Common use of Consolidation, Merger or Sale of Assets Permitted Clause in Contracts

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 may merge or consolidate with or into any other Person corporation or sell, convey, transfer transfer, lease or otherwise dispose of all or substantially all of its assets to any Personperson, firm or corporation, if (i) (A) in the case of a merger or consolidation, the Company is the surviving Person corporation or (B) in the case of a merger or consolidation where the Company is not the surviving Person corporation and in the case of any such sale, conveyance, transfer conveyance or other disposition, the resulting, surviving successor or transferee Person acquiring corporation is a corporation organized and existing under the laws of the United States or a State thereof and such Person corporation expressly assumes by supplemental indenture all of 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, continuing and (iii) the Company shall have company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that such merger, merger or consolidation, or such sale, conveyance, transfer or other disposition 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 corporation of the obligations of the Company as provided in clause (i) (Bi)(B) of the immediately preceding sentence, such successor Person 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. The Company may merge or consolidate with or into any other Person corporation or sell, convey, transfer transfer, lease or otherwise dispose of all or substantially all of its assets to any Personperson, firm or corporation, if (i) (A) in the case of a merger or consolidation, the Company is the surviving Person corporation or (B) in the case of a merger or consolidation where the Company is not the surviving Person corporation and in the case of any such sale, conveyance, transfer conveyance or other disposition, the resulting, surviving successor or transferee Person acquiring corporation is a corporation organized and existing under the laws of the United States or a State thereof and such Person corporation expressly assumes by supplemental indenture all of the obligations of the Company under the Securities and any coupons appertaining thereto and under this IndentureIndenture and shall have provided for conversion rights in accordance with Section 12.11, (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, continuing and (iii) the Company shall have company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that such merger, merger or consolidation, or such sale, conveyance, transfer or other disposition 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 corporation of the obligations of the Company as provided in clause (i) (Bi)(B) of the immediately preceding sentence, such successor Person 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. 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 corporation or (B) in the case of a merger or consolidation where the Company is not the surviving Person corporation 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, 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 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 may merge or consolidate with or into any other Person corporation 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 corporation or (B) in the case of a merger or consolidation where the Company is not the surviving Person corporation and in the case of any such sale, conveyance, transfer or other disposition, the resulting, surviving successor or transferee Person acquiring corporation is a corporation organized and existing under the laws of the United States or a State thereof and such Person corporation expressly assumes by supplemental indenture all the obligations of the Company under the Securities and any coupons appertaining thereto and under this IndentureIndenture or such assumption is provided by law, (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 has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that such merger, merger or consolidation, or such 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 corporation of the obligations of the Company as provided in clause (i) (Bi)(B) of the immediately preceding sentence, such successor Person 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. The Company may not merge or consolidate with or into any other Person or sell, convey, convey or transfer or otherwise dispose of all or substantially all of its assets to any Person, if unless (i) (A) in the case of a such merger or consolidation, the Company is the surviving Person or (B) in the case of a merger Person formed by such consolidation or consolidation where into which the Company is not merged, or the surviving Person and in the case of any that acquires by sale, conveyance, transfer conveyance or other dispositiontransfer, the resulting, surviving or transferee Person is organized and existing under the laws assets of the United States or a State thereof and such Person Company expressly assumes by supplemental indenture delivered to the Trustee 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 conveyance or other dispositiontransfer, no Default or Event of Default shall have occurred and be continuing, 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, conveyance or transfer or other disposition complies with this Article and that all conditions precedent herein provided for relating to such transaction have been complied withwith (which Opinion of Counsel may rely on such Officers’ Certificate with respect to compliance with the preceding clause (ii)). In the event of the assumption by a successor Person of the obligations of the Company as provided in clause (i) (Bi)(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 may merge or consolidate with or into any other Person corporation or sell, convey, transfer transfer, lease or otherwise dispose of all or substantially all of its assets to any Personperson, firm or corporation, if (i) (Ai)(A) in the case of a merger or consolidation, the Company is the surviving Person corporation or (B) in the case of a merger or consolidation where the Company is not the surviving Person corporation and in the case of any such sale, conveyance, transfer conveyance or other disposition, the resulting, surviving successor or transferee Person acquiring corporation is a corporation organized and existing under the laws of the United States or a State thereof and such Person corporation expressly assumes by supplemental indenture all of 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, continuing and (iii) the Company shall have company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that such merger, merger or consolidation, or such sale, conveyance, transfer or other disposition 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 corporation of the obligations of the Company as provided in clause (i) (Bi)(B) of the immediately preceding sentence, such successor Person 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. The Company may covenants and agrees that it will not consolidate with, merge into, or consolidate with or into any other Person or sell, convey, transfer sell or otherwise dispose of all or substantially all of its assets to property as an entirety to, any Person, if (i) (A) in the case of person other than 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 corporation organized and existing under the laws of the United States of America or a any State or Territory thereof and such Person expressly assumes by supplemental indenture all the obligations or of the District of Columbia, lawfully entitled to acquire the same. The Company under the Securities and any coupons appertaining thereto and under this Indenture, (ii) immediately thereafter, giving effect to such merger will not so consolidate or consolidationmerge, or make any such sale, conveyance, transfer sale or other disposition, no Default or Event of Default shall have occurred and be continuingunless, and the Company covenants and agrees that any such consolidation, merger, sale or other disposition shall be on the condition that, (iii1) the Company provisions of Section 3.06 are complied with and (2) such corporation shall have expressly assume the due and punctual payment of the principal of and premium, if any, and interest on all the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee an Officers’ Certificate by such corporation. The Company covenants and an Opinion of Counsel each stating agrees that it will not so consolidate or merge, or make any such merger, consolidation, sale, conveyance, transfer sale or other disposition complies with this Article and that all conditions precedent herein provided for relating disposition, or permit any corporation to merge into the Company, if immediately thereafter the Company or such transaction have been complied with. In successor corporation, as the event case may be, shall be in default in the performance or observance of any of the assumption by a successor Person covenants or conditions 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 terminatethis Indenture.

Consolidation, Merger or Sale of Assets Permitted. The ------------------------------------------------- Company may merge or consolidate with or into any other Person corporation 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 corporation or (B) in the case of a merger or consolidation where the Company is not the surviving Person corporation and in the case of any such sale, conveyance, transfer or other disposition, the resulting, surviving successor or transferee Person acquiring corporation is a corporation organized and existing under the laws of the United States or a State thereof and such Person corporation 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 has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that such merger, merger or consolidation, or such 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 corporation of the obligations of the Company as provided in clause (i) (Bi)(B) of the immediately preceding sentence, such successor Person 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. The Company may merge or consolidate with or into any other Person corporation 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 corporation or (B) in the case of a merger or consolidation where the Company is not the surviving Person corporation and in the case of any such sale, conveyance, transfer or other disposition, the resulting, surviving successor or transferee Person acquiring corporation is a corporation organized and existing under the laws of the United States States, any state thereof or a State thereof the District of Columbia and such Person corporation 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 or the successor corporation has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that such merger, merger or consolidation, or such sale, conveyance, transfer or other disposition complies disposition, and the supplemental indenture in respect thereof, if any, comply 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 corporation of the obligations of the Company as provided in clause (i) (Bi)(B) of the immediately preceding sentence, such successor Person 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. The Company may merge or consolidate with or into any other Person corporation 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 corporation or (B) in the case of a merger or consolidation where the Company is not the surviving Person corporation and in the case of any such sale, conveyance, transfer or other disposition, the resulting, surviving successor or transferee Person acquiring corporation is a corporation organized and existing under the laws of the United States or a State thereof and such Person corporation 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 has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that such merger, merger or consolidation, or such 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 corporation of the obligations of the Company as provided in clause (i) (Bi)(B) of the immediately preceding sentence, such successor Person 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.