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

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE. Section 8.1 Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions. The Company may consolidate with, or sell, lease, transfer, convey or otherwise dispose of all or substantially all of its assets to, or merge with or into any other Person, provided that in any such case, (1) either the Company shall be the continuing corporation, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires or leases the Company's assets substantially as an entirety is a corporation, partnership, limited liability company or trust organized and existing under the laws of any United States jurisdiction and expressly assumes the due and punctual payment of the principal of (and premium, if any) and any interest (including all Additional Amounts, if any, payable pursuant to this Indenture on all of 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 and shall have provided for conversion rights, if applicable, in accordance with the relevant supplemental indenture or Board Resolution, by supplemental indenture, complying with Article 9 hereof, satisfactory to the Trustee, executed and delivered to the Trustee by such corporation and (2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or such Person or any Subsidiary as a result thereof as having been incurred by the Company or such Subsidiary at the time 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 8.1 Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions. The Company may consolidate with, or sell, lease, transfer, lease or convey or otherwise dispose of all or substantially all of its assets to, or merge with or into any other Personcorporation, provided that in any such case, case (1i) either the Company shall be the continuing corporation, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires or leases the Company's assets substantially as an entirety is successor corporation shall be a corporation, partnership, limited liability company or trust corporation organized and existing under the laws of any the United States jurisdiction or a state thereof and such successor corporation shall expressly assumes assume the due and punctual payment of the principal of (and premium, if any) and any interest (including all Additional Amounts, if any, payable pursuant to this Indenture Section 10.12) on all of 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 and shall have provided for conversion rights, if applicable, in accordance with the relevant supplemental indenture or Board Resolution, by supplemental indenture, complying with Article 9 hereof, satisfactory to the Trustee, executed and delivered to the Trustee by such corporation and (2ii) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or such Person or any Subsidiary as a result thereof as having been incurred by the Company or such Subsidiary at the time 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 8.1 SECTION 4.01. Consolidations and Mergers of Company and Sales, Leases ------------------------------------------------------- and Conveyances Permitted Subject to Certain Conditions. The Company may ------------------------------------------------------- consolidate with, or sell, lease, transfer, convey or otherwise dispose of all or substantially all of its assets to, or merge with or into any other Person, provided however, that in any such case, (1) either the Company shall be the continuing corporation, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which (if other than a Subsidiary of the Company) that acquires or leases the Company's assets substantially as an entirety is a corporation, partnership, limited liability company or trust corporation organized and existing under the laws of any United States jurisdiction and expressly assumes the due and punctual payment of the principal of (and premium, if any) and any interest (including all Additional Amounts, if any, payable pursuant to this Indenture on all of the Securities, according to their tenorSecurity, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture Security to be performed by the Company and shall have provided for conversion rights, if applicable, in accordance with the relevant supplemental indenture or Board Resolution, by supplemental indenture, complying with provisions of Article 9 8 hereof, satisfactory to the Trustee, executed and delivered to the Trustee by such corporation and (2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or such Person or any Subsidiary as a result thereof as having been incurred by the Company or such Subsidiary at the time of 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 8.1 Consolidations and Mergers 801. Company May Consolidate, etc., on Certain Terms. ----------------------------------------------- Nothing contained in this Indenture or in any of the Securities or Coupons shall prevent any consolidation or merger of the Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions. The Company may consolidate with, or sell, lease, transfer, convey or otherwise dispose of all or substantially all of its assets to, or merge with or into any other Personcorporation 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, provided or shall prevent any sale or conveyance of the property of the Company as an entirety, or substantially as an entirety, 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 in any such caseconsolidation, merger, sale or conveyance shall be upon the conditions that (1a) either immediately after such consolidation, merger, sale or conveyance the corporation (whether the Company shall be the continuing or such other corporation) formed by or surviving any such consolidation or merger, or to which such sale or conveyance shall have been made, shall not be in default in the Person performance or observance of any of the terms, covenants and conditions of this Indenture to be kept or performed by the Company; (b) the corporation (if other than the Company) formed by or surviving any such consolidation or into merger, or to which the Company is merged sale or the Person which acquires or leases the Company's assets substantially as an entirety is conveyance shall have been made, shall be a corporation, partnership, limited liability company or trust corporation organized and existing under the laws of any the United States jurisdiction or any State thereof; and expressly assumes (c) the due and punctual payment of the principal of (and premium, if any) ), any interest on, and any interest (including all Additional Amounts, if any, Amounts payable pursuant to this Indenture on Section 1004 with respect to, all of 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 or observed by the Company and Company, shall have provided for conversion rights, if applicable, in accordance with the relevant supplemental indenture or Board Resolutionbe expressed assumed, by supplemental indenture, indenture complying with the requirements of Article 9 hereofNine, satisfactory in form to the Trustee, executed and delivered to the Trustee by the corporation formed by such corporation and (2) immediately after giving effect to such transaction and treating any indebtedness consolidation, or into which becomes an obligation of the Company shall have been merged, or such Person or any Subsidiary as a result thereof as having been incurred by the Company or such Subsidiary at the time 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, corporation which shall have occurred and acquired such property. If at any time there be continuing.any consolidation or merger or sale or conveyance or lease of property to which the covenant of this Section is applicable, then in any such event the successor corporation will promptly deliver to the Trustee:

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE. Section 8.1 SECTION 4.01. Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions. The Company may consolidate with, or sell, lease, transfer, convey or otherwise dispose of all or substantially all of its assets to, or merge with or into any other Person, provided however, that in any such case, (1) either the Company shall be the continuing corporation, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which (if other than a Subsidiary of the Company) that acquires or leases the Company's assets substantially as an entirety is a corporation, partnership, limited liability company or trust corporation organized and existing under the laws of any United States jurisdiction and expressly assumes the due and punctual payment of the principal of (and premium, if any) and any interest (including all Additional Amounts, if any, payable pursuant to this Indenture on all of the Securities, according to their tenorSecurity, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture Security to be performed by the Company and shall have provided for conversion rights, if applicable, in accordance with the relevant supplemental indenture or Board Resolution, by supplemental indenture, complying with provisions of Article 9 8 hereof, satisfactory to the Trustee, executed and delivered to the Trustee by such corporation and (2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or such Person or any Subsidiary as a result thereof as having been incurred by the Company or such Subsidiary at the time of 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 8.1 Consolidations and Mergers of Company and SalesSECTION 8.01. CONSOLIDATIONS AND MERGERS OF COMPANY AND SALES, Leases and Conveyances Permitted Subject to Certain ConditionsLEASES AND CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS. The Company may consolidate with, or sell, lease, transfer, lease or convey or otherwise dispose of all or substantially all of its assets to, or merge with or into any other Personentity, provided that in any such case, case (1a) either the Company shall be the continuing corporationentity, or the Person successor entity (if other than the Company) formed by or resulting from any such consolidation or into merger or which shall have received the Company is merged or the Person which acquires or leases the Company's transfer of such assets substantially as shall be an entirety is a corporation, partnership, limited liability company or trust entity organized and existing under the laws of any the United States jurisdiction or a state thereof and such successor entity shall expressly assumes assume the due and punctual payment of the principal of (and premium, if any) and any interest (including all Additional Amounts, if any, payable pursuant to this Indenture Section 10.10) on all of 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 and shall have provided for conversion rights, if applicable, in accordance with the relevant supplemental indenture or Board Resolution, by supplemental indenture, complying with Article 9 hereofIX, satisfactory to the Trustee, executed and delivered to the Trustee by such corporation entity and (2b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of such successor entity, the Company or such Person or any Subsidiary as a result thereof as having been incurred by such successor entity, the Company or such Subsidiary at the time 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 8.1 Consolidations and Mergers of Company and SalesSECTION 801. CONSOLIDATIONS AND MERGERS OF COMPANY AND SALES, Leases and Conveyances Permitted Subject to Certain ConditionsLEASES AND ----------------------------------------------------------- CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS. The Company may will not, in --------------------------------------------------- any transaction or series of related transactions, consolidate with, or sell, lease, transferassign, convey transfer or otherwise dispose of convey all or substantially all of its assets to, or merge with or into into, any other Person, provided that in any such case, Person unless (1i) either the Company shall be the continuing corporation, or the successor Person (if other than the Company) formed by or resulting from any such consolidation or into merger or which shall have received the Company is merged or the Person which acquires or leases the Company's transfer of such assets substantially as an entirety is a corporation, partnership, limited liability company or trust corporation organized and existing under the laws of any the United States jurisdiction of America or a State thereof or the District of Columbia and shall expressly assumes assume, by supplemental indenture executed by such successor corporation and delivered by it to the Trustee (which supplemental indenture shall comply with Article Nine hereof and shall be reasonably satisfactory to the Trustee), the due and punctual payment of the principal of (and premium, if any) and any interest (including interest, if any, on and all Additional Amounts, if any, payable pursuant to this Indenture on in respect of, all of the Outstanding Debt Securities, according to their tenor, and the due and punctual performance and observance of all of the other covenants and conditions of contained in this Indenture and the Debt Securities to be performed or observed by the Company and shall have provided for conversion rights, if applicable, in accordance with the relevant supplemental indenture or Board Resolution, by supplemental indenture, complying with Article 9 hereof, satisfactory to the Trustee, executed and delivered to the Trustee by such corporation and Company; (2ii) immediately after giving effect to such transaction and treating any indebtedness Debt (including Acquired Debt) which becomes an obligation of the Company or such Person or any Subsidiary of its Subsidiaries as a result thereof as having been incurred by the Company or such Subsidiary at the time 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 shall be continuing; and (iii) the Company shall have delivered to the Trustee the Officers' Certificate and Opinion of Counsel required pursuant to Section 803 below. In the event that the Company is not the continuing corporation, then, for purposes of clause (ii) of the preceding sentence, the successor corporation shall be deemed to be the "Company" referred to in such clause (ii).

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE. Section 8.1 SECTION 7.01. Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions. The Company may consolidate with, or sell, lease, transfer, convey or otherwise dispose of all or substantially all of its assets to, or merge with or into any other Person, provided however, that in any such case, (1) either the Company shall be the continuing corporation, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which (if other than a Subsidiary of the Company) that acquires or leases the Company's assets substantially as an entirety is a corporation, partnership, limited liability company or trust corporation organized and existing under the laws of any United States jurisdiction and expressly assumes the due and punctual payment of the principal of (and premium, if any) and any interest (including all Additional AmountsLiquidated Damages, if any, ) payable pursuant to this Indenture on all of 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 and shall have provided for conversion rights, if applicable, in accordance with the relevant supplemental indenture or Board Resolutionprovisions of Article 12 hereof, by supplemental indenture, complying with Article 9 8 hereof, satisfactory to the Trustee, executed and delivered to the Trustee by such corporation and (2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or such Person or any Subsidiary as a result thereof as having been incurred by the Company or such Subsidiary at the time of 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.