Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. Company agrees that during the term of this Agreement it will maintain its corporate existence and good standing, will continue to be a corporation organized under the laws of the Commonwealth of Kentucky or qualified and admitted to do business in the Commonwealth of Kentucky, and will neither dispose of all or substantially all of its assets nor consolidate with nor merge into another corporation unless the acquirer of its assets or the corporation with which it shall consolidate or into which it shall merge, (i) shall be a corporation organized and existing under the laws of one of the States of the United States of America, (ii) shall be qualified and admitted to do business in the Commonwealth of Kentucky, (iii) shall assume in writing all of the obligations of Company herein and (iv) shall deliver a copy of such assumption to the Issuer and Trustee.
Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. The Company agrees that, during the term of this Agreement, it will maintain its corporate existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation or permit one or more other corporations to consolidate with or merge into it; provided that the Company may, without violating its agreement contained in this Section, consolidate with or merge into another corporation, or permit one or more other corporations to consolidate with or merge into it, or sell or otherwise transfer to another corporation all or substantially all of its assets as an entirety and thereafter dissolve, provided the surviving, resulting or transferee corporation, as the case may be (if other than the Company), is a corporation organized and existing under the laws of one of the states of the United States, and assumes in writing all of the obligations of the Company herein, and, if not an Indiana corporation, is qualified to do business in the State. If consolidation, merger or sale or other transfer is made as provided in this Section, the provisions of this Section shall continue in full force and effect and no further consolidation, merger or sale or other transfer shall be made except in compliance with the provisions of this Section.
Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. The Company agrees that during the term of this Agreement it will maintain its existence as a corporation, will continue to maintain its status as a corporation in good standing in the State of Nevada and, so long as the Company is conducting business of any kind in the State, in the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not combine or consolidate with or merge into another Person or permit one or more Persons 4847-5363-8470.4 to consolidate with or merge into it; provided, however, that the Company may so combine, consolidate with, or merge into another Person legally existing under the laws of one of the states of the United States, or permit one or more Persons to consolidate with or merge into it, or sell or otherwise transfer to another Person all or substantially all of its assets as an entirety and thereafter dissolve if the surviving, resulting, or transferee Person, as the case may be, assumes and agrees in writing to pay and perform all of the obligations of the Company hereunder and under each Tax Agreement. Any transfer of all or substantially all of the Company’s generation assets shall not be deemed to constitute a “disposition of all or substantially all of the Company’s assets” within the meaning of the preceding paragraph. Any such transfer of the Company’s generation assets shall not relieve the Company of any of its obligations under this Agreement. The Company need not comply with any of the provisions of this Section 5.1 if, at the time of such merger, combination, consolidation, sale of assets, dissolution or reorganization, the Bonds will be defeased as provided in Article XI of the Indenture.
Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. The Company agrees that during the term of this Agreement it will maintain its corporate existence and, will not sell its electric properties as an entirety or substantially as an entirety or consolidate with or merge into another corporation or permit one or more other corporations to consolidate with or merge into it, except to the extent permitted under the provisions of the Company Mortgage, provided that any successor corporation resulting from any such sale, consolidation or merger shall assume all obligations of the Company arising under or contemplated by the provisions of this Agreement. If consolidation, merger or sale or other transfer is made as provided in this Section, the provisions of this Section shall continue in full force and effect and no further consolidation, merger or sale or other transfer shall be made except in compliance with the provisions of this Section.
Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. The Company agrees that during the term of this Agreement it will maintain its corporate existence and, will not sell, merge or consolidate with or into any other Person or sell, lease or transfer all or substantially all of its property to any Person, except that the following shall be permitted:
(a) the Company may transfer property, including the Project Facilities, as part of a Restructuring Transaction;
(b) the Company may consolidate with or merge with or into any other Person or sell, lease or transfer all or substantially all of its properties to any Person so long as either (A) the Company shall be the surviving corporation or (B) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease the properties of the Company substantially as an entirety shall be organized and validly existing under the laws of the United States or any state thereof or the District of Columbia and shall expressly assume all of the obligations of the Company under this Agreement;
(c) a subsidiary of the Company shall be permitted to merge or consolidate with or into or sell, lease or transfer all or substantially all of its property to the Company (provided, with respect to a merger, the Company is the surviving entity) or another subsidiary of the Company;
(d) the Company may wind up, voluntarily liquidate or dissolve any subsidiary if (A) such subsidiary is not a Significant Subsidiary (as defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act of 1933, as amended) and (B) the winding up, voluntary liquidation or dissolution of such subsidiary will not result in an Event of Default hereunder or otherwise have a material adverse effect on the business, property, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, which materially and adversely affects the ability of the Company to perform its obligations under this Agreement. If a consolidation, merger, sale, lease or other transfer is made as provided in this Section, the provisions of this Section shall continue in full force and effect and no further consolidation, merger, sale, lease or other transfer shall be made except in compliance with the provisions of this Section.
Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. The Company agrees that during the term of this Agreement, it will maintain its corporate existence and its good standing in the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation unless (a) the acquirer of its assets or the corporation with which it shall consolidate or into which it shall merge shall (i) be a corporation organized under the laws of one of the states of the United States of America, (ii) be qualified to do business in the State, (iii) be a public utility, and (iv) assume in writing all of the obligations of the Company under this Agreement and the Tax Agreement. Any transfer of all or substantially all of the Company's generation assets shall not be deemed to constitute a "disposition of all or substantially all of the Company's assets" within the meaning of the preceding paragraph. Any such transfer of the Company's generation assets shall not relieve the Company of any of its obligations under this Agreement.
Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. The Company agrees that during the Lease Term it will maintain in good standing its corporate existence and its qualification to do business in the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation or permit one or more other corporations to consolidate with or merge into it; provided that the Company may, without violating the agreement contained in this Section, consolidate with or merge into another corporation, or permit one or more other corporations to consolidate with or merge into it, or sell or otherwise transfer to another corporation all or substantially all of its assets as an entirety and thereafter dissolve, if (a) all restrictions relating thereto in the Company Indenture are satisfied and (b) the surviving, resulting or transferee corporation (if other than the Company) is a corporation validly organized and existing in good standing under the laws of one of the states of the United States, is qualified to do business in the State, and irrevocably and unconditionally assumes in writing all of the obligations of the Company hereunder in an instrument which is satisfactory to, and delivered to, the Issuer and the Trustee.
Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. The Company agrees that, so long as any Bonds are Outstanding, it will maintain its corporate existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation or permit one or more other corporations to consolidate with or merge into it; provided that the Company may, without violating its agreement contained in this section, consolidate with or merge into another corporation, or permit one or more other corporations to consolidate with or merge into it, or sell or otherwise transfer to another corporation all or substantially all of its assets as an entirety and thereafter dissolve, provided the surviving, resulting or transferee corporation, as the case may be (if other than the Company), is a corporation organized and existing under the laws of one of the states of the United States and assumes in writing all of the obligations of the Company herein and, if not a Florida corporation, is qualified to do business in the State.
Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. The Company agrees that during the term of this Agreement it will maintain its corporate existence and qualification to do business in the State of Delaware , will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation or permit one or more other corporations to consolidate with or merge into it; provided, that the Company may, without violating the agreements contained in this Section 6.3, consolidate with or merge into another domestic corporation (i.e., a corporation incorporated and existing under the laws of one of the states of the United States of America) or permit one or more other corporation to consolidate with or merge into it, or sell or otherwise transfer to another domestic corporation all or substantially all of its assets as an entirety and thereafter dissolve; provided, in the event the Company is not the surviving, resulting or transferee corporation, as the case may be, that the surviving, resulting or transferee corporation assumes, accepts and agrees in writing to pay and perform all of the obligations of the Company herein and is a corporation or is qualified to do business in the State of as a foreign corporation.
Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. The Company agrees that during the term of this Agreement, it will maintain its corporate existence and its good standing in the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation unless (a) the acquirer of its assets or the corporation with which it shall consolidate or into which it shall merge shall (i) be a corporation organized under the laws of one of the states of the United States of America, (ii) be qualified to do business in the State, and (iii) assume in writing all of the obligations of the Company under this Agreement and the Tax Agreement.
