Common use of Consolidation, Merger and Sale of Assets Clause in Contracts

Consolidation, Merger and Sale of Assets. The Company will not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person, or sell, convey, transfer or lease its property and assets substantially as an entirety to another Person, unless: (1) either (a) the Company shall be the continuing corporation or (b) the resulting, surviving or transferee Person (if other than the Company) shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (the “Successor Company”), and such Successor Company shall expressly assume, by an indenture supplemental to this Indenture in a form reasonably satisfactory to the Trustee, executed and delivered to the Trustee, all the obligations of the Company under the Notes and this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing; and (3) if so requested by the Trustee, the Company shall have delivered to the Trustee any Officers’ Certificate and Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article IX and that all conditions precedent herein provided for relating to such transaction have been satisfied.

Consolidation, Merger and Sale of Assets. The Company will not, in a single transaction or a series of related transactions, shall not consolidate with or merge with or into any other Person, or sell, convey, transfer or lease all or substantially all of its property properties and assets substantially as an entirety to another Personany other Person (any such transaction or series of transactions, a “Merger Transaction”), unless: (1a) either (ai) the Company shall be is the continuing corporation resulting, surviving or transferee Person or (bii) the resulting, surviving or transferee Person (if other than the Company) shall be (the “Surviving Entity”), (1) is a corporation or limited liability company Corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and (2) the “Successor Surviving Entity (if other than the Company”), and such Successor Company shall ) expressly assumeassumes, by an a supplemental indenture supplemental to this Indenture in a form reasonably satisfactory to the Trustee, executed and delivered to the Trustee, all of the obligations of the Company under the Notes and this Indenture; (2b) immediately after giving effect to such transaction, no Default or Event of Default has shall have occurred and is be continuing; and (3c) if so requested by the Trustee, either the Company or the Surviving Entity shall have delivered to the Trustee any Officers’ an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Article IX 11 and that all conditions precedent herein provided for relating to such transaction have been satisfiedcomplied with.

Consolidation, Merger and Sale of Assets. (a) The Company will not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person, or sell, convey, transfer or lease its property and assets substantially as an entirety to another Person, unless: (1) either (a) the Company shall be the continuing corporation or (b) the resulting, surviving or transferee Person (if other than the Company) shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (the “Successor Company”), and such Successor Company shall expressly assume, by an indenture supplemental to this the Indenture in a form reasonably satisfactory to the Trustee, executed and delivered to the Trustee, all the obligations of the Company under the Notes and this the Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing; and (3) if so requested by the Trustee, the Company shall have delivered to the Trustee any Officers’ Certificate and Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article IX and that all conditions precedent herein provided for relating to such transaction have been satisfied.

Consolidation, Merger and Sale of Assets. The Company will not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person, or sell, convey, transfer or lease its property and assets substantially as an entirety to another Person, unless: (1) either (a) the Company shall be the continuing corporation or (b) the resulting, surviving or transferee Person (if other than the Company) shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (the “Successor Company”), and such Successor Company shall expressly assume, by an indenture supplemental to this Indenture in a form reasonably satisfactory to the Trustee, executed and delivered to the Trustee, all the obligations of the Company under the Notes and this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing; and (3) if so requested by the Trustee, the Company shall have delivered to the Trustee any an Officers’ Certificate and Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article IX and that all conditions precedent herein provided for relating to such transaction have been satisfied.

Consolidation, Merger and Sale of Assets. The Company will notshall not consolidate with or merge into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any other Person in a single transaction or a series of related transactions (any such transaction or series of transactions, consolidate with or merge with or into any other Person, or sell, convey, transfer or lease its property and assets substantially as an entirety to another Persona “Merger Transaction”), unless: (1) either (a) the Company shall be is the continuing corporation Person or (b) the resulting, surviving or transferee Person (Person, if other than the Company, (i) shall be a corporation or limited liability company is organized and validly existing under the laws of the United States Xxxxxx Xxxxxxx, Xxxxxxx xx xxx Xxxxxx Xxxxxx of America, any State state thereof or the District of Columbia and (ii) assumes the “Successor Company”), and such Successor Company shall expressly assume, by an indenture supplemental to this Indenture in a form reasonably satisfactory to the Trustee, executed and delivered to the Trustee, all the ’s obligations of the Company under the Notes and this Indenturethe Indenture (including, for the avoidance of doubt, the obligation to pay Additional Amounts in accordance with the provisions of Article 13); (2b) immediately after giving effect to such transaction, no Default or Event of Default has shall have occurred and is be continuing; and (3c) if so requested by the Trustee, either the Company or the successor Person shall have delivered to the Trustee any Officers’ an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Article IX 11 and that all conditions precedent herein provided for relating to such transaction have been satisfiedcomplied with.

Consolidation, Merger and Sale of Assets. The Company will not---------------------------------------- shall not consolidate with, merge with or into, or sell, convey, transfer, lease or other-wise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in a single one transaction or a series of related transactions) to, consolidate with any Person or permit any Person to merge with or into any other Person, or sell, convey, transfer or lease its property and assets substantially as an entirety to another Person, the Company unless: (1) either (ai) the Company shall be the continuing corporation Person, or (b) the resulting, surviving or transferee Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation or limited liability company organized and validly existing under the laws of the United States of America, America or any State jurisdiction thereof or the District of Columbia (the “Successor Company”), and such Successor Company shall expressly assume, by an indenture a supplemental to this Indenture in a form reasonably satisfactory to the Trusteeindenture, executed and delivered to the Trustee and the Collateral Trustee, all of the obligations of the Company under on all of the Notes and this under the Indenture; (2ii) immediately after giving effect to such transaction, no Default or Event of Default has shall have occurred and is be continuing; and (3iii) if so requested by the Trustee, the Company shall have delivered provides to the Trustee any an Officers’ ' Certificate and Opinion of Counsel, in each case stating that such consolidation, merger, conveyance, merger or transfer or lease and, if a and such supplemental indenture is required in connection with such transaction, such supplemental indenture, comply complies with this Article IX provision and that all conditions precedent herein provided for herein relating to such transaction have been satisfiedcomplied with.

Consolidation, Merger and Sale of Assets. SECTION 5.1. Company May Merge or Transfer Assets Only on Certain ---------------------------------------------------- Terms. The Company will notnot consolidate with or sell, lease, transfer or convey ----- all or substantially all of its assets to, or merge with or into, in a single one transaction or a series of related transactions, consolidate with or merge with or into any other Person, or sell, convey, transfer or lease its property and assets substantially as an entirety to another Person, unless: (1) either (ai) the Company shall be the continuing corporation entity, or (b) the resulting, surviving or transferee Person (if other than the Company"Successor") shall be a corporation or limited liability company --------- Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor (if not the “Successor Company”), and such Successor Company ) shall expressly assume, by an indenture supplemental to this Indenture in a form reasonably satisfactory indenture, executed and delivered to the Trustee, executed and delivered in form satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this Indenture; (2ii) immediately after giving effect to such transaction, no Default or Event of Default has shall have occurred and is be continuing; and; (3iii) if so requested by the Trusteerequested, the Company shall have delivered to the Trustee any an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, merger or transfer or lease and, if a and such supplemental indenture is required in connection with such transaction, such supplemental indenture, (if any) comply with this Article IX Indenture and that all conditions precedent herein provided for relating to such transaction have been satisfiedcomplied with.

Consolidation, Merger and Sale of Assets. The Company will notnot consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in a single one transaction or a series of related transactions) to, consolidate with any Person or permit any Person to merge with or into any other Person, or sell, convey, transfer or lease its property and assets substantially as an entirety to another Person, the Company unless: (1) either (ai) the Company shall be the continuing corporation Person, or (b) the resulting, surviving or transferee Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation or limited liability company organized and validly existing under the laws of the United States of America, America or any State jurisdiction thereof or the District of Columbia (the “Successor Company”), and such Successor Company shall expressly assume, by an indenture a supplemental to this Indenture in a form reasonably satisfactory to the Trusteeindenture, executed and delivered to the TrusteeTrustees, all of the obligations of the Company under on all of the Notes and this under the Indenture; (2ii) immediately after giving effect to such transaction, no Default or Event of Default has shall have occurred and is be continuing; and (3iii) if so requested by the Trustee, the Company shall have delivered provides to the Trustee any Trustees an Officers’ ' Certificate and Opinion of Counsel, in each case stating that such consolidation, merger, conveyance, merger or transfer or lease and, if a and such supplemental indenture is required in connection with such transaction, such supplemental indenture, comply complies with this Article IX provision and that all conditions precedent herein provided for herein relating to such transaction have been satisfiedcomplied with.

Consolidation, Merger and Sale of Assets. (a) The Company will not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person, or sell, convey, transfer or lease its property and assets substantially as an entirety to another Person, unless: : (1) either (a) the Company shall be the continuing corporation or (b) the resulting, surviving or transferee Person (if other than the Company) shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (the “Successor Company”), and such Successor Company shall expressly assume, by an indenture supplemental to this the Indenture in a form reasonably satisfactory to the Trustee, executed and delivered to the Trustee, all the obligations of the Company under the Notes and this the Indenture; ; (2) immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing; and and (3) if so requested by the Trustee, the Company shall have delivered to the Trustee any Officers’ Certificate and Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article IX and that all conditions precedent herein provided for relating to such transaction have been satisfied.

Consolidation, Merger and Sale of Assets. The Company will not, in a single transaction or a series of related transactions, shall not consolidate with or merge with or into any other Person, or sell, convey, transfer or lease all or substantially all of its property properties and assets substantially as an entirety to another Personany other Person (any such transaction or series of transactions, a “Merger Transaction”), unless: (1a) either (ai) the Company shall be is the continuing corporation resulting, surviving or transferee Person or (bii) the resulting, surviving or transferee Person (if other than the Company) shall be (the “Surviving Entity”), (1) is a corporation or limited liability company Corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and (2) the “Successor Surviving Entity (if other than the Company”), and such Successor Company shall ) expressly assumeassumes, by an a supplemental indenture supplemental to this Indenture in a form reasonably satisfactory to the Trustee, executed and delivered to the Trustee, all of the obligations of the Company under the Notes and this Indenture; (2b) immediately after giving effect to such transaction, no Default or Event of Default has shall have occurred and is be continuing; and (3c) if so requested by the Trustee, either the Company or the Surviving Entity shall have delivered to the Trustee any Officers’ an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Article IX 8 and that all conditions precedent herein provided for relating to such transaction have been satisfiedcomplied with.

Consolidation, Merger and Sale of Assets. The Company will not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person, or sell, convey, transfer or lease its property and assets substantially as an entirety to another Person, unless: (1) either (a) the Company shall be the continuing corporation or (b) the resulting, surviving or transferee Person (if other than the Company) shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (the “Successor Company”), and such Successor Company shall expressly assume, by an indenture supplemental to this Indenture in a form reasonably satisfactory to the TrusteeIndenture, executed and delivered to the Trustee, all the obligations of the Company under the Notes and this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing; and (3) if so requested by the Trustee, the Company shall have delivered to the Trustee any an Officers’ Certificate and Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article IX and that all conditions precedent herein provided for relating to such transaction have been satisfied.