CONSOLIDATION, MERGER AND SALE. Unless a Company Order or supplemental indenture establishing a series of Securities provides otherwise, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other corporation or corporations (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, transfer or other disposition of all or substantially all of the property of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided, however, the Company hereby covenants and agrees that, upon any such consolidation, merger, sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property.
CONSOLIDATION, MERGER AND SALE. Section 801. Company May Consolidate, Etc.,
CONSOLIDATION, MERGER AND SALE. The Company will not consolidate or merge with or into, or sell or otherwise dispose of all or substantially all of its property in one or more related transactions to, any other corporation or other entity, unless:
(i) the Company is the surviving corporation or the entity formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale or other disposition shall have been made is a corporation organized or existing under the laws of the United States of any state thereof or the District of Columbia;
(ii) the surviving corporation or other entity (if other than the Company) shall expressly and effectively assume in writing the due and punctual payment of the principal of and interest on this Note, according to its tenor, and the due and punctual performance and observance of all the terms, covenants, agreements and conditions of this Note to be performed or observed by the Company to the same extent as if such surviving corporation had been the original maker of this Note;
(iii) the Company or such other corporation or other entity shall not otherwise be in default in the performance or observance of any covenant, agreement or condition of this Note or the Purchase Agreement; and
(iv) the holder of this Note shall have received, in connection therewith, an opinion of counsel for the Company
CONSOLIDATION, MERGER AND SALE. The Borrower shall not (a) consolidate with or merge into any other Person or convey, transfer or lease the properties and assets of the Borrower and its Subsidiaries (considered as a single enterprise) substantially as an entirety to any Person or (b) permit any of its Subsidiaries to enter into any such transaction or series of transactions if it would result in the disposition of the consolidated properties and assets of the Borrower and its Subsidiaries (considered as a single enterprise) substantially as an entirety, unless, in each case:
(i) either (A) in the case of a consolidation or merger, the Borrower is the surviving entity, or (B) the Person formed by or surviving such consolidation or merger (if other than the Borrower) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made (such Person, the “Successor Company”) expressly assumes, pursuant to an assumption agreement executed and delivered to the Administrative Agent and the Collateral Agent, the payment of the principal of (and premium, if any) and interest on all the Loans and the performance of every covenant of this Agreement on the part of the Borrower to be performed or observed and all obligations under the other Loan Documents;
(ii) the Successor Company, if any, is an entity organized and existing under the laws of the United States, any state thereof or the District of Columbia;
(iii) immediately after giving effect to such transactions, no Default or Event of Default exists; and
(iv) the Borrower has delivered to the Administrative Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction complies with this covenant and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with. Notwithstanding the foregoing, the Borrower may merge or consolidate with or transfer all or substantially all of its assets to an Affiliate that has no significant assets or liabilities and was formed solely for the purpose of changing the Borrower’s jurisdiction of organization or the Borrower’s form of organization; provided that the successor assumes all of the Borrower’s obligations under this Agreement and the other Loan Documents. Upon any merger or consolidation, or any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of the Borrower and its Subsidiaries taken as a whole, in each case, in acco...
CONSOLIDATION, MERGER AND SALE. The Company covenants that it will not merge into or consolidate with any other corporation or other entity (whether or not affiliated with the Company) or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property to any other corporation or other entity (whether or not affiliated with the Company or its successor or successors), unless (i) such other corporation or Person shall expressly assume the due and punctual payment of the principal of, and premium, if any, and interest on all the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such corporation or Person and (ii) immediately after giving effect to such merger or consolidation, or such sale, conveyance, transfer or lease or other disposition, no Default or Event of Default shall have occurred and be continuing. Any Person may merge into or consolidate with the Company provided that the Company is the surviving corporation.
CONSOLIDATION, MERGER AND SALE. 10.1 Company May Merge, Consolidate, Etc., Upon Certain Terms. The Company covenants that it will not merge or consolidate with any other corporation or sell or convey all or substantially all of its assets to any person, firm or corporation, unless (i) either the Company shall be the continuing corporation, or the successor corporation (if other than the Company) shall be a corporation organized under the laws of the United States of America or any State thereof and shall expressly assume the due and punctual payment of the principal of and premium, if any, and interest on all the Notes, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and any applicable supplemental indenture to be performed by the Company, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such corporation, and (ii) the Company or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition. If at any time there shall be any consolidation or merger or sale or conveyance of property to which the covenant of this Section 10.01 is applicable, then in any such event the successor corporation will promptly deliver to the Trustee in connection with the closing thereon:
(1) an Officers' Certificate stating that as of the time immediately after the effective date of any such transaction the covenants of the Company contained in this Section 10.01 have been complied with and the successor corporation is not in default under the provisions of the Indenture; and
(2) an Opinion of Counsel stating that in his opinion such covenants have been complied with and that any instrument or instruments executed in the performance of such covenants comply with the requirements thereof.
CONSOLIDATION, MERGER AND SALE. 10.1 Company May Merge, Consolidate, Etc., Upon Certain Terms. . . . . . . . . . . . . . . . . . . . . . . . 42 10.2 Successor Corporation to be Substituted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
CONSOLIDATION, MERGER AND SALE. 53 Section 12.01. Corporation May Consolidate, etc., on Certain Terms.... 53 Section 12.02. Successor Corporation to be Substituted................ 53 Section 12.03. Opinion of Counsel to be Given Trustee................. 53
CONSOLIDATION, MERGER AND SALE. 61 SECTION 12.01. Company May Consolidate, etc., on Certain Terms........................................................................................ 61 SECTION 12.02. Securities to be Secured in Certain Events..................................................... 61 SECTION 12.03. Successor Corporation to be Substituted........................................................ 62 SECTION 12.04. Opinion of Counsel to be Given Trustee......................................................... 62 ARTICLE THIRTEEN.
CONSOLIDATION, MERGER AND SALE. The Company will not (a) consolidate or merge with or into (or permit any subsidiary to consolidate or merge with or into) any other person other than a subsidiary (where the pre-existing stockholders of the Company will own a majority of the voting stock of the surviving entity), or (b) sell or otherwise dispose of (or permit any subsidiary to sell or otherwise dispose of) a material portion of its property or assets in one or more transactions to, any other person or entity or enter into (or permit any subsidiary to enter into) an agreement with respect to any of the foregoing without the prior consent of the Payee.
