Common use of Company May Consolidate on Certain Terms Clause in Contracts

Company May Consolidate on Certain Terms. Subject to the provisions of Section 10.03, 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 (the “Successor Company”), if not the Company, is a corporation organized and existing under the laws of the United States, 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 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, Table of Contents by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by the Successor Company (if other than the Company), and such supplemental indenture shall provide for the applicable conversion rights set forth in Section 15.07; 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 10.035.02, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company shall not consolidate with or merge with or into any other Person or Persons (whether or not affiliated with the CompanyCompany ), nor shall or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties to successive consolidations parties, or mergersshall prevent any sale, nor shall the Company sell, convey, transfer conveyance or lease all (or successive sales, conveyances or leases) of substantially all of the property and assets of the Company Company, to any other Person (whether or not affiliated with the Company), unless: (i) authorized to acquire and operate the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, is a corporation same and that shall be organized and existing under the laws of the United StatesStates of America, any state thereof, or the District of ColumbiaColumbia or the Cayman Islands; (ii) provided that upon any such consolidation, merger, sale, conveyance, transfer conveyance 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, Table of Contents by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the Successor Company 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 15.07Article 10; and (iii) provided further that 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. The Company shall give the conversion notice provided for under Article 10, provided that the failure to give such notice or any default therein shall not affect the validity of such transaction.

Company May Consolidate on Certain Terms. Subject to the provisions of Section 10.0312.02 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of 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 or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties to successive consolidations parties, or mergersshall prevent any sale, nor shall the Company sell, convey, transfer conveyance or lease (or successive sales, conveyances or leases) of all or substantially all of the property and assets of the Company Company, to any other Person (whether or not affiliated with the Company), unless: (i) authorized to acquire and operate the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, is a corporation same and that shall be organized and existing under the laws of the United StatesStates of America, any state thereof, thereof or the District of Columbia; , or, if not organized in any such jurisdiction, provided that (i) such Person agrees to be subject to the service of process laws of the State of New York and (ii) under the laws of such Person’s jurisdiction of organization, payments on the Notes (in cash or in shares of Common Stock upon conversion of the Notes) would not be subject to withholding tax; provided, however, that upon any such consolidation, merger, sale, conveyance, transfer conveyance or lease, the due and punctual payment of the principal of and premium, if any, and Interest interest (including Liquidated Damages, if any) on all of the SecuritiesNotes, according to their tenor, 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 Company, shall be expressly assumed, Table of Contents by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the Successor Company 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 15.07; 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 continuing15.06 hereof.

Company May Consolidate on Certain Terms. Subject to the provisions of Section 10.0312.02, unless the Company shall have redeemed the Notes pursuant to Section 3.02 by the applicable Change in Control Redemption Date, 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 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 (the “Successor Company”), if not the Company, is a corporation organized and existing under the laws of the United StatesStates of America, any state thereof, 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 interest on all of the SecuritiesNotes, according to their tenor, 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 Company, shall be expressly assumed, Table of Contents by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee Trustee, by the Successor Company 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 15.0715.06; 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 Nothing contained in this Indenture or in any of the provisions Debt Securities shall prevent any consolidation or merger of Section 10.03, 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 or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties to successive consolidations parties, or mergersshall prevent any sale, nor shall the Company sell, convey, transfer conveyance or lease of all or substantially all of the property and assets of the Company to any other Person (whether or not affiliated with the Company)) authorized to acquire and operate such properties; provided, unless: (i) however, that the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, is a corporation organized Company hereby covenants and existing under the laws of the United States, any state thereof, or the District of Columbia; (ii) upon agrees that any such consolidation, merger, sale, conveyanceconveyance or lease shall be upon the condition that (a) immediately after such consolidation, transfer merger, sale, conveyance or leaselease the Person (whether the Company or such other Person) 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 Person (if other than the Company) formed by or surviving any such consolidation or merger or to which such sale, conveyance or lease shall have been made, shall be a Person organized under the laws of the United States of America, any state thereof or the District of Columbia; and (c) the due and punctual payment of the principal of and premium, if any, and Interest interest on all of the Debt 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 or observed by the Company Company, shall be expressly assumed, Table of Contents by supplemental indenture a Supplemental Indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the Successor Company Person (if other than the Company)) formed by such consolidation, and such supplemental indenture shall provide for or into which the applicable conversion rights set forth in Section 15.07; 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, Company shall have happened and be continuingbeen merged, or by the Person which shall have acquired or leased such property.

Company May Consolidate on Certain Terms. Subject to the provisions of Section 10.0312.02, 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 selltransfer, convey, transfer sell, lease or lease otherwise dispose of all or substantially all of the its or its Subsidiaries' consolidated property and assets of the Company assets, 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 (the “Successor Company”)Person, if not other than the Company, is a corporation legal entity organized and existing under the laws of the United StatesStates of America, any state thereof, thereof or the District of Columbia; (ii) upon any such consolidation, merger, saletransfer, conveyance, transfer sale, lease or leaseother disposition, all the obligations of the Company under the Debentures and this Indenture, including the due and punctual payment of the principal of and premium, if any, and Interest on all of the SecuritiesDebentures, according to their tenor, 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 Company, shall be expressly assumed, Table of Contents by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the Successor Company 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 15.0715.05(b); and (iii) immediately before and after giving effect to the transaction described above, no Event of Default, and no event which, after notice or lapse passage 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 10.0311.02, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of 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 or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties to successive consolidations parties, or mergersshall prevent any sale, nor shall the Company sell, convey, transfer conveyance or lease all (or successive sales, conveyances or leases) of substantially all of the property and assets of the Company Company, to any other Person (whether or not affiliated with the Company), unless: (i) authorized to acquire and operate the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, is a corporation same and that shall be organized and existing under the laws of the United StatesStates of America, any state thereof, thereof or the District of Columbia; (ii) provided that upon any such consolidation, merger, sale, conveyance, transfer conveyance or lease, the due and punctual payment of the principal of and premium, if any, and Interest interest on all of the SecuritiesNotes, according to their tenor, 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 Company, shall be expressly assumed, Table of Contents by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the Successor Company 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 15.0714.06; and (iii) provided further that 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. The Company shall give the conversion notice provided for under Section 14.01(b)(ii) provided that the failure to give such notice or any default therein shall not affect the validity of such transaction.

Company May Consolidate on Certain Terms. Subject to the provisions of Section 10.0311.02, the Company shall not consolidate with or merge with or into any other Person into, 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 lease, in one transaction or a series of related transactions, directly or indirectly, all or substantially all of the property and its assets of the Company to any other Person (whether or not affiliated with the Company), unless: unless (i) the resulting, surviving or transferee Person (the “Successor Company”), if not ) is the Company, or the resulting, surviving or transferee Person is a corporation organized and existing under the laws of the United StatesStates of America, any state thereof, 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 interest on all of the SecuritiesDebentures, 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 Company, shall be expressly assumed, Table of Contents by supplemental indenture reasonably satisfactory in form to the Trustee, executed and delivered to the Trustee by the Successor Company 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 15.07; 15.06 and (iii) immediately after giving effect to the transaction described above, no Event of Default, and no event which, after notice or lapse passage of time or both, would become be an Event of Default, shall have happened occurred and be continuing. The foregoing limitation shall not prohibit any pledge of assets of the Company under the Senior Facilities or the Senior Note Indenture or under any Refinancings of the Senior Facilities, the Senior Notes or this Indenture.

Company May Consolidate on Certain Terms. Subject to the provisions of Section 10.03, 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 (the “Successor Company”), if not the Company, is a corporation organized and existing under the laws of the United States, 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 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, Table of Contents by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by the Successor Company (if other than the Company), and such supplemental indenture shall provide for the applicable conversion rights set forth in Section 15.07; 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 Nothing contained in this Indenture or in any of the provisions Notes shall prevent any consolidation or merger of Section 10.03, 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 or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties to successive consolidations parties, or mergersshall prevent any sale, nor shall the Company sell, convey, transfer conveyance or lease of all or substantially all of the property and assets of the Company to any other Person (whether or not affiliated with the Company)) authorized to acquire and operate the same; provided, unless: (i) however, and the resultingCompany hereby covenants and agrees, surviving or transferee Person (the “Successor Company”), if not the Company, is a corporation organized and existing under the laws of the United States, any state thereof, or the District of Columbia; (ii) upon that any such consolidation, merger, sale, conveyanceconveyance or lease shall be upon the condition that (a) immediately after such consolidation, transfer merger, sale, conveyance or lease, the Person (whether the Company or such other Person) 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; and (b) the due and punctual payment of the principal of and premium, if any, and Interest interest on all of the SecuritiesNotes, 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 or observed by the Company Company, shall be expressly assumed, Table of Contents by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the Successor Company Person (if other than the Company)) formed by such consolidation, and such supplemental indenture shall provide for or into which the applicable conversion rights set forth in Section 15.07; 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, Company shall have happened and be continuing.been merged, or by the Person which shall have acquired or leased such property. Section 12.02

Company May Consolidate on Certain Terms. Subject to the provisions of Section 10.0311.02, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of 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 or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties to successive consolidations parties, or mergersshall prevent any sale, nor shall the Company sell, convey, transfer conveyance or lease all (or successive sales, conveyances or leases) of substantially all of the property and assets of the Company Company, to any other Person (whether or not affiliated with the Company), unless: (i) authorized to acquire and operate the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, is a corporation same and that shall be organized and existing under the laws of the United StatesStates of America, any state thereof, thereof or the District of Columbia; (ii) provided that upon any such consolidation, merger, sale, conveyance, transfer conveyance or lease, the due and punctual payment of the principal of and premium, if any, and Interest interest on all of the SecuritiesNotes, according to their tenor, 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 Company, shall be expressly assumed, Table by operation of Contents law or by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the Successor Company 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 15.0714.06; and (iii) provided further that 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; provided further that the transfer by the Company, in a single transaction or series of transactions, of all or substantially all of its cash, cash equivalents and marketable securities of non-affiliates for which the Company receives fair market value, as determined by the Company's Board, will not constitute a sale of all or substantially all of the Company's assets.