Common use of CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE Clause in Contracts

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE. SECTION 801. Consolidations and Mergers of the Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions. The Company may consolidate with, or sell, lease or convey all or substantially all of its assets to, or merge with or into any other entity, provided that in any such case, (1) either the Company shall be the continuing entity, or (2) the successor entity shall be an entity organized and existing under the laws of the United States or a State thereof and such successor entity shall expressly assume the due and punctual payment of the principal of (and premium or Make-Whole Amount, if any) and any interest (including all Additional Amounts, if any, payable pursuant to Section 1012) on all of the Notes, 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, complying with Article Nine hereof, satisfactory to the Trustee, executed and delivered to the Trustee by such entity and immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as a result thereof as having been incurred by the Company or such Subsidiary at the time or such transaction, no Event of Default, and no event which, after notice or the lapse of time, or both, would become an Event of Default, shall have occurred and be continuing.

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE. SECTION 8014.01. Consolidations and Mergers of the Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions. The Company may consolidate with, or sell, lease lease, transfer, convey or convey otherwise dispose of all or substantially all of its assets to, or merge with or into any other entityPerson, provided however, that in any such case, (1) either the Company shall be the continuing entitycorporation, or the Person (2if other than the Company) formed by such consolidation or into which the successor entity shall be Company is merged or the Person (if other than a Subsidiary of the Company) that acquires or leases the Company's assets substantially as an entity entirety is a corporation organized and existing under the laws of the any United States or a State thereof jurisdiction and such successor entity shall expressly assume assumes the due and punctual payment of the principal of (and premium or Make-Whole Amountpremium, if any) and any interest (including all Additional Amounts, if any, payable pursuant to Section 1012) on all of the Notes, according to their tenorthis Security, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture Security to be performed by the CompanyCompany and shall have provided for conversion rights, by supplemental indentureif applicable, complying in accordance with the provisions of Article Nine 8 hereof, satisfactory to the Trustee, executed and delivered to the Trustee by such entity and (2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as a result thereof as having been incurred by the Company or such Subsidiary at the time or such transaction, no Event of Default, and no event which, after notice Default or the lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE. SECTION Section 801. Consolidations and Mergers of the Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions. The Company may consolidate with, or sell, lease or convey all or substantially all of its assets to, or merge with or into any other entityPerson, provided that in any such case, (1i) either the Company shall be the continuing entity, or (2) the successor (if other than the Company) entity shall be an entity a Person organized and existing under the laws of the United States or a State thereof and such successor entity shall expressly assume the due and punctual payment of the principal of (and premium or Make-Whole Amount, if any) and any interest (including all Additional Amounts, if any, payable pursuant to Section 10121011) on all of the NotesSecurities, 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, Company by supplemental indenture, complying with Article Nine hereof, satisfactory to the Trustee, executed and delivered to the Trustee by such entity Person and (ii) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as a result thereof as having been incurred by the Company Trust or such Subsidiary at the time or of such transaction, no Event of Default, and no event which, after notice or the lapse of time, or both, would become an Event of Default, shall have occurred and be continuing.

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE. SECTION 801. Section 8.1 Consolidations and Mergers of the Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions. The Company may consolidate with, or sell, lease or convey all or substantially all of its assets to, or merge with or into any other entitycorporation, provided that in any such case, case (1i) either the Company shall be the continuing entitycorporation, or (2) the successor entity corporation shall be an entity a corporation organized and existing under the laws of the United States or a State state thereof and such successor entity corporation shall expressly assume the due and punctual payment of the principal of (and premium or Make-Whole Amountpremium, if any) and any interest (including all Additional Amounts, if any, payable pursuant to Section 101210.12) on all of the NotesSecurities, 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, Company by supplemental indenture, complying with Article Nine 9 hereof, satisfactory to the Trustee, executed and delivered to the Trustee by such entity corporation and (ii) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as a result thereof as having been incurred by the Company or such Subsidiary at the time or of such transaction, no Event of Default, and no event which, after notice or the lapse of time, or both, would become an Event of Default, shall have occurred and be continuing.

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE. SECTION Section 801. Consolidations and Mergers of the Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions. The Company may consolidate with, or sell, lease or convey all or substantially all of its assets to, or merge with or into any other entity, provided that in any such case, (1) either the Company shall be the continuing entity, or (2) the successor entity shall be an entity organized and existing under the laws of the United States or a State thereof and such successor entity shall expressly assume the due and punctual payment of the principal of (and premium or Make-Whole Amount, if any) and any interest (including all Additional Amounts, if any, payable pursuant to Section 1012) on all of the Notes, according to their tenor, and the due and punctual performance and observance of all of the obligations, covenants and conditions of this Indenture to be performed by the Company, Company by supplemental indenture, complying with Article Nine hereof, satisfactory to the Trustee, executed and delivered to the Trustee by such entity and (2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as a result thereof as having been incurred by the Company or such Subsidiary at the time or such transaction, no Event of Default, and no event which, after notice or the lapse of time, or both, would become an Event of Default, shall have occurred and be continuing.

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE. SECTION 801. Consolidations and Mergers of the Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions. Section 8.1 CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS The Company may will not consolidate with, or sell, lease or convey all or substantially all of its assets to, or merge with or into into, any other entity, provided that in any such case, Person unless (1) either the Company shall be the continuing entity, or (2) the successor entity Person (if other than the Company) formed by or resulting from such consolidation or merger or which shall have received the transfer of such assets shall be an entity a corporation organized and existing under the laws of the United States or a State any state thereof and such successor entity corporation shall expressly assume the due and punctual payment of the principal of (and premium or Make-Whole Amountpremium, if any) and any interest (including all Additional Amounts, if any, payable pursuant to Section 101210.7) on all of the NotesSecurities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Securities to be performed or observed by the Company, by supplemental indenture, complying with Article Nine hereofNine, satisfactory to the Trustee, executed and delivered to the Trustee by such entity corporation and (2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as a result thereof as having been incurred, and any liens or other encumbrances on any property or assets of the Company or any Subsidiary that are incurred, created or assumed as a result thereof as having been created, incurred or assumed, by the Company or such Subsidiary at the time or of such transaction, no Event of Default, and no event which, after notice or the lapse of time, or both, would become an Event of Default, shall have occurred and be continuing.