Consolidation, Merger or Sale of Assets Permitted. The Company shall not consolidate with or merge with or into, or transfer or lease all or substantially all of its assets to, any Person unless:
(1) the Person formed by or surviving any such consolidation or any merger (if other than the Company), or to which such transfer or lease shall have been made, is a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia;
(2) the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such transfer or lease shall have been made, expressly assumes by supplemental indenture hereto executed and delivered to the Trustee, inform satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, interest, if any and any Additional Amounts, with respect to all of the Securities and the performance or observance of every covenant under this Indenture and the Securities on the part of the Company to be performed under the Securities, the coupons and this Indenture;
(3) immediately after giving effect to the transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary of the Company as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction no Default or Event of Default exists and is continuing; and
(4) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by the Securities of any series, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure such Securities equally and ratably with all indebtedness secured thereby. The Company shall deliver to the Trustee prior to the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction under this Indenture have been met. In the event of the assumption by a successor corporation as provided in clause (2) above, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities with the same effect as if it had been named hereunder and thereund...
Consolidation, Merger or Sale of Assets Permitted. The Company may merge or consolidate with or into any other Person or sell, convey, transfer or otherwise dispose of all or substantially all of its assets to any Person, if (i) (A) in the case of a merger or consolidation, the Company is the surviving Person or (B) in the case of a merger or consolidation where the Company is not the surviving Person and in the case of any sale, conveyance, transfer or other disposition, the resulting, surviving or transferee Person is organized and existing under the laws of the United States or a State thereof and such Person expressly assumes by supplemental indenture all the obligations of the Company under the Securities and any coupons appertaining thereto and under this Indenture, (ii) immediately thereafter, giving effect to such merger or consolidation, or such sale, conveyance, transfer or other disposition, no Default or Event of Default shall have occurred and be continuing, and (iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such merger, consolidation, sale, conveyance, transfer or other disposition complies with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. In the event of the assumption by a successor Person of the obligations of the Company as provided in clause (i) (B) of the immediately preceding sentence, such successor Person shall succeed to and be substituted for the Company hereunder and under the Securities and any coupons appertaining thereto and all such obligations of the Company shall terminate.
Consolidation, Merger or Sale of Assets Permitted. The Company shall not consolidate or merge with or into, or sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of its assets to, any Person unless:
(1) the Person formed by or surviving any such consolidation or merger (if other than the Company), or which acquires the Company's assets, is a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia;
(2) the Person formed by or surviving any such consolidation or merger (if other than the Company), or which acquires the Company's assets, expressly assumes by supplemental indenture all the obligations of the Company under the Securities and this Indenture; and
(3) immediately after giving effect to the transaction no Default or Event of Default shall have occurred and be continuing. The Company shall deliver to the Trustee prior to the proposed transaction an Officers' Certificate and an Opinion of Counsel each stating that the proposed transaction and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction under this Indenture have been met.
Consolidation, Merger or Sale of Assets Permitted. The Company shall not consolidate with or merge with or into, or transfer or lease all or substantially all of its assets to, any Person unless:
Consolidation, Merger or Sale of Assets Permitted. The Company ------------------------------------------------- shall not consolidate or merge with or into, or transfer or lease all or substantially all of its assets to, any Person unless:
(1) the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such transfer or lease shall have been made, is a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia;
(2) the corporation formed by or surviving any such consolidation or merger (if other than the Company), or to which such transfer or lease shall have been made, assumes by supplemental indenture all the obligations of the Company under the Securities and this Indenture; and
(3) immediately after giving effect to the transaction no Default or Event of Default exists. The Company shall deliver to the Trustee prior to the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction under this Indenture have been met. In the event of the assumption by a successor corporation as provided in clause (2) above, such successor corporation shall succeed to and be substituted for the Company hereunder and under the Securities and any coupons appertaining thereto and all such obligations of the Company shall terminate.
Consolidation, Merger or Sale of Assets Permitted. Neither the Company nor any Guarantor shall not consolidate with or merge into, or sell, transfer, lease or otherwise dispose of its properties and assets as, or substantially as, an entirety to, any Person unless:
(1) (A) the Company or the Guarantor, as the case may be, will be the surviving entity or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company or the Guarantor, as the case may be), or to which such sale, transfer, lease or other disposition shall have been made, is an entity organized and existing under the laws of the United States, any State thereof or the District of Columbia;
(2) the Person formed by or surviving any such consolidation or merger (if other than the Company or the Guarantor, as the case may be), or to which such sale, transfer, lease or other disposition shall have been made, expressly assumes by supplemental indenture all the obligations of the Company or the Guarantor, as the case may be under the Securities and this Indenture, and the Securities and this Indenture will remain in full force and effect as so supplemented;
(3) immediately after giving effect to such consolidation, merger, sale, transfer, lease or other disposition, no Default or Event of Default exists; and
(4) with respect to any series of Securities, the Company satisfies such other conditions, if any, established with respect to such series of Securities pursuant to and in accordance with Section 3.1. The Company or the Guarantor, as the case may be shall deliver to the Trustee prior to the proposed consolidation, merger, sale, transfer, lease or other disposition an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed consolidation, merger, sale, transfer, lease or other disposition and such supplemental indenture comply -70- 79 with this Indenture and that all conditions precedent to the consummation of such transaction under this Section 7.1 have been met. Upon any consolidation of the Company or the Guarantor, as the case may be, with, or merger of the Company or the Guarantor, as the case may be, into, any other Person or any sale, transfer, lease or other disposition of properties and assets of the Company or the Guarantor, as the case may be, as, or substantially as, an entirety in accordance with this Section 7.1, the successor Person FORMED by such consolidation or into which the Company or the Guarantor, as the case may be, is merged or to which such sale, t...
Consolidation, Merger or Sale of Assets Permitted. The Company covenants that it will not merge or consolidate with or into any other Person or sell, convey, transfer or otherwise dispose of all or substantially all of its assets to any Person, unless:
(a) the successor (if other than the Company) formed by such consolidation or into which the Company is merged or to which all or substantially all of the assets of the Company are sold, conveyed or transferred (A) shall be a Person organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and (B) shall expressly assume by supplemental indenture executed and delivered to the Trustee the due and punctual payment of all amounts with respect to the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and obligations of the Company under the Securities and this Indenture; and
(b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and
(c) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer and, if a supplemental indenture is required under clause (a)(B) above in connection with such transaction, such supplemental indenture, comply with this Article 5 and that all conditions precedent herein provided for relating to such transaction have been satisfied.
Consolidation, Merger or Sale of Assets Permitted. The Company shall not consolidate or merge with or into, or transfer or lease all or substantially all of its assets to, any Person unless:
(i) the Person formed by or surviving any such consolidation or any merger (if other than the Company), or to which such transfer or lease shall have been made, is a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such transfer or lease shall have been made, assumes by supplemental indenture all the obligations of the Company under the Securities and this Indenture;
Consolidation, Merger or Sale of Assets Permitted. (a) ------------------------------------------------- Except as may occur in connection with the Enserch Transactions (as defined in the Participation Agreements) so long as any of the Secured Notes remain outstanding, Enserch Exploration shall not merge or consolidate with or into any other corporation under circumstances where Enserch Exploration is not the surviving corporation or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its assets as an entirety to any Person unless the conditions set forth in Section 10.4 of the Participation Agreements shall have been satisfied.
Consolidation, Merger or Sale of Assets Permitted. (a) The Company will not, in a single transaction or series of related transactions, consolidate or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Company’s and its Restricted Subsidiaries’ assets (determined on a consolidated basis) to any Person unless:
(i) either (A) the Company shall be the surviving or continuing 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 and assets of the Company and its Restricted Subsidiaries substantially as an entirety (1) shall be a corporation, limited liability company or partnership organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (2) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Securities and the performance of every covenant of the Securities and this Indenture on the part of the Company to be performed or observed; (ii) immediately after giving effect to such transaction and the assumption contemplated by clause (i)(B)(2) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company (in the case of clause (A) of the foregoing clause (i)) or such Person (in the case of clause (2) thereof) could incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of Section 3.10 herein;
