company, limited partnership or trust and executes and delivers to the Trustee a supplemental indenture expressly assuming the payment when due of the principal of and interest, including Liquidated Damages, if any, on the Notes and the performance of each of the Company's other covenants under the Notes, the Indenture and the Registration Rights Agreement; (ii) in either case, immediately after giving effect to such transaction, no default or Event of Default has occurred and is continuing; (iii) the Company delivers to the Trustee an Officers' Certificate and Opinion of Counsel to the effect that the transaction and the supplemental indenture comply with this Indenture and that all conditions precedent in this Indenture related to the transaction have been satisfied; and (iv) in the case of a merger or consolidation pursuant to which all or substantially all of the Company's Ordinary Shares would be converted into cash, securities or other property, the right to convert a note into Ordinary Shares is changed into a right to convert the notes into the kind and amount of cash, securities or other property that Noteholders would have received if they had converted their notes immediately prior to the transaction.
Company May Consolidate on Certain Terms. Subject to the provisions of Section 10.02, the Company shall not consolidate with or merge with or into any other Person or Persons (whether or not affiliated with the Company), nor shall the Company or its successor or successors be a party or parties to successive consolidations or mergers, nor shall the Company sell, convey, transfer or lease all or substantially all of the property and assets of the Company to any other Person (whether or not affiliated with the Company), unless: (i) the resulting, surviving or transferee Person is a Person organized and existing under the laws of the United States of America, any state thereof or the District of Columbia or the laws of Canada or any province or territory thereof; (ii) upon any such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of the principal of and premium, if any, and Interest on all of the Securities, according to their tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company, shall be expressly assumed, by supplemental indenture satisfactory in form and substance to the Trustee, executed and delivered to the Trustee by the Person (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the Person that shall have acquired or leased such property, and such supplemental indenture shall provide for the applicable conversion rights set forth in Section 15.08; and (iii) immediately after giving effect to the transaction described above, 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.
Company May Consolidate on Certain Terms. Nothing contained in this Indenture or in 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 either the Company will be the continuing entity or the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Company, to any other Person (whether or not affiliated with the Company); provided, however, that the following conditions are met:
(a) the Company shall be the continuing entity and shall be a corporation organized and validly existing under the laws of the United States of America, any state of the United States of America, the District of Columbia, the United Kingdom, Switzerland or Ireland, or the successor entity (if other than the Company) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets is a corporation organized and validly existing under the laws of the United States of America, any state of the United States of America, the District of Columbia, the United Kingdom, Switzerland or Ireland and expressly assumes payment of the principal of and interest on all of the outstanding Notes and the due and punctual performance and observance of all of the covenants and conditions in this Indenture;
(b) if the Company effects a Redomiciliation, the Company will provide at least 60 days’ prior written notice (the “Redomiciliation Notice”) of such proposed Redomiciliation to the Trustee and Holders, which Redomiciliation Notice will specify whether Additional Amounts will apply to any payments on the Notes following such Redomiciliation;
(c) such transaction will not result in a “significant modification” of the Notes within the meaning of U.S. Treasury Regulations § 1.1001-3(e);
(d) if as a result of such transaction the Notes become convertible into Common Stock or other securities issued by a third party, such third party fully and unconditionally guarantees all obligations under the outstanding Notes and this Indenture;
(e) immediately after giving effect to the transaction, no Event of Default under this Indenture, and no event which, after notice or the lapse of time, or both, would become an Event of Default, shall have occurred and be continuing; and
(f) an Officers’ Certificate and Opinion of Counsel covering these conditio...
Company May Consolidate on Certain Terms. Subject to the provisions of Section 11.02, 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, conveyance or lease (or successive sales, conveyances or leases) of all or substantially all of the property of the Company, to any other Person (whether or not affiliated with the Company), authorized to acquire and operate the same; provided that immediately after giving effect to any such consolidation, merger, sale, conveyance or lease, 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. The Company shall give the conversion notice provided for under Section 14.01(b) provided that the failure to give such notice or any default therein shall not affect the validity of such transaction.
