Common use of Consolidation and Mergers and Sales, Leases and Conveyances Permitted Subject to Certain Conditions Clause in Contracts

Consolidation and Mergers and Sales, Leases and Conveyances Permitted Subject to Certain Conditions. (a) Solely for purposes of the Notes, Section 8.1(a) and (b) of the Base Indenture are hereby amended and restated as follows: (1) Notwithstanding anything contained herein or in any of the Notes, the Issuer may consolidate with or merge with or into or amalgamate or convert into any other corporation, limited liability company, limited partnership or other legal entity and the Issuer may sell, lease or convey all or substantially all of its assets to any legal entity organized and existing under the laws of the United States of America or a State thereof, any country in the European Union, the United Kingdom, Canada, Israel or Switzerland; provided, that in any such case, either the Issuer shall be the surviving entity, or the successor entity (or the entity which shall have received such assets) shall expressly assume, pursuant to a supplemental indenture, all of the Issuer’s obligations under this Indenture and the Notes. (2) Notwithstanding anything contained herein or in any of the Notes, the Parent Guarantor may consolidate with or merge with or into or amalgamate or convert into any other corporation, limited liability company, limited partnership or other legal entity and the Parent Guarantor may sell, lease or convey all or substantially all of its assets to any legal entity organized and existing under the laws of the United States of America or a State thereof, any country in the European Union, the United Kingdom, Canada, Israel or Switzerland; provided, that in any such case, either the Parent Guarantor shall be the surviving entity, or the successor entity (or the entity which shall have received such assets) shall expressly assume, pursuant to a supplemental indenture, all of the Parent Guarantor’s obligations under this Indenture, the Notes and the Guarantee. (b) Solely for purposes of the Notes, Section 8.3 of the Base Indenture is hereby amended to delete the last sentence thereof.

Consolidation and Mergers and Sales, Leases and Conveyances Permitted Subject to Certain Conditions. (a) Solely for purposes of the Notes, Section 8.1(a) and (b) of the Base Indenture are hereby amended and restated as follows: (1) Notwithstanding anything contained herein or in any of the Notes, the Issuer may consolidate with or merge with or into or amalgamate amalgamate, convert or convert liquidate into any other corporation, limited liability company, limited partnership or other legal entity and the Issuer may sell, lease or convey all or substantially all of its assets to any legal entity organized and existing under the laws of the United States of America or a State thereof, any country in the European Union, the United Kingdom, Canada, Israel or Switzerland; provided, that in any such case, either the Issuer shall be the surviving entity, or the successor entity (or the entity which shall have received such assets) shall expressly assume, pursuant to a supplemental indenture, all of the Issuer’s obligations under this Indenture and the Notes. (2) Notwithstanding anything contained herein or in any of the Notes, the Parent Guarantor Guarantors may consolidate with or merge with or into or amalgamate amalgamate, convert or convert liquidate into any other corporation, limited liability company, limited partnership or other legal entity and the Parent Guarantor Guarantors may sell, lease or convey all or substantially all of its their respective assets to any legal entity organized and existing under the laws of the United States of America or a State thereof, any country in the European Union, the United Kingdom, Canada, Israel or Switzerland; provided, that in any such case, either the Parent such Guarantor shall be the surviving entity, or the successor entity (or the entity which shall have received such assets) shall expressly assume, pursuant to a supplemental indenture, all of the Parent Guarantor’s such Guarantors’ obligations under this Indenture, the Notes and the GuaranteeGuarantees. (b) Solely for purposes of the Notes, Section 8.3 of the Base Indenture is hereby amended to delete the last sentence thereof.

Consolidation and Mergers and Sales, Leases and Conveyances Permitted Subject to Certain Conditions. (a) Solely for purposes of the Notes, Section 8.1(a) and (b) of the Base Indenture are hereby amended and restated as follows: (1a) Notwithstanding anything contained herein or in any of the Notes, the Issuer may consolidate with or merge with or into or amalgamate or convert into any other corporation, limited liability company, limited partnership or other legal entity and the Issuer may sell, lease or convey all or substantially all of its assets to any legal entity organized and existing under the laws of the United States of America or a State thereof, any country in the European Union, the United Kingdom, Canada, Israel or Switzerland; provided, that in any such case, either the that Issuer shall be the surviving entity, or the successor entity (or the entity which shall have received such assets) shall expressly assume, pursuant to a supplemental indenture, all of the Issuer’s obligations under this Indenture and the Notes. (2b) Notwithstanding anything contained herein or in any of the Notes, the Parent Guarantor may consolidate with or merge with or into or amalgamate or convert into any other corporation, limited liability company, limited partnership or other legal entity and the Parent Guarantor may sell, lease or convey all or substantially all of its assets to any legal entity organized and existing under the laws of the United States of America or a State thereof, any country in the European Union, the United Kingdom, Canada, Israel or Switzerland; provided, that in any such case, either the Parent Guarantor shall be the surviving entity, or the successor entity (or the entity which shall have received such assets) shall expressly assume, pursuant to a supplemental indenture, all of the Parent GuarantorParent’s obligations under this Indenture, the Notes and the Guarantee. (b) Solely for purposes of the Notes, Section 8.3 of the Base Indenture is hereby amended to delete the last sentence thereof.