Common use of Consolidation, Merger or Sale Clause in Contracts

Consolidation, Merger or Sale. Subject to the provisions of Section 8.03, 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 or lease of all or substantially all the property of the Company to any other corporation (whether or not affiliated with the Company) authorized to acquire and operate the same; provided, however, and the Company hereby covenants and agrees, that any such consolidation, merger, sale, conveyance or lease shall be upon the conditions that (a) the corporation (if other than the Company) formed by or surviving any such consolidation or merger, or to which such sale, conveyance or lease shall have been made, shall be a corporation organized under the laws of the United States, any State thereof or the District of Columbia; (b) the due and punctual payment of the principal of, premium, if any and interest, if any, on all the Securities and Coupons, 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, shall be expressly assumed and the conversion rights, if any, shall be provided for in accordance with Article IV, by supplemental indenture satisfactory in form to the Trustee executed and delivered to the Trustee, by the corporation (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the corporation which shall have acquired or leased such property; and (c) immediately after giving effect to such transaction, no Event of Default, and no event which after notice or lapse of time or both would become an Event of Default, shall have happened and be continuing.

Consolidation, Merger or Sale. Subject to the provisions of Section 8.03, nothing Nothing contained in this Indenture or in any of the Securities Guaranty shall prevent any consolidation or merger of the Company Guarantor with or into any other corporation Person or corporations Persons (whether or not affiliated with the CompanyGuarantor), or successive consolidations or mergers in which the Company Guarantor or its successor or successors shall be a party or parties, or shall prevent any saleconveyance, conveyance transfer or lease of all or substantially all the property of the Company Guarantor as an entirety or substantially as an entirety, to any other corporation Person (whether or not affiliated with the Company) authorized to acquire and operate the sameGuarantor); provided, however, and that: (i) in case the Company hereby covenants and agreesGuarantor shall consolidate with or merge into another Person or convey, that any such consolidation, merger, sale, conveyance transfer or lease shall be upon its properties and assets substantially as an entirety to any Person, the conditions that (a) the corporation (if other than the Company) entity formed by or surviving any such consolidation or mergerinto which the Guarantor is merged or the Person which acquires by conveyance or transfer, or to which such saleleases, conveyance or lease shall have been made, the properties and assets of the Guarantor substantially as an entirety shall be a corporation organized and existing under the laws of the United StatesStates of America, any State state thereof or the District of Columbia; (b) Columbia and shall expressly assume, by an instrument supplemental hereto, executed and delivered by the successor Person to the Administrative Agent for the benefit of the Administrative Agent and the Banks, in form satisfactory to the Administrative Agent and the Banks, the due and punctual payment and performance of each and every covenant of this Guaranty on the part of the principal of, premium, if any and interest, if any, on all the Securities and Coupons, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture Guarantor to be performed by the Company, shall be expressly assumed and the conversion rights, if any, shall be provided for in accordance with Article IV, by supplemental indenture satisfactory in form to the Trustee executed and delivered to the Trustee, by the corporation or observed; (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the corporation which shall have acquired or leased such property; and (cii) immediately after giving effect to such transaction, no Event of Defaultevent which, and no event which after notice or lapse of time or both time, would become an Event of Default, shall have happened occurred and be continuing; and (iii) each of the Guarantor and the successor Person shall have delivered to the Administrative Agent a certificate of a Responsible Officer and an opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental instrument comply with this Section 7(n) and that all conditions precedent herein provided for relating to such transaction have been complied with. Upon any consolidation by the Guarantor with or merger by the Guarantor into any other Person or any conveyance, transfer or lease of the properties and assets of the Guarantor substantially as an entirety in accordance with this Section 7(n), the successor Person formed by such consolidation or into which the Guarantor is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for and be liable for, the Guarantor under this Guaranty with the same effect as if such successor Person had been named as the Guarantor herein.

Consolidation, Merger or Sale. Subject to the provisions of Section 8.03The Company shall not, nothing contained in this Indenture directly or in any of the Securities shall prevent any consolidation indirectly: (i) consolidate or merger of the Company merge with or into any other corporation or corporations another Person (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company is the surviving corporation); or its successor (2) sell, assign, transfer, convey or successors shall be a party or parties, or shall prevent any sale, conveyance or lease otherwise dispose of all or substantially all of the property properties or assets of the Company, in one or more related transactions, to another Person, unless: (1) immediately after such transaction, no default or Event of Default exists: (2) such transaction will not result in the loss or suspension or material impairment of any material Gaming License of the Company to or its Subsidiaries; (3) such transaction would not require any Holder of Notes (other corporation (whether or not affiliated with the Company) authorized to acquire and operate the same; provided, however, and than any Person acquiring the Company hereby covenants or its assets and agrees, any affiliate thereof) to obtain a gaming license or be qualified under the law of any applicable gaming jurisdiction; PROVIDED that such Holder would not have been required to obtain a gaming license or be qualified under the laws of any applicable gaming jurisdiction in the absence of such consolidation, merger, sale, conveyance or lease shall be upon the conditions that transaction; (a4) the corporation (if other than the Company) formed by or surviving in case of any such consolidation or merger, the Person resulting from such consolidation or to any Person into which such sale, conveyance or lease shall have been made, merger shall be made (in each case other than the Company) shall succeed to this Indenture and be substituted for the Company with the same effect as if it had been named herein as a corporation organized under party hereto and shall become liable and be bound for, and shall expressly assume, by a supplemental indenture executed and delivered to the laws of the United StatesTrustee, any State thereof or the District of Columbia; (b) the due and punctual payment of the principal of, premium, if any any, and interest, if any, on all the Securities Notes and Couponsthe performance and observance of each and every covenant and condition of the Indenture on the part of the Company to be performed or observed; and (5) as a condition of any such sale and transfer of the property and assets of the Company as, according or substantially as, an entirety, the Person to their tenor, which such property and assets shall be sold shall (i) expressly assume the due and punctual payment of the principal of, premium, if any, and interest, if any, on the Notes and the performance and observance of all of the covenants each and conditions every covenant and condition of this Indenture on the part of the Company to be performed by or observed, and (ii) simultaneously with the Companydelivery to it of the conveyances or instruments of transfer of such property and assets, execute and deliver to the Trustee a supplemental indenture, in form reasonably satisfactory to the Trustee, whereby such Person shall be expressly assumed so assume the due and punctual payment of the conversion rightsprincipal of, premium, if any, shall and interest, if any, on the Notes and the performance and observance of each and every covenant and condition of this Indenture on the part of the Company to be provided for in accordance with Article IVperformed or observed, by supplemental indenture satisfactory in form to the Trustee executed same extent that the Company is bound and delivered liable. Any act or proceeding by any provision of this Indenture required or permitted to the Trustee, be done by the corporation (if other than the Company) formed by such consolidation, Board of Directors or into which any Officer of the Company shall have been merged, or may be done with like force and effect by the corporation which like Board of Directors or Officer of any Person that shall have acquired or leased such property; and (c) immediately after giving effect to such transaction, no Event at the time be the successor of Default, and no event which after notice or lapse of time or both would become an Event of Default, shall have happened and be continuingthe Company hereunder.

Consolidation, Merger or Sale. Subject to or Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) If, following the provisions of Section 8.03Stock Acquisition Date, nothing contained in this Indenture directly or in indirectly, (x) the Company shall consolidate with, or merge into, any of the Securities shall prevent any consolidation or merger other Person (other than a Subsidiary of the Company in a transaction that complies with or into any other corporation or corporations (whether or not affiliated with the CompanySection 11(o) hereof), 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 or lease of all or substantially all the property of the Company to any other corporation (whether or not affiliated with the Company) authorized to acquire and operate the same; provided, however, and the Company hereby covenants and agrees, that any such consolidation, merger, sale, conveyance or lease shall not be upon the conditions that (a) the corporation (if other than the Company) formed by continuing or surviving any corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which and all of which comply with Section 11(o) hereof), then, and in each such salecase (except as contemplated by Section 13(d) hereof), conveyance proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Stock of the Principal Party (as defined below), not subject to any liens, encumbrances, rights of first refusal or lease other adverse claims or restrictions, as shall have been madebe equal to the result obtained by (1) multiplying the then current Purchase Price by the number of shares of Common Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such shares for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event) by the Purchase Price in effect immediately prior to such first occurrence, and dividing that product (which, following the first occurrence of a Section 13 Event, shall be a corporation organized under referred to as the laws "Purchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the United States, any State thereof or current market price (determined pursuant to Section 11(d)(i) hereof) per share of the District Common Stock of Columbiasuch Principal Party on the date of consummation of such Section 13 Event; (bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the due and punctual payment term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the principal of, premium, if any and interest, if any, on all the Securities and Coupons, 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, shall be expressly assumed and the conversion rights, if any, shall be provided for in accordance with Article IV, by supplemental indenture satisfactory in form to the Trustee executed and delivered to the Trustee, by the corporation (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the corporation which shall have acquired or leased such propertyRights; and (cv) immediately after giving Section 11(a)(ii) hereof shall be of no effect to such transaction, no Event following the first occurrence of Default, and no event which after notice or lapse of time or both would become an Event of Default, shall have happened and be continuingany Section 13 Event.

Consolidation, Merger or Sale. Subject to In case of the provisions consolidation or merger of Section 8.03Maker with or into, nothing contained in this Indenture or the sale of all or substantially all of its assets to, any person, or in any the case of the Securities shall prevent any consolidation or merger of the Company with or another corporation into any other corporation or corporations (whether or not affiliated with the Company), or successive consolidations or mergers Maker in which Maker is the Company surviving corporation, and in which there is a reclassification or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance or lease of all or substantially all the property change of the Company to any other corporation (whether or not affiliated with the Company) authorized to acquire and operate the same; providedshares of Common Stock of Maker, howeverthis Note shall, and the Company hereby covenants and agrees, that any after such consolidation, merger, merger or sale, conveyance be convertible into the kind and number of securities or lease shall be upon the conditions that (a) amount and kind of property of Maker or the corporation (if other than the Company) formed by resulting from such merger or surviving any such consolidation or merger, or to which such sale, conveyance or lease sale shall have been be made, shall as the case may be (the "Successor Corporation"), to which a corporation organized under the laws holder of the United States, any State thereof or the District number of Columbia; shares of BuildNet Common Stock deliverable upon conversion (b) the due and punctual payment of the principal of, premium, if any and interest, if any, on all the Securities and Coupons, 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, shall be expressly assumed and the conversion rights, if any, shall be provided for in accordance with Article IV, by supplemental indenture satisfactory in form immediately prior to the Trustee executed and delivered to the Trustee, by the corporation (if other than the Company) formed by time of such consolidation, merger or into which the Company shall sale) of this Note would have been mergedentitled upon such consolidation, merger or sale; and in any such case appropriate adjustments shall be made in the application of the provisions set forth in Section 2.8 hereof with respect to the rights and interests of Payex, xxch that the provisions set forth in Section 2.8 hereof shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to the number and kind of securities or the type and amount of property thereafter deliverable upon the conversion of this Note. The above provisions shall similarly apply to successive consolidations, mergers and sales. Any adjustment required by this Section 2.8(a) because of a consolidation, merger or sale to which Section 2.8(a) hereof is applicable shall be set forth in an undertaking delivered to Payee and executed by the corporation which shall have acquired or leased such property; and (c) immediately after giving effect to such transaction, no Event of Default, and no event which after notice or lapse of time or both would become an Event of Default, shall have happened and be continuingSuccessor Corporation.

Consolidation, Merger or Sale. Subject to or Transfer of Assets or Earning Power. (a) In the provisions of Section 8.03event that: (i) at any time after a Person has become an Acquiring Person, nothing contained in this Indenture the Company consolidates with, or in merges with or into, any of the Securities shall prevent any consolidation or merger other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o)) and the Company is not the continuing or surviving corporation of such consolidation or merger; or (ii) at any time after a Person has become an Acquiring Person, any Person consolidates with the Company, or merges with or into the Company, and the Company is the continuing or surviving corporation of such merger or consolidation and, in connection with such merger or consolidation, all or part of the Common Shares is changed into or exchanged for stock or other securities of any other corporation Person or corporations cash or any other property; or (whether or not affiliated with iii) at any time after a Person has become an Acquiring Person, the Company, directly or indirectly, sells or otherwise transfers (or one or more of its Subsidiaries sells or otherwise transfers), in one or successive consolidations more transactions, assets or mergers earning power (including without limitation securities creating any obligation on the part of the Company and/or any of its Subsidiaries) representing in which the aggregate more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons other than the Company or one or more of its successor wholly owned Subsidiaries; then, and in each such case, proper provision will be made so that from and after the latest of the Share Acquisition Date, the Distribution Date and the date of the occurrence of such Flip-over Event (A) each holder of a Right (except as otherwise provided herein) thereafter has the right to receive, upon the exercise thereof in accordance with the terms of this Agreement at an exercise price per Right equal to the product of the then-current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the Share Acquisition Date, such number of duly authorized, validly issued, fully paid, nonassessable and freely tradeable Common Shares of the Issuer, free and clear of any liens, encumbrances and other adverse claims and not subject to any rights of call or successors shall first refusal, as equals the result obtained by (x) multiplying the then-current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is exercisable immediately prior to the Share Acquisition Date and dividing that product by (y) 50% of the current per share market price of the Common Shares of the Issuer (determined pursuant to Section 11(d)), on the date of the occurrence of such Flip-over Event; (B) the Issuer will thereafter be a party or partiesliable for, or shall prevent any saleand will assume, conveyance or lease by virtue of all or substantially the occurrence of such Flip-over Event, all the property obligations and duties of the Company pursuant to this Agreement; (C) the term "COMPANY" will thereafter be deemed to refer to the Issuer; and (D) the Issuer will take such steps (including without limitation the reservation of a sufficient number of its Common Shares to permit the exercise of all outstanding Rights) in connection with such consummation as may be necessary to assure that the provisions hereof are thereafter applicable, as nearly as reasonably may be possible, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights. (b) For purposes of this Section 13, "ISSUER" means (i) in the case of any other Flip-over Event described in Sections 13(a)(i) or (ii) above, the Person that is the continuing, surviving, resulting or acquiring Person (including the Company as the continuing or surviving corporation of a transaction described in Section 13(a)(ii) above), and (whether ii) in the case of any Flip-over Event described in Section 13(a)(iii) above, the Person that is the party receiving the greatest portion of the assets or not affiliated with earning power (including without limitation securities creating any obligation on the Companypart of the Company and/or any of its Subsidiaries) authorized transferred pursuant to acquire and operate the samesuch transaction or transactions; provided, however, and the Company hereby covenants and agreesthat, that in any such consolidationcase, (A) if (1) no class of equity security of such Person is, at the time of such merger, saleconsolidation or transaction and has been continuously over the preceding 12-month period, conveyance registered pursuant to Section 12 of the Exchange Act, and (2) such Person is a Subsidiary, directly or lease shall indirectly, of another Person, a class of equity security of which is and has been so registered, the term "ISSUER" means such other Person; and (B) in case such Person is a Subsidiary, directly or indirectly, of more than one Person, a class of equity security of two or more of which are and have been so registered, the term "ISSUER" means whichever of such Persons is the issuer of the equity security having the greatest aggregate market value. Notwithstanding the foregoing, if the Issuer in any of the Flip-over Events listed above is not a corporation or other legal entity having outstanding equity securities, then, and in each such case, (x) if the Issuer is directly or indirectly wholly owned by a corporation or other legal entity having outstanding equity securities, then all references to Common Shares of the Issuer will be upon deemed to be references to the conditions that (a) Common Shares of the corporation or other legal entity having outstanding equity securities which ultimately controls the Issuer, and (y) if there is no such corporation or other than legal entity having outstanding equity securities, (I) proper provision will be made so that the Company) formed by Issuer creates or surviving any such consolidation or merger, or to which such sale, conveyance or lease shall have been made, shall be a corporation organized under the laws otherwise makes available for purposes of the United States, any State thereof or the District of Columbia; (b) the due and punctual payment exercise of the principal of, premium, if any and interest, if any, on all the Securities and Coupons, 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, shall be expressly assumed and the conversion rights, if any, shall be provided for Rights in accordance with Article IVthe terms of this Agreement, by supplemental indenture satisfactory in form a kind or kinds of security or securities having a fair market value at least equal to the Trustee executed and delivered to economic value of the Trustee, by the corporation (if other than the Company) formed by such consolidation, or into Common Shares which the Company shall each holder of a Right would have been merged, entitled to receive if the Issuer had been a corporation or by the corporation which shall have acquired or leased such propertyother legal entity having outstanding equity securities; and (cII) immediately after giving effect all other provisions of this Agreement will apply to the issuer of such transaction, no Event of Default, and no event which after notice or lapse of time or both would become an Event of Default, shall have happened and be continuingsecurities as if such securities were Common Shares.

Consolidation, Merger or Sale. Subject to the provisions of Section 8.03, 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 or lease of all or substantially all the property of the Company to any other corporation (whether or not affiliated with the Company) authorized to acquire and operate the same; provided, however, and the Company hereby covenants and agrees, that any such consolidation, merger, sale, conveyance or lease shall be upon the conditions that (a) the corporation (if other than the Company) formed by or surviving any such consolidation or merger, or to which such sale, conveyance or lease shall have been made, shall be a corporation organized under the laws of the United StatesStates of America, any State state thereof or the District of Columbia; (b) the due and punctual payment of the principal of, premium, if any and interest, if any, on all the Securities and Coupons, 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, shall be expressly assumed and the conversion rights, if any, shall be provided for in accordance with Article IV, by supplemental indenture satisfactory in form to the Trustee executed and delivered to the Trustee, by the corporation (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the corporation which shall have acquired or leased such property; and (c) immediately after giving effect to such transaction, no Event of Default, and no event which after notice or lapse of time or both would become an Event of Default, shall have happened and be continuing.

Consolidation, Merger or Sale. Subject to OR TRANSFER OF ASSETS OR EARNING POWER. (a) In the provisions of Section 8.03event that, nothing contained in this Indenture following the Stock Acquisition Date, directly or in indirectly, (x) the Company shall consolidate with, or merge with and into, any of the Securities shall prevent any consolidation or merger other Person (other than a Subsidiary of the Company in a transaction which complies with or into any other corporation or corporations (whether or not affiliated with the CompanySection 11(o) hereof), 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 or lease of all or substantially all the property of the Company to any other corporation (whether or not affiliated with the Company) authorized to acquire and operate the same; provided, however, and the Company hereby covenants and agrees, that any such consolidation, merger, sale, conveyance or lease shall not be upon the conditions that (a) the corporation (if other than the Company) formed by continuing or surviving any corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which complies with Section 11(o) hereof), then, and in each such salecase (except as may be contemplated by Section 13(d) hereof), conveyance proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Stock of the Principal Party, not subject to any liens, encumbrances, rights of first refusal or lease other adverse claims, as shall have been madebe equal to the result obtained by(1) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one- thousandths of a share for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and dividing that product (which, following the first occurrence of a Section 13 Event, shall be a corporation organized under referred to as the laws "Purchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the United States, any State thereof or Current Market Price (determined pursuant to Section 11(d)(i) hereof) per share of the District Common Stock of Columbiasuch Principal Party on the date of consummation of such Section 13 Event; (bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the due and punctual payment term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the principal of, premium, if any and interest, if any, on all the Securities and Coupons, 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, shall be expressly assumed and the conversion rights, if any, shall be provided for in accordance with Article IV, by supplemental indenture satisfactory in form to the Trustee executed and delivered to the Trustee, by the corporation (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the corporation which shall have acquired or leased such propertyRights; and (cv) immediately after giving the provisions of Section 11(a)(ii) hereof shall be of no effect to such transaction, no Event following the first occurrence of Default, and no event which after notice or lapse of time or both would become an Event of Default, shall have happened and be continuingany Section 13 Event.

Consolidation, Merger or Sale. Subject to the provisions of Section 8.03, nothing 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 or lease of all or substantially all the property of the Company to any other corporation (whether or not affiliated with the Company) authorized to acquire and operate the same; provided, however, and the Company hereby covenants and agrees, that any such consolidation, merger, sale, conveyance or lease shall be upon the conditions that (a) the corporation (if other than the Company) formed by or surviving any such consolidation or merger, or to which such sale, conveyance or lease shall have been made, shall be a corporation organized under the laws of the United StatesStates of America, any State state thereof or the District of Columbia; and (b) the due and punctual payment of the principal of, premium, if any and interest, if any, on all the Securities and CouponsSecurities, 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, shall be expressly assumed and the conversion rights, if any, shall be provided for in accordance with Article IVFour, by supplemental indenture satisfactory in form to the Trustee executed and delivered to the Trustee, by the corporation (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the corporation which shall have acquired or leased such property; and (c) immediately after giving effect to such transaction, no Event of Default, and no event which after notice or lapse of time or both would become an Event of Default, shall have happened and be continuing.

Consolidation, Merger or Sale. Subject Section 7.01 When the Parent Guarantor or the Company may Merge or Transfer Assets. Neither the Company nor, prior to the provisions of Section 8.03, nothing contained in this Indenture or in any satisfaction of the Securities Guarantee Release Condition, the Parent Guarantor shall prevent any consolidation (i) consolidate or merger of the Company merge with or into any other corporation or corporations wind up into (whether or not affiliated with the CompanyCompany or the Parent Guarantor, as applicable, is the surviving entity), or successive consolidations (ii) sell, assign, transfer, lease, convey or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance or lease otherwise dispose of all or substantially all the property of the Company its properties or assets, in one or more related transactions, to any other corporation (whether or not affiliated with the Company) authorized to acquire and operate the same; provided, however, and the Company hereby covenants and agrees, that any such consolidation, merger, sale, conveyance or lease shall be upon the conditions that Person unless: (a) the corporation (if other than Company, or, prior to the Company) satisfaction of the Guarantee Release Condition, the Parent Guarantor, is the surviving entity or the Person formed by or surviving any such consolidation or mergermerger (if other than the Company, or, prior to the satisfaction of the Guarantee Release Condition, the Parent Guarantor) or to which such sale, assignment, transfer, lease, conveyance or lease shall other disposition will have been mademade is an entity organized or existing under the laws of the jurisdiction of organization of the Company, shall be a corporation organized under or, prior to the satisfaction of the Guarantee Release Condition, the Parent Guarantor, or the laws of the United States, any State thereof or state thereof, the District of Columbia; , or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); (b) the due and punctual payment of the principal of, premiumSuccessor Company, if any and interest, if any, on all the Securities and Coupons, 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 other than the Company, shall be expressly assumed and or, prior to the conversion rightssatisfaction of the Guarantee Release Condition, if anythe Parent Guarantor, shall be provided for in accordance with Article IVexpressly assume all the obligations of the Company, by or the Parent Guarantor, as applicable, pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory in form to the Trustee executed and delivered to the Trustee, by the corporation (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the corporation which shall have acquired or leased such property; and ; (c) immediately after giving effect to such transactionthe transaction described above, no Event of DefaultDefault under this Indenture, and no event which which, after notice or lapse of time or both would become an Event of DefaultDefault under this Indenture, shall have happened occurred and be continuing; and (d) the Parent Guarantor, unless it is the other party to the transactions with respect to the Company described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such person’s obligations under this Indenture and the Securities if the Guarantee Release Condition shall not have been satisfied by such time. In connection with any consolidation, merger or transfer contemplated hereby, the Parent Guarantor or the Company, as applicable, shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and the supplemental indenture, if any, in respect thereto comply with this Section 7.01 and that all conditions precedent herein provided for relating to such transactions have been complied with.