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

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. Subject to the provisions of Section 12.0212.02 hereof, 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 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 and that shall be organized under the laws of the United States of America, any state 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 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 15.0615.06 hereof.

Company May Consolidate on Certain Terms. Subject to the provisions of Section 12.02, nothing 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) lease of all or substantially all of the property of the Company, 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 Columbiasame; provided, however, and the Company hereby covenants and agrees, that any such consolidation, merger, sale, conveyance or lease shall be upon any the condition that (a) immediately after such consolidation, 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 (including Liquidated Damages, if any) on all of the Notes, 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 or observed 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 which 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. Subject to the provisions of Section 12.02, nothing 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 partiesmergers, or shall prevent any sale, conveyance conveyance, transfer or tease (or successive sales, conveyances or leases) lease 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, that: (a) 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, Company shall be expressly assumedthe continuing entity, by supplemental indenture satisfactory in form to or the Trustee, executed and delivered to the Trustee by the Person 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 be organized and validly existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume the obligations of the Company and the due and punctual performance and observance by the Company of all of the covenants and conditions in this Indenture; (b) immediately after giving effect to such transaction, 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 (c) either the Company or the successor Person, as the case may be, shall have delivered to the Trustee an Officer’s’ Certificate, as the case may be, and an Opinion of Counsel, each stating that such consolidation, sale, merger, conveyance, transfer or into which the Company shall have been merged, or by the Person that shall have acquired or leased such property, lease and such supplemental indenture shall provide comply with this Article 10 and that all conditions precedent herein provided for the applicable conversion rights set forth in Section 15.06relating to such transaction have been complied with.

Company May Consolidate on Certain Terms. Subject to the provisions of Section 12.0210.03, 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), or successive consolidations or mergers in which nor shall the Company or its successor or successors shall be a party or partiesparties to successive consolidations or mergers, nor shall the Company sell, convey, transfer or shall prevent any sale, conveyance or tease (or successive sales, conveyances or leases) of lease all or substantially all of the property and assets of the Company, Company to any other Person (whether or not affiliated with the Company), authorized to acquire unless: (i) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, is a corporation organized and operate the same and that shall be organized existing under the laws of the United States of AmericaStates, any state thereof thereof, or the District of Columbia; provided, however, that (ii) upon any such consolidation, merger, sale, conveyance conveyance, transfer or lease, the due and punctual payment of the principal of and premium, if any, and interest (including Liquidated Damages, if any) Interest on all of the NotesSecurities, 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 Person Successor Company (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 15.0615.07; 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 12.02, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of the Company shall not, in a single transaction or a series of related transactions, consolidate or merge with or into any other Person or Persons (whether or not affiliated with the Company), or successive consolidations or mergers in which nor shall the Company sell, convey, transfer 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 lease the property and assets of the property of the CompanyCompany substantially as an entirety, to any other Person (whether or not affiliated with the Company), authorized to acquire unless: (i) the Company is the continuing corporation, or the resulting, surviving or transferee Person (if other than the Company) is a corporation or limited liability company organized and operate the same and that shall be organized existing under the laws of the United States of America, any state thereof or the District of Columbia; provided, however, that (ii) upon any such consolidation, merger, sale, conveyance conveyance, transfer or lease, the due and punctual payment of the principal of 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 or satisfied by the Company, shall be expressly assumed, assumed by a supplemental indenture reasonably satisfactory in form to the TrusteeTrustee and all of the obligations of the Company under the Registration Rights Agreement shall be expressly assumed by a supplemental agreement, in each case, 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; (iii) immediately after giving effect to the transaction described above, no default or Event of Default, has occurred and is continuing; and (iv) the Company has delivered to the Trustee the Officers' Certificate and Opinion of Counsel, if any, requested pursuant to Section 12.03.

Company May Consolidate on Certain Terms. Subject to the provisions of Section 12.0211.02, 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 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 and that shall be organized under the laws of the United States of America, any state thereof or the District of Columbia; provided, however, provided 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 operation of law or 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 15.0614.06; 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.

Company May Consolidate on Certain Terms. Subject to the provisions of Section 12.0211.02, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of the Company shall not consolidate or merge with or into any other Person or Persons (whether or not affiliated with the Company)into, or successive consolidations convey, transfer or mergers lease, in which the Company one transaction or its successor a series of related transactions, directly or successors shall be a party or partiesindirectly, or shall prevent any sale, conveyance or tease (or successive sales, conveyances or leases) of all or substantially all of its assets to any Person unless (i) the property of resulting, surviving or transferee Person (the “Successor Company”) is the Company, to any other or the resulting, surviving or transferee Person (whether or not affiliated with the Company), authorized to acquire is a corporation organized and operate the same and that shall be organized existing under the laws of the United States of America, any state thereof or the District of Columbia; provided, however, that (ii) upon any such consolidation, merger, sale, conveyance conveyance, transfer 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 NotesDebentures, 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, shall be expressly assumed, by supplemental indenture reasonably 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 15.0615.06 and (iii) immediately after giving effect to the transaction described above, no Event of Default, and no event which, after notice or passage of time or both, would be an Event of Default, shall have 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 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 lease (or successive sales, conveyances or leases) of all or substantially all of the property of the Company, to any other Person corporation (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, provided 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 corporation (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the Person corporation 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.. -----