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

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1 COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not merge or consolidate with or into any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless (i) either the Company shall be the continuing entity, or the successor (if other than the Company) shall be a Person, other than an individual, organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such entity shall expressly assume all the obligations of the Company under the Purchase Contracts, the Debt Securities, this Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such Person, and (ii) the Company or such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in its payment obligations or in any material default in the performance of any of its other obligations hereunder, or under any of the Securities or the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1 COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not (a) merge with or into or consolidate with or into any other Person or (b) sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless (i) either the Company shall be the continuing entity, or the successor (if other than the Company) shall be a Person, other than an individual, organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such entity corporation shall expressly assume all the obligations of the Company under this Agreement, the Purchase Contracts, the Debt Securities, this Remarketing Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such Person, and (ii) the Company or such successor entitysuccessor, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in its payment obligations or in any material default in the performance of any of its other obligations covenant or condition hereunder, or under any of the Securities Purchase Contracts, under the Remarketing Agreement, or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1 9.1. COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not merge or consolidate with or into any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless (i) either the Company shall be the continuing entity, entity or the successor (if other than the Company) shall be a Person, other than an individual, organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such entity shall expressly assume all the obligations of the Company under the Purchase Contracts, the Debt Securities, this Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such Person, and (ii) the Company or such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in its payment obligations or in any material default in the performance of any of its other obligations hereunder, or under any of the Securities or the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1 9.1. COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not merge or consolidate with or into any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless (i) either the Company shall be the continuing entitycorporation, or the successor (if other than the Company) shall be a Person, other than an individual, corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such entity corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, the Debt Securities, this Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such Personcorporation, and (ii) the Company or such successor entitycorporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in its payment obligations or in any material default in the performance of any of its other obligations hereunder, or under any of the Securities or the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1 COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not (a) merge with or into or consolidate with or into any other Person or (b) sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactionstransactions other than, with respect to clause (b), a direct or indirect wholly-owned subsidiary of the Company, unless (i) either the Company shall be the continuing entitycorporation, or the successor (if other than the Company) shall be a Person, other than an individual, corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such entity corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, the Debt SecuritiesNotes, this Agreement, the Remarketing Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such Personcorporation, and (ii) the Company or such successor entitycorporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in its payment obligations or in any material default in the performance of any of its other obligations covenant or condition hereunder, or under any of the Securities Purchase Contracts, under the Remarketing Agreement, or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1 COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not (a) merge or consolidate with or into any other Person or (b) sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactionstransactions other than, with respect to clause (b), a direct or indirect wholly-owned subsidiary of the Company, unless (i) either the Company shall be the continuing entitycorporation, or the successor (if other than the Company) shall be a Person, other than an individual, corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such entity corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, the Debt SecuritiesDebentures, this Agreement, the Remarketing Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such Personcorporation, and (ii) the Company or such successor entitycorporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in its payment obligations or in any material default in the performance of any of its other obligations covenant or condition hereunder, or under any of the Securities Units or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1 9.1. COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that that, so long as any Units are outstanding, it will not (a) merge with or into or consolidate with or into any other Person or sell, assign, (b) transfer, lease or convey all or substantially all of its properties and assets to any Person or group buy all or substantially all of affiliated Persons in one transaction or a series the assets of related transactionsanother Person, unless (i) either the Company shall be the continuing entity, surviving person or the successor Person (if other than the Company) shall be a Personformed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, other than transfer or lease all or substantially all of the properties and assets of the Company is an individual, entity organized and existing under the laws of the United States of America or a (including any State thereof or the District of Columbia Columbia), the United Kingdom, the Cayman Islands, Bermuda or any country which is, on December 6, 2005, a member of the Organization of Economic Cooperation and such entity Development or the European Union and shall expressly assume assume, all the obligations of the Company under the Purchase Contracts, this Agreement, the Debt Securities, this Remarketing Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Purchase Contract Agent and the Collateral Agent, executed and delivered to the Purchase Contract Agent and the Collateral Agent by such Person, and (ii) the Company or such successor entitysuccessor, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in its payment obligations or in any material default in the performance of any of its other obligations covenant or condition hereunder, or under any of the Securities Purchase Contracts, under the Remarketing Agreement or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1 9.1. COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not merge or consolidate with or into any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless (i) either the Company shall be the continuing entitycorporation, or the successor (if other than the Company) shall be a Person, other than an individual, corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such entity corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, the Debt Securities, this Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such Personcorporation, and (ii) the Company or such successor entitycorporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in its payment obligations or in any material default in the performance of any of its other obligations hereundercovenant or condition under this Agreement, or under any of the Securities Units or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION Section 9.1 COVENANT NOT TO MERGECovenant Not to Merge, CONSOLIDATEConsolidate, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONSSell or Convey Property Except Under Certain Conditions. The Company covenants that it will not (a) merge or consolidate with or into any other Person or (b) sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactionstransactions other than, with respect to clause (b), a direct or indirect wholly-owned subsidiary of the Company, unless (i) either the Company shall be the continuing entitycorporation, or the successor (if other than the Company) shall be a Person, other than an individual, corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such entity corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, the Debt SecuritiesDebentures, the Capital Securities Guarantee, this Agreement Agreement, the Remarketing Agreement, and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such Personcorporation, and (ii) the Company or such successor entitycorporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in its payment obligations or in any material default in the performance of any of its other obligations covenant or condition hereunder, or under any of the Securities Units or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION Section 9.1 COVENANT NOT TO MERGECovenant Not to Merge, CONSOLIDATEConsolidate, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONSSell or Convey Property Except Under Certain Conditions. The Company covenants that it will not merge or consolidate with or into any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless (i) either the Company shall be the continuing entitycorporation, or the successor (if other than the Company) shall be a Person, other than an individual, corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such entity corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, this Agreement, the Debt SecuritiesIndenture, this the Remarketing Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such Personcorporation, and (ii) the Company or such successor entitycorporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in of its payment obligations under this Agreement or the Notes, or in default of its obligations to deliver Common Stock (or other property) on the Purchase Contract Settlement Date or any Early Settlement Date, or in material default in the performance of any of its other obligations hereunder, covenant hereunder or under any of the Securities Notes, the Indenture, the Remarketing Agreement, the Purchase Contracts or the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1 9.01. COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not merge or consolidate with or into any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless (i) either the Company shall be the continuing entitycorporation, or the successor (if other than the Company) shall be a Person, other than an individual, corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such entity corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, this Agreement, the Debt SecuritiesNotes, this the Indenture, the Remarketing Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such Personcorporation, and (ii) the Company or such successor entitycorporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in of its payment obligations under this Agreement or the Notes, or in default of its obligations to deliver Common Stock (or other property) on the Purchase Contract Settlement Date or any Early Settlement Date, or in material default in the performance of any of its other obligations hereunder, covenant hereunder or under any of the Securities Notes, the Indenture, the Remarketing Agreement, the Purchase Contracts or the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1 COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not merge or consolidate with or into any other Person in a transaction in which the Company is not the surviving entity or sell, assign, transfer, lease or convey all or substantially all of its properties and assets substantially as an entirety to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless (i) either the Company shall be the continuing entity, or the successor (if other than the Company) shall be a Personcorporation, limited liability company, partnership, trust or other than an individual, entity organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and Columbia; (ii) such entity shall expressly assume all the obligations of the Company under the Purchase Contracts, the Debt SecuritiesDebentures, this Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such Personcorporation, and (iiiii) the Company or such successor entitycorporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in its payment obligations or in any material default in the performance of any of its other obligations hereunder, covenant or condition hereunder or under any of the Securities Units or the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1 COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not (a) merge with or into or consolidate with or into any other Person or (b) sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactionstransactions other than, with respect to clause (b), a direct or indirect wholly-owned subsidiary of 60 the Company, unless (i) either the Company shall be the continuing entitycorporation, or the successor (if other than the Company) shall be a Person, other than an individual, corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such entity corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, the Debt SecuritiesNotes, this Agreement, the Remarketing Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such Personcorporation, and (ii) the Company or such successor entitycorporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in its payment obligations or in any material default in the performance of any of its other obligations covenant or condition hereunder, or under any of the Securities Purchase Contracts, under the Remarketing Agreement, or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION Section 9.1 COVENANT NOT TO MERGECovenant Not to Merge, CONSOLIDATEConsolidate, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONSSell or Convey Property Except Under Certain Conditions. The Company covenants that it will not merge merge, consolidate or consolidate enter into a share exchange with or into any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless (i) either the Company shall be the continuing entity, or the successor (if other than the Company) shall be a Person, other than an individual, organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such entity shall expressly assume all the obligations of the Company under the Share Purchase Contracts, the Debt Securities, this Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such Person, and (ii) the Company or such successor entity, as the case may be, shall not, immediately after such merger merger, consolidation or consolidationshare exchange, or such sale, assignment, transfer, lease or conveyance, be in default in its payment obligations or in any material default in the performance of any of its other obligations hereunder, or under any of the Securities or the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION Section 9.1 COVENANT NOT TO MERGECovenant Not to Merge, CONSOLIDATEConsolidate, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONSSell or Convey Property Except Under Certain Conditions. The Company covenants that it will not (a) merge or consolidate with or into any other Person or (b) sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactionstransactions other than, with respect to clause (b), a direct or indirect wholly-owned subsidiary of the Company, unless (i) either the Company shall be the continuing entitycorporation, or the successor (if other than the Company) shall be a Person, other than an individual, corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such entity corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, the Debt SecuritiesDebentures, the Capital Securities Guarantee, this Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such Personcorporation, and (ii) the Company or such successor entitycorporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in its payment obligations or in any material default in the performance of any of its other obligations covenant or condition hereunder, or under any of the Securities Units or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1 COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not (a) merge or consolidate with or into any other Person or (b) sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactionstransactions other than, with respect to clause (b), a direct or indirect wholly-owned subsidiary of the Company, unless (i) either the Company shall be the continuing entitycorporation, or the successor (if other than the Company) shall be a Person, other than an individual, corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such entity corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, the Debt SecuritiesNotes, this Agreement, the Remarketing Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such Personcorporation, and (ii) the Company or such successor entitycorporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in its payment obligations or in any material default in the performance of any of its other obligations covenant or condition hereunder, or under any of the Securities Purchase Contracts, under the Remarketing Agreement, or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1 COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that that, so long as any Units are outstanding, it will not (a) merge with or into or consolidate with or into any other Person or (b) sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless (i) either the Company shall be the continuing entity, or the successor (if other than the Company) shall be a Person, other than an individual, organized and existing under the laws of Bermuda or the United States of America or a State thereof or the District of Columbia and such entity Person shall expressly assume all the obligations of the Company under the Purchase Contracts, the Debt Securitiesguarantees of the Notes, this Agreement, the 77 Remarketing Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such Person, and (ii) the Company or such successor entitysuccessor, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in its payment obligations or in any material default in the performance of any of its other obligations covenant or condition hereunder, or under any of the Securities Purchase Contracts, under the Remarketing Agreement or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1 9.1. COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not merge or consolidate with or into any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless (i) either the Company shall be the continuing entity, or the successor (if other than the Company) shall be a Person, other than an individual, organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such entity shall expressly assume all the obligations of the Company under the Purchase Contracts, the Debt SecuritiesDebentures, this Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such Personentity, and (ii) the Company or such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in its payment obligations or in any material default in the performance of any of its other obligations hereunder, or under any of the Securities or the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1 COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not (a) merge with or into or consolidate with or into any other Person or (b) sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactionstransactions other than, with respect to clause (b), a direct or indirect wholly-owned subsidiary of the Company, unless (i) either the Company shall be the continuing entitycorporation, or the successor (if other than the Company) shall be a Person, other than an individual, corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such entity corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, the Debt SecuritiesNotes, this Agreement, the Remarketing Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such Personcorporation, and (ii) the Company or such successor entitycorporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, 72 transfer, lease or conveyance, be in default in its payment obligations or in any material default in the performance of any of its other obligations covenant or condition hereunder, or under any of the Securities Purchase Contracts, under the Remarketing Agreement, or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1 9.1. COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not (a) merge with or into or consolidate with or into any other Person or (b) sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless (i) either the Company shall be the continuing entity, or the successor (if other than the Company) shall be a Person, other than an individual, organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such entity Person shall expressly assume all the obligations of the Company under the Purchase Contractsthis Agreement, the Debt Securities, this Agreement Contracts and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such Person, and (ii) the Company or such successor entitysuccessor, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in its payment obligations or in any material default in the performance of any of its other obligations covenant or condition hereunder, or under any of the Securities Contracts or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1 9.1. COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that that, so long as any Units are outstanding, it will not (a) merge with or into or consolidate with or into any other Person or sell, assign, (b) transfer, lease or convey all or substantially all of its properties and assets to any Person or group buy all or substantially all of affiliated Persons in one transaction or a series the assets of related transactionsanother Person, unless (i) either the Company shall be the continuing entity, surviving person or the successor Person (if other than the Company) shall be a Personformed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, other than transfer or lease all or substantially all of the properties and assets of the Company is an individual, entity organized and existing under the laws of the United States of America or a (including any State thereof or the District of Columbia Columbia), the United Kingdom, the Cayman Islands, Bermuda or any country which is, on March 17, 2004, a member of the Organization of Economic Cooperation and such entity Development or the European Union and shall expressly assume assume, all the obligations of the Company under the Purchase Contracts, this Agreement, the Debt Securities, this Remarketing Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Purchase Contract Agent and the Collateral Agent, executed and delivered to the Purchase Contract Agent and the Collateral Agent by such Person, and (ii) the Company or such successor entitysuccessor, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in its payment obligations or in any material default in the performance of any of its other obligations covenant or condition hereunder, or under any of the Securities Purchase Contracts, under the Remarketing Agreement or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1 COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not merge or consolidate with or into any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless (i) either the Company shall be the continuing entity, or the successor (if other than the Company) shall be a Person, other than an individual, individual organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such entity shall expressly assume all the obligations of the Company under the Purchase Contracts, the Debt Securities, this Agreement and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such Personcorporation, and (ii) the Company or such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in its payment obligations or in any material default in the performance of any of its other obligations hereunder, or under any of the Securities or the Pledge Agreement.