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

Company May Consolidate on Certain Terms. Subject to the provisions of Section 10.02, 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. Solely for the purposes of the Notes, Article Eight of the Original Indenture shall be deleted and replaced in its entirety by this Article 6. Subject to the provisions of Section 10.026.02, the Company shall not not, in a single transaction or a series of related transactions, consolidate with, or sell, lease or convey all or substantially all of its consolidated assets to, or merge with or into any other Person or Persons (whether or not affiliated with the Company)into, 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 Personcontinuing entity, or the resulting, surviving successor entity (if other than the Company) formed by or transferee Person is a corporation resulting from any consolidation or merger or which shall have received the transfer of assets shall be an entity 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, Columbia and shall expressly assume the due and punctual payment of the principal of of, and Interest on 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 in the Notes and the Indenture to be performed or satisfied by the CompanyCompany (including, shall be expressly assumedwithout limitations, the obligation to convert Notes in accordance with the provisions of Article 8 hereof) by a supplemental indenture reasonably satisfactory in form and substance to the Trustee; (ii) if as a result of any such consolidation, executed and delivered to sale, lease, conveyance or merger, the Trustee Notes become convertible into common stock or other securities issued by the a Person (if that is other than the Company or such successor Person, such Person shall fully and other than a Person who is a successor to the Company's unconditionally guarantee all obligations hereunder and under the Security by operation of law) formed by such consolidation, or into which Notes and 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 15.06Indenture; (iii) immediately after giving effect to the transaction described above, no Event of Default, and no Default or event which, after notice or lapse of time time, or both, would become an Event of Default, shall have happened has occurred and be is continuing; and (iv) the Company shall have has delivered to the Trustee an Officers Officers’ Certificate and an Opinion of Counsel each stating that pursuant to Section 102 of the transaction complies with the requirements of this Section 10.01Original Indenture.

Company May Consolidate on Certain Terms. Subject to the provisions of Section 10.0211.02, 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 acquiring Person, if other than the Company, is a corporation corporation, limited liability company, partnership, trust or other entity 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 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 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 15.0614.06; 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; 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 10.0212.02, 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 Person organized and existing under the laws of the Island of Guernsey, the United States of America, any state thereof or the District of ColumbiaColumbia or any other country (including its political subdivisions) that on the issue date is a member of the Organization for Economic Cooperation and Development or any other country whose legal and jurisprudential system is principally based on, or substantially similar to, English common law so long as the location of that entity in such common law country would not adversely affect the rights of Noteholders; (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 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 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 Note 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; and (iii) immediately after giving effect to the transaction described above, no Event of Default, and no event whichthat, 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.