Common use of Consolidation, Merger, Sale or Lease Clause in Contracts

Consolidation, Merger, Sale or Lease. Subject to the provisions of Section 5.06, nothing contained in this Indenture or in the Securities shall be deemed to prevent the consolidation or merger of the Company with or into any other corporation, or the merger into the Company of any other corporation, or the sale or lease by the Company of its property and assets as, or substantially as, an entirety, or otherwise. Upon any consolidation or merger, or any sale other than for cash or lease of all or substantially all of the assets of the Company in accordance with the provisions of Section 5.06, the corporation formed by such consolidation or into which the Company shall have been merged or to which such sale or lease shall have been made shall succeed to and be substituted for the Company with the same effect as if it had been named herein as a party hereto, and thereafter from time to time such corporation may exercise each and every right and power of the Company under this Indenture, in the name of the Company or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any corporation that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor corporation which shall theretofore have become such in the manner described in Section 5.06) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated. Anything in this Section 14.01 to the contrary notwithstanding, no such consolidation or merger shall be entered into, and no such conveyance or transfer shall be made, by the Company with or to another corporation or Person which has outstanding any obligations secured by a Lien if as a result thereof, any of the properties of any character owned by the Company immediately prior thereto would be subject to such Lien, unless simultaneously therewith or prior thereto effective provision shall be made to secure all of the Securities equally and ratably with (or prior to) such other secured obligations.

Consolidation, Merger, Sale or Lease. Subject to the provisions of Section 5.068.06, nothing contained in this Indenture or in the Securities shall be deemed to prevent the consolidation or merger of the Company with or into any other corporation, or the merger into the Company of any other corporation, or the sale or lease by the Company of its property and assets as, or substantially as, an entirety, or otherwise. Upon any consolidation or merger, or any sale other than for cash or lease of all or substantially all of the assets of the Company in accordance with the provisions of Section 5.068.06, the corporation formed by such consolidation or into which the Company shall have been merged or to which such sale or lease shall have been made shall succeed to and be substituted for the Company with the same effect as if it had been named herein as a party hereto, and thereafter from time to time such corporation may exercise each and every right and power of the Company under this Indenture, in the name of the Company or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of 78 Directors or any officer of the Company may be done with like force and effect by the like board or officer of any corporation that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor corporation which shall theretofore have become such in the manner described in Section 5.068.06) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedliquidated if the Company shall have redeemed all series of Securities required to be redeemed upon a Change of Control, if such consolidation, merger, sale, lease or purchase constitutes a Change of Control. Anything in this Section 14.01 18.01 to the contrary notwithstanding, no such consolidation or merger shall be entered into, and no such conveyance or transfer shall be made, by the Company with or to another corporation or Person which has outstanding any obligations secured by a Lien if as a result thereof, any of the properties of any character owned by the Company immediately prior thereto would be subject to such Lien, unless simultaneously therewith or prior thereto effective provision shall be made to secure all of the Securities equally and ratably with (or prior to) such Lien other secured obligationsthan as permitted under Section 8.04 hereof.

Consolidation, Merger, Sale or Lease. Subject to the provisions of Section 5.065.05, nothing contained in this Indenture or in the Debt Securities shall be deemed to prevent the consolidation or merger of the Company with or into any other corporation, or the merger into the Company of any other corporation, or the sale or lease by the Company of its property and assets as, or substantially as, an entirety, or otherwise. Upon any consolidation or merger, or any sale other than for cash or lease of all or substantially all of the assets of the Company in accordance with the provisions of Section 5.065.05, the corporation formed by such consolidation or into which the Company shall have been merged or to which such sale or lease shall have been made shall succeed to and be substituted for the Company with the same effect as if it had been named herein as a party hereto, and thereafter from time to time such corporation may exercise each and every right and power of the Company under this Indenture, in the name of the Company or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any corporation that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor corporation which shall theretofore have become such in the manner described in Section 5.065.05) shall be discharged from all obligations and covenants under this the Indenture and the Debt Securities and may thereupon be dissolved and liquidated. Anything in this Section 14.01 to the contrary notwithstanding, no such consolidation or merger shall be entered into, and no such conveyance or transfer shall be made, by the Company with or to another corporation or Person which has outstanding any obligations secured by a Lien if as a result thereof, any of the properties of any character owned by the Company immediately prior thereto would be subject to such Lien, unless simultaneously therewith or prior thereto effective provision shall be made to secure all of the Securities equally and ratably with (or prior to) such other secured obligations.

Consolidation, Merger, Sale or Lease. Subject to the provisions of Section 5.068.06, nothing contained in this Indenture or in the Securities shall be deemed to prevent the consolidation or merger of the Company with or into any other corporation, or the merger into the Company of any other corporation, or the sale or lease by the Company of its property and assets as, or substantially as, an entirety, or otherwise. Upon any consolidation or merger, or any sale other than for cash or lease of all or substantially all of the assets of the Company in accordance with the provisions of Section 5.068.06, the corporation formed by such consolidation or into which the Company shall have been merged or to which such sale or lease shall have been made shall succeed to and be substituted for the Company with the same effect as if it had been named herein as a party hereto, and thereafter from time to time such corporation may exercise each and every right and power of the Company under this Indenture, in the name of the Company or in its own name; and any act or proceeding by any provision of this Indenture required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any corporation that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor corporation which shall theretofore have become such in the manner described in Section 5.068.06) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated, provided, however, the Company shall have redeemed any series of Securities required to be redeemed upon a Change of Control, if such consolidation, merger, sale lease or purchase constitutes a Change of Control. Anything in this Section 14.01 18.01 to the contrary notwithstanding, no such consolidation or merger shall be entered into, and no such conveyance or transfer shall be made, by the Company with or to another corporation or Person which has outstanding any obligations secured by a Lien if as a result thereof, any of the properties of any character owned by the Company immediately prior thereto would be subject to such Lien, unless simultaneously therewith or prior thereto effective provision provisions shall be made to secure all of the Securities equally and ratably with (or prior to) such other secured obligations.

Consolidation, Merger, Sale or Lease. Subject to the provisions of Section 5.06, nothing contained in this Indenture The Company will not consolidate with any other corporation or in the Securities shall be deemed to prevent the consolidation or accept a merger of any other corporation into the Company with or permit the Company to be merged into any other corporation, or the merger into the Company of any other corporation, or the sale or lease by the Company of its property and assets as, or substantially as, an entirety, or otherwise. Upon any consolidation or merger, or any sale sell other than for cash or lease all or substantially all its assets to another corporation, or purchase all or substantially all the assets of another corporation, unless (i) either the Company shall be the continuing corporation, or the successor, transferee or lessee corporation (if other than the Company) shall expressly assume, by indenture supplemental hereto satisfactory to the Trustee, executed and delivered by such corporation prior to or simultaneously with such consolidation, merger, sale or lease, the due and punctual payment of the principal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed or observed by the Company, and (ii) immediately after such consolidation, merger, sale, lease or purchase, no Default, and no event which, after notice or lapse of time or both, would become a Default, shall have happened and be continuing in the performance by the Company or the successor, transferee or lessee corporation (if other than the Company) of any covenant or condition of this Indenture. A purchase by a Subsidiary of all or substantially all of the assets of the Company in accordance with the provisions of Section 5.06, the another corporation formed by such consolidation or into which the Company shall have been merged or to which such sale or lease shall have been made shall succeed to and not be substituted for the Company with the same effect as if it had been named herein as a party hereto, and thereafter from time to time such corporation may exercise each and every right and power of the Company under this Indenture, in the name of the Company or in its own name; and any act or proceeding by any provision of this Indenture required or permitted deemed to be done a purchase of such assets by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any corporation that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor corporation which shall theretofore have become such in the manner described in Section 5.06) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidatedCompany. Anything in this Section 14.01 Indenture to the contrary notwithstanding, no such consolidation or merger shall be entered into, and no such conveyance or transfer shall be made, by the Company or any Subsidiary may fail or omit in any particular instance to comply with a covenant or condition set forth in this Section 15.01 with 47 54 respect to another corporation any series of Securities if the Company shall have obtained and filed with the Trustee, prior to the time of such failure or Person which has outstanding any obligations secured by a Lien if omission, evidence (as a result thereof, any provided in Article Seven) of the properties consent of any character owned by the Company immediately prior thereto would be subject to such Lien, unless simultaneously therewith or prior thereto effective provision shall be made to secure all Holders of at least a majority in aggregate principal amount of the Securities equally of such series at the time outstanding, either waiving such compliance in such instance or generally waiving compliance with such covenant or condition, but no such waiver shall extend to or affect any obligation not waived by the terms of such waiver or impair any right consequent thereon. Until such waiver shall become effective, the obligations of the Company and ratably with (the duties of the Trustee in respect of any such covenant or prior to) such other secured obligationsconditions shall remain in full force and effect.

Consolidation, Merger, Sale or Lease. Subject to the provisions of Section 5.06, nothing contained in this Indenture or in the Securities shall be deemed to prevent the consolidation or merger of the Company with or into any other corporation, or the merger into the Company of any other corporation, or the sale or lease by the Company of its property and assets as, or substantially as, an entirety, or otherwise. Upon any consolidation or merger, or any sale other than for cash or lease of all or substantially all of the assets of the Company in accordance with the provisions of Section 5.06, the corporation formed by such consolidation or into which the Company shall have been merged or to which such sale or lease shall have been made shall succeed to and be substituted for the Company with the same effect as if it had been named herein as a party hereto, and thereafter from time to time such corporation may exercise each and every right and power of the Company under this Indenture, in the name of the Company or in its own name; and any act or proceeding by any provision of this Indenture 52 required or permitted to be done by the Board of Directors or any officer of the Company may be done with like force and effect by the like board or officer of any corporation that shall at the time be the successor of the Company hereunder. In the event of any such sale or conveyance, but not any such lease, the Company (or any successor corporation which shall theretofore have become such in the manner described in Section 5.06) shall be discharged from all obligations and covenants under this Indenture and the Securities and may thereupon be dissolved and liquidated. Anything in this Section 14.01 to the contrary notwithstanding, no such consolidation or merger shall be entered into, and no such conveyance or transfer shall be made, by the Company with or to another corporation or Person which has outstanding any obligations secured by a Lien if as a result thereof, any of the properties of any character owned by the Company immediately prior thereto would be subject to such Lien, unless simultaneously therewith or prior thereto effective provision shall be made to secure all of the Securities equally and ratably with (or prior to) such other secured obligations.