Common use of Consolidation, Merger, Sale or Lease of Assets by the Company Clause in Contracts

Consolidation, Merger, Sale or Lease of Assets by the Company. (a) The Company may consolidate with or merge into any Person or convey, transfer or lease its properties and assets substantially as an entirety to another Person (other than a Subsidiary of the Company) only if: (i) the resulting, surviving or transferee Person (if other than the Company) is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia; (ii) such corporation (if other than the Company) assumes all of the obligations of the Company under the Notes and this Indenture; (iii) immediately after giving effect to the transaction, no Event of Default and no Default has occurred and is continuing; and (iv) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and the supplemental indenture (if any) comply with this Indenture. (b) Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the resulting, surviving or transferee Person, the resulting, surviving or transferee Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such successor Person had been named as the Company in this Indenture. Upon such substitution, except in the case of a lease, unless the successor is one or more of the Company’s Subsidiaries, the Company will be released from its obligations under the Notes and this Indenture.

Consolidation, Merger, Sale or Lease of Assets by the Company. (a) The Company may not, directly or indirectly, consolidate with or merge into any Person or sell, convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to another Person (other than a Subsidiary of the Company) only ifPerson, unless: (i) the resulting, surviving or transferee Person (if other than the Company) is a corporation an entity organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia; (ii) such corporation entity (if other than the Company) expressly assumes all of the obligations of the Company under the Notes and this IndentureIndenture pursuant to a supplemental indenture; (iii) immediately after giving effect to the transaction, no Event of Default and no or Default has occurred and is continuing; and (iv) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and the supplemental indenture (if any) comply with this Indenture. (b) Upon Subject to Article 3, upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the resulting, surviving or transferee Person, the resulting, surviving or transferee Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such successor Person had been named as the Company in this Indenture. Upon such substitution, except in the case of a lease, unless the successor is one or more of the Company’s Subsidiaries, the Company will be released from its obligations under the Notes and this Indenture.

Consolidation, Merger, Sale or Lease of Assets by the Company. (a) The Company may Company, without the consent of the Holders of any of the outstanding Notes, may (i) consolidate with or merge with or into any Person or Person, or (ii) sell, convey, transfer transfer, or otherwise dispose of or lease all or substantially all of its properties and assets substantially as an entirety or substantially an entirety, in one transaction or a series of related transactions, to another Person (other than a Subsidiary of the Company) only if:any Person; provided, that (iA) either (x) the Company is the continuing Person or (y) the resulting, surviving or transferee Person (if other than the Company) is a corporation corporation, partnership, limited liability company or trust organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia; (ii) such corporation (if other than the Company) Columbia and expressly assumes by supplemental indenture all of the obligations of the Company under the Indenture and the Notes and this Indenturethe Registration Rights Agreement; (iiiB) immediately after giving effect to the transaction, no Event of Default and no Default has occurred and is continuing; and (ivC) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such the consolidation, merger, conveyance, transfer or lease and the supplemental indenture (if any) comply with this the Indenture; provided, however, that in the event of a consolidation or merger of a wholly-owned subsidiary of the Company with and into the Company, the Company shall not be required to deliver such certificate or opinion. (b) Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the resulting, surviving or transferee continuing Person, the resulting, surviving or transferee Person shall will succeed to, and be substituted for, and may exercise every right and power of, the Company under this the Indenture and the Notes with the same effect as if such successor Person had been named as the Company in this the Indenture. Upon such substitution, except in the case of a lease, unless the successor is one or more of the Company’s Subsidiaries, the Company will be released from its obligations under the Notes Indenture and this Indenturethe Notes.

Consolidation, Merger, Sale or Lease of Assets by the Company. (a) The Company Company, without the consent of the Holders of any of the outstanding Notes, may not (i) consolidate with or merge with or into any Person or Person, or (ii) sell, convey, transfer transfer, or otherwise dispose of or lease all or substantially all of the consolidated assets of the Company and its properties and assets substantially Subsidiaries as an entirety or substantially an entirety, in one transaction or a series of related transactions, to another Person (other than a Subsidiary of the Company) only if:any Person; unless (iA) either (x) the Company is the continuing Person or (y) the resulting, surviving or transferee Person (if other than the Company) is a corporation corporation, partnership, limited liability company or trust organized and validly existing under the laws of the United States of America, any State state thereof or the District of Columbia; (ii) such corporation (if other than the Company) Columbia and expressly assumes by supplemental indenture all of the obligations of the Company under the Indenture and the Notes and this Indenturethe Registration Rights Agreement; (iiiB) immediately after giving effect to the transaction, no Event of Default and no Default has occurred and is continuing; and (ivC) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such the consolidation, merger, conveyance, transfer or lease and the supplemental indenture (if any) comply with this the Indenture; provided, however, that in the event of a consolidation or merger of a wholly-owned subsidiary of the Company with and into the Company, the Company shall not be required to deliver such certificate or opinion. (b) Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the resulting, surviving or transferee continuing Person, the resulting, surviving or transferee Person shall will succeed to, and be substituted for, and may exercise every right and power of, the Company under this the Indenture and the Notes with the same effect as if such successor Person had been named as the Company in this the Indenture. Upon such substitution, except in the case of a lease, unless the successor is one or more of the Company’s Subsidiaries, the Company will be released from its obligations under the Notes Indenture and this Indenturethe Notes.

Consolidation, Merger, Sale or Lease of Assets by the Company. (a) The Company Company, without the consent of the Holders of any of the outstanding Notes, may consolidate with or merge into any Person or convey, transfer or lease its properties and assets substantially as an entirety to another Person (other than a Subsidiary of the Company) only if: (i) the resulting, surviving or transferee Person (if other than the Company) is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia; (ii) such corporation (if other than the Company) expressly assumes by an indenture supplemental hereto, executed and delivered to the Trustee, all of the obligations of the Company under the Notes and this Indenture; (iii) immediately after giving effect to the transaction, no Event of Default and no or Default has occurred and is continuing; and (iv) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and the such supplemental indenture (if any) comply with this IndentureArticle 5 and that all conditions precedent provided for relating to such transaction have been complied with. (b) Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the resulting, surviving or transferee Person, the resulting, surviving or transferee Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such successor Person had been named as the Company in this Indenture. Upon such substitution, except in the case of a lease, unless the successor is one or more of the Company’s Subsidiaries, the Company will be released from its obligations under the Notes and this Indenture, unless the successor is one or more of the Company’s Subsidiaries.

Consolidation, Merger, Sale or Lease of Assets by the Company. (a) The Company may Company, without the consent of the Holders of any of the outstanding Notes, may (i) consolidate with or merge with or into any Person or Person, or (ii) sell, convey, transfer transfer, or otherwise dispose of or lease all or substantially all of its properties and assets substantially as an entirety or substantially an entirety, in one transaction or a series of related transactions, to another Person (other than a Subsidiary of the Company) only if:any Person; provided, that (iA) either (x) the Company is the continuing Person or (y) the resulting, surviving or transferee Person (if other than the Company) is a corporation corporation, partnership, limited liability company or trust organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia; (ii) such corporation (if other than the Company) Columbia and expressly assumes by supplemental indenture all of the obligations of the Company under the Indenture and the Notes and this Indenturethe Registration Rights Agreement; (iiiB) immediately after giving effect to the transaction, no Event of Default and no Default has occurred and is continuing; and (ivC) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such the consolidation, merger, conveyance, transfer or lease and the supplemental indenture (if any) comply with this the Indenture. (b) Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the resulting, surviving or transferee continuing Person, the resulting, surviving or transferee Person shall will succeed to, and be substituted for, and may exercise every right and power of, the Company under this the Indenture and the Notes with the same effect as if such successor Person had been named as the Company in this the Indenture. Upon such substitution, except in the case of a lease, unless the successor is one or more of the Company’s Subsidiaries, the Company will be released from its obligations under the Notes Indenture and this Indenturethe Notes.

Consolidation, Merger, Sale or Lease of Assets by the Company. (a) The Company Company, without the consent of the Holders of any of the outstanding Notes, may consolidate with or merge into any Person or convey, transfer or lease its properties and assets substantially as an entirety to another Person (other than a Subsidiary of the Company) only if: (i) the resulting, surviving or transferee Person (if other than the Company) is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia; (ii) such corporation (if other than the Company) assumes all of the obligations of the Company under the Notes and this Indenture; (iii) immediately after giving effect to the transaction, no Event of Default and no Default has occurred and is continuing; and (iv) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and the supplemental indenture (if any) comply with this Indenture. (b) Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the resulting, surviving or transferee Person, the resulting, surviving or transferee Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such successor Person had been named as the Company in this Indenture. Upon such substitution, except in the case of a lease, unless the successor is one or more of the Company’s Subsidiaries, the Company will be released from its obligations under the Notes and this Indenture.

Consolidation, Merger, Sale or Lease of Assets by the Company. (a) The Company may Company, without the consent of the Holders of any of the outstanding Notes, may (i) consolidate with or merge with or into any Person or Person, or (ii) sell, convey, transfer transfer, or otherwise dispose of or lease all or substantially all of its properties and assets substantially as an entirety or substantially an entirety, in one transaction or a series of related transactions, to another Person (other than a Subsidiary of the Company) only if:any Person; provided, that (iA) either (x) the Company is the continuing Person or (y) the resulting, surviving or transferee Person (if other than the Company) is a corporation corporation, partnership, limited liability company or trust organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia; (ii) such corporation (if other than the Company) Columbia and expressly assumes by supplemental indenture all of the obligations of the Company under the Indenture and the Notes and this Indenturethe Registration Rights Agreement; (iiiB) immediately after giving effect to the transaction, no Event of Default and no Default has occurred and is continuing; andand Table of Contents (ivC) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such the consolidation, merger, conveyance, transfer or lease and the supplemental indenture (if any) comply with this the Indenture. (b) Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the resulting, surviving or transferee continuing Person, the resulting, surviving or transferee Person shall will succeed to, and be substituted for, and may exercise every right and power of, the Company under this the Indenture and the Notes with the same effect as if such successor Person had been named as the Company in this the Indenture. Upon such substitution, except in the case of a lease, unless the successor is one or more of the Company’s Subsidiaries, the Company will be released from its obligations under the Notes Indenture and this Indenturethe Notes.

Consolidation, Merger, Sale or Lease of Assets by the Company. (a) The Company may consolidate with or merge into any Person or convey, transfer or lease its properties and assets substantially as an entirety to another Person (other than a Subsidiary of the Company) only if: (i) the resulting, surviving or transferee Person (if other than the Company) is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia; (ii) such corporation (if other than the Company) assumes all of the obligations of the Company under the Notes and this Indenture; (iii) immediately after giving effect to the transaction, no Event of Default and no Default has occurred and is continuing; and (iv) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and the supplemental indenture (if any) comply with this Indenture. (b) Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the resulting, surviving or transferee Person, the resulting, surviving or transferee Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such successor Person had been named as the Company in this Indenture. Upon such substitution, except in the case of a lease, unless the successor is one or more of the Company’s Subsidiaries, the Company will be released from its obligations under the Notes and this Indenture.

Consolidation, Merger, Sale or Lease of Assets by the Company. (a) The Company may Company, without the consent of the holders of any of the outstanding Notes, may (i) consolidate with or merge with or into any Person or Person, or (ii) sell, convey, transfer transfer, or otherwise dispose of or lease all or substantially all of its properties and assets substantially as an entirety or substantially an entirety, in one transaction or a series of related transactions, to another Person (other than a Subsidiary of the Company) only if:any Person; provided that (iA) either (x) the Company is the continuing Person or (y) the resulting, surviving or transferee Person (if other than the Company) is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia; (ii) such corporation (if other than the Company) expressly assumes by supplement to this Agreement all of the obligations of the Company under this Agreement and the Notes and this IndentureNotes; (iiiB) immediately after giving effect to the transaction, no Event of Default and no Default or Default, in each case relating to the failure to pay interest or principal on the Notes when due, has occurred and is continuing; and (ivC) the Company delivers to the Trustee holders an Officers’ Certificate and an Opinion of Counsel, each stating that such the consolidation, merger, conveyance, transfer or lease and the supplemental indenture supplement hereto (if any) comply with this IndentureAgreement; provided, however, that in the event of a consolidation or merger of the Company with or into a wholly-owned subsidiary of the Company, the requirement of clause (C) shall not apply. (b) Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the resulting, surviving or transferee continuing Person, the resulting, surviving or transferee Person shall will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture Agreement and the Notes with the same effect as if such successor Person had been named as the Company in this Indenture. Upon such substitution, except in the case of a lease, unless the successor is one or more of the Company’s Subsidiaries, the Company will be released from its obligations under the Notes and this Indenturehereunder.

Consolidation, Merger, Sale or Lease of Assets by the Company. (a) The Company may will not, in a single transaction or a series of transactions, consolidate or merge or combine with or merge into any Person other Person, or sell, assign, convey, transfer transfer, lease or lease its properties and assets dispose of all or substantially as an entirety to another Person (other than a Subsidiary all of the Company) only ifassets of the Company and its Subsidiaries (taken as a whole), in a single transaction or a series of related transactions, to any other Person, unless: (i) either (A) the resulting, Company will be the surviving or transferee continuing corporation, or (B) the Person formed by or surviving such consolidation or merger (if other than not the Company) or to which such sale, assignments, lease, conveyance, transfer or other disposition shall be made (collectively, the “Successor”) is a corporation organized and validly existing under the laws of the Cayman Islands, the United States of AmericaAmerica or any state thereof, or any State thereof or other similar jurisdiction so long as neither the District laws of Columbia; (ii) any such corporation (if other than jurisdiction nor any such transaction would adversely affect the Company) assumes Holders, and the Successor expressly assumes, by a supplemental indenture hereto in form and substance satisfactory to the Trustee, all of the obligations Obligations of the Company under the Notes Securities and this Indenture;; and (iiiii) immediately after giving effect to such transaction and the transactionassumption of the obligations as set forth in clause (a)(i) above, if applicable, no Event of Default and no Default has shall have occurred and is be continuing; and. (iviii) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel (subject to customary exceptions and qualifications), each stating that such consolidation, merger, sale, assignment, conveyance, transfer transfer, lease or lease other disposition and the supplemental indenture (if any) comply with this IndentureIndenture and that all conditions precedent to such transaction have been satisfied. (b) For purposes of the foregoing, the sale, lease, transfer, conveyance or other disposition or assignment of all or substantially all of the assets of one or more of the Company’s Subsidiaries, the Equity Interests of which constitute all or substantially all of the assets of the Company, will be deemed to be the transfer of all or substantially all of the assets of the Company. (c) Upon any consolidation, combination or merger of the consummation Company, or any sale, lease, transfer, conveyance or other disposition or assignment of any transaction effected all or substantially all of the assets of the Company in accordance with these provisionsthe foregoing, if in which the Company is not the resulting, surviving or transferee Personcontinuing obligor under the Securities and this Indenture, the resulting, surviving or transferee Person shall Successor will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Securities and this Indenture and the Notes with the same effect as if such successor Person Successor had been named therein as the Company in this Indenture. Upon such substitutionCompany, and, except in the case of such a lease, unless the successor is one or more of the Company’s Subsidiaries, the Company will be released from its obligations Obligations under the Notes Securities and this Indenture.