Common use of CONSOLIDATION, MERGER AND SALE Clause in Contracts

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 SECTION 10.01. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company May Merge, Consolidate, Etc., Upon Certain Terms. The Company covenants that it will not merge with or consolidate with into any other corporation or sell corporations (whether or convey all 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 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 its assets the Debentures of all series in accordance with the terms of each series, according to any persontheir tenor, firm and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or corporationestablished with respect to each series pursuant to Section 2.01 to be kept or performed by the Company, unless shall be expressly assumed, by supplemental indenture (iwhich shall conform to the provisions of the Trust Indenture Act as then in effect) either 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 be have been merged, or by the continuing entity which shall have acquired such property. (a) In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor corporation, or by supplemental indenture, executed and delivered to the successor corporation (if other than Trustee and satisfactory in form to the Company) shall be a corporation organized under the laws Trustee, 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 of the Notes, according to their tenor, Debentures of all series outstanding and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and any applicable supplemental indenture or established with respect to each series of the Debentures pursuant to Section 2.01 to be performed by the Company with respect to each series, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and thereupon the predecessor corporation shall be relieved of all obligations and covenants under this Indenture and the Debentures, except the provisions of Section 7.06 to the extent such provisions relate to matters occurring before any such consolidation, merger, sale, conveyance, transfer or other disposition. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company or any other predecessor obligor on the Debentures, any or all of the Debentures issuable hereunder which theretofore shall not have been signed by supplemental indenture satisfactory the Company and delivered to the Trustee; and, executed upon the order of such successor company, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Debentures which previously shall have been signed and delivered by the officers of the predecessor Company to the Trustee for authentication, and any Debentures which such successor corporation thereafter shall cause to be signed and delivered to the Trustee by such corporation, for that purpose. All the Debentures so issued shall in all respects have the same legal rank and (ii) the Company or such successor corporation, benefit under this Indenture as the Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures had been issued at the date of the execution hereof. (b) In 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 consolidation, merger, sale, conveyance, transfer or condition. If at any time there shall other disposition, such changes in phraseology and form (but not in substance) may be any consolidation or merger or sale or conveyance of property made in the Debentures thereafter 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:be issued as may be appropriate. (1c) an Officers' Certificate stating that as of the time immediately after the effective date of any such transaction the covenants of the Company Nothing contained in this Section 10.01 have been complied Indenture or in any of the Debentures shall prevent the Company from merging into itself or acquiring by purchase or otherwise all or any part of the property of any other corporation (whether or not affiliated with and the successor corporation is not in default under Company). SECTION 10.03. The Trustee, subject to the provisions of the Indenture; and (2) Section 7.01, is entitled to receive an Opinion of Counsel stating that in his opinion such covenants have been complied with and as conclusive evidence that any instrument such consolidation, merger, sale, conveyance, transfer or instruments executed in the performance of other disposition, and any such covenants assumption, comply with the requirements thereofprovisions of this Article.

CONSOLIDATION, MERGER AND SALE. 10.1 Company May Merge, Consolidate, Etc., Upon Certain TermsSECTION 10.01. The Company covenants that it will not merge Nothing contained in this Indenture or consolidate in any of the Securities shall prevent any consolidation or merger of the Corporation with or into any other corporation or sell corporations (whether or convey all or substantially all of its assets to any person, firm or corporation, unless (i) either not affiliated with the Company shall be the continuing corporationCorporation), or successive consolidations or mergers in which the Corporation or its successor corporation (if other than the Company) or successors shall be a corporation organized under the laws party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the United States property of America the Corporation or its successor or successors as an entirety, or substantially as an entirety, to any State thereof other corporation (whether or not affiliated with the Corporation or its successor or successors) authorized to acquire and shall expressly assume operate the same; provided, however, and the Corporation 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 and (premium, if any, ) and interest on all of the NotesSecurities 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 to be kept or performed by the Corporation, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act of 1939 as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the corporation formed by such consolidation, or into which the Corporation shall have been merged, or by the corporation which shall have acquired such property. SECTION 10.02. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, premium, if any, and interest on all of the Securities of all series outstanding and the due and punctual performance of all of the covenants and conditions of this Indenture and any applicable supplemental indenture or established with respect to each series of the Securities pursuant to Section 2.01 to be performed by the CompanyCorporation with respect to each series, such successor successor corporation shall succeed to and be substituted for the Corporation, with the same effect as if it had been named herein as the party of the first part. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Corporation or any other predecessor obligor on the Securities any or all of the Securities issuable hereunder which theretofore shall not have been signed by supplemental indenture satisfactory the Corporation and delivered to the Trustee; and, executed upon the order of such successor corporation, instead of the Corporation, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Corporation to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee by such corporation, for that purpose. All the Securities so issued shall in all respects have the same legal rank and (ii) the Company or such successor corporation, benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In 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 consolidation, merger, sale, conveyance, transfer or conditionother disposition such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. 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 Nothing contained in this Section 10.01 have been complied Indenture or in any of the Securities shall prevent the Corporation from merging into itself or acquiring by purchase or otherwise all or any part of the property of any other corporation (whether or not affiliated with and the successor corporation is not in default under Corporation). SECTION 10.03. The Trustee, subject to the provisions of the Indenture; and (2) Section 7.01, may receive an Opinion of Counsel stating that in his opinion such covenants have been complied with and as conclusive evidence that any instrument such consolidation, merger, sale, conveyance, transfer or instruments executed in the performance of other disposition, and any such covenants assumption, comply with the requirements thereofprovisions of this Article.

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 10.1 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 10.1 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 SECTION 10.01. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company May Merge, Consolidate, Etc., Upon Certain Terms. The Company covenants that it will not merge with or consolidate with into any other corporation or sell corporations (whether or convey all not affiliated with the Company), or substantially all of its assets to any person, firm successive consolidations or corporation, unless (i) either mergers in which the Company shall be the continuing corporation, or the its successor corporation (if other than the Company) or successors shall be a corporation organized under the laws party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the United States property of America the Company or its successor or successors as an entirety, or substantially as an entirety, to any State thereof other corporation (whether or not affiliated with the Company or its successor or successors) authorized to acquire and shall expressly assume operate the same; provided, however, the Company hereby covenants and agrees that, upon any such consolidation, merger, sale, conveyance, transfer or other disposition, (a) the due and punctual payment of the principal of and (premium, if any, ) and interest on all of the NotesSecurities 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 of 1939 as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Company formed by such consolidation, or into which the Company shall have been merged, or by the corporation which shall have acquired such property and (b) the corporation or corporations formed by such consolidation or into which the Company is merged or the Person or Persons which acquire by conveyance or transfer, or which lease, the properties and assets of the Company substantially as an entirety shall be a Person or Persons organized and existing under the laws of the United States of America, any State thereof or the District of Columbia. (a) In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, premium, if any, and interest on all of the Securities of all series Outstanding and the due and punctual performance of all of the covenants and conditions of this Indenture and any applicable supplemental indenture or established with respect to each series of the Securities pursuant to Section 2.01 to be performed by the Company with respect to each series, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and thereupon the predecessor corporation shall be relieved of all obligations and covenants under this Indenture and the Securities. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company or any other predecessor obligor on the Securities, any or all of the Securities issuable hereunder which theretofore shall not have been signed by supplemental indenture satisfactory to the Trustee, executed Company and delivered to the Trustee by Trustee; and, upon the order of such corporationsuccessor company, instead of the Company, and (ii) subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any securities which previously shall have been signed and delivered by the officers of the predecessor Company or to the Trustee for authentication, and any Securities which such successor corporation, corporation thereafter shall cause to be signed and xxxxxxxxx.xx the Trustee for that purpose. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. (b) In 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 consolidation, merger, sale, conveyance, transfer or condition. If at any time there shall other disposition such changes in phraseology and form (but not in substance) may be any consolidation or merger or sale or conveyance of property made in the Securities thereafter 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:be issued as may be appropriate. (1c) an Officers' Certificate stating that as of the time immediately after the effective date of any such transaction the covenants of the Company Nothing contained in this Section 10.01 have been complied Indenture or in any of the Securities shall prevent the Company from merging into itself or acquiring by purchase or otherwise all or any part of the property of any other corporation (whether or not affiliated with and the successor corporation is not in default under Company). SECTION 10.03. The Trustee, subject to the provisions of the Indenture; and (2) Section 7.01, may receive an Opinion of Counsel stating that in his opinion such covenants have been complied with and as conclusive evidence that any instrument such consolidation, merger, sale, conveyance, transfer or instruments executed in the performance of other disposition, and any such covenants comply assumption, complies with the requirements thereofprovisions of this Article.

CONSOLIDATION, MERGER AND SALE. 10.1 Company May Merge, Consolidate, Etc., Upon Certain TermsSECTION 10.01. The Company covenants that it will not merge Nothing contained in this Indenture or consolidate in any of the Securities shall prevent any consolidation or merger of the Corporation with or into any other corporation or sell corporations (whether or convey all or substantially all of its assets to any person, firm or corporation, unless (i) either not affiliated with the Company shall be the continuing corporationCorporation), or successive consolidations or mergers in which the Corporation or its successor corporation (if other than the Company) or successors shall be a corporation organized under the laws party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the United States property of America the Corporation or its successor or successors as an entirety, or substantially as an entirety, to any State thereof other corporation (whether or not affiliated with the Corporation or its successor or successors) authorized to acquire and shall expressly assume operate the same; provided, however, and the Corporation 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 and (premium, if any, ) and interest on all of the NotesSecurities 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 to be kept or performed by the Corporation, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act of 1939 as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the corporation formed by such consolidation, or into which the Corporation shall have been merged, or by the corporation which shall have acquired such property. SECTION 10.02. In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of, premium, if any, and interest on all of the Securities of all series outstanding and the due and punctual performance of all of the covenants and conditions of this Indenture and any applicable supplemental indenture or established with respect to each series of the Securities pursuant to Section 2.01 to be performed by the CompanyCorporation with respect to each series, such successor -52- 68 corporation shall succeed to and be substituted for the Corporation, with the same effect as if it had been named herein as the party of the first part. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Corporation or any other predecessor obligor on the Securities any or all of the Securities issuable hereunder which theretofore shall not have been signed by supplemental indenture satisfactory the Corporation and delivered to the Trustee; and, executed upon the order of such successor corporation, instead of the Corporation, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Corporation to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee by such corporation, for that purpose. All the Securities so issued shall in all respects have the same legal rank and (ii) the Company or such successor corporation, benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In 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 consolidation, merger, sale, conveyance, transfer or conditionother disposition such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. 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 Nothing contained in this Section 10.01 have been complied Indenture or in any of the Securities shall prevent the Corporation from merging into itself or acquiring by purchase or otherwise all or any part of the property of any other corporation (whether or not affiliated with and the successor corporation is not in default under Corporation). SECTION 10.03. The Trustee, subject to the provisions of the Indenture; and (2) Section 7.01, may receive an Opinion of Counsel stating that in his opinion such covenants have been complied with and as conclusive evidence that any instrument such consolidation, merger, sale, conveyance, transfer or instruments executed in the performance of other disposition, and any such covenants assumption, comply with the requirements thereofprovisions of this Article.

CONSOLIDATION, MERGER AND SALE. 10.1 SECTION 10.01. Consolidations or Mergers of Company May Merge, Consolidate, Etc., Upon Certain Termsand Sales or -------------------------------------------------------- Conveyances of Property of Company. The Nothing contained in this Indenture or in ----------------------------------- any of the Securities shall prevent any consolidation or merger of the Company covenants that it will not merge with or consolidate with into any other corporation or sell corporations (whether or convey 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 assets successor or successors as an entirety, or substantially as an entirety, to any person, firm other corporation (whether or corporation, unless (i) either not affiliated with the Company shall be or its successor or successors) authorized to acquire and operate the continuing corporationsame; provided, however, the Company hereby covenants and agrees that, upon any such consolidation, merger, sale, conveyance, transfer 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 disposition, the due and punctual payment of the principal of and (premium, if any, ) and interest on all of the NotesSecurities 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 and any applicable supplemental 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 satisfactory (which shall conform to the Trustee, 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 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 into 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 shall have been complied with and merged, or by the successor corporation is not in default under the provisions of the Indenture; and (2) an Opinion of Counsel stating that in his opinion entity which shall have acquired such covenants have been complied with and that any instrument or instruments executed in the performance of such covenants comply with the requirements thereofproperty.