Consolidation, Merger, Sale or Transfer. The Guarantor covenants that during the term of this Guaranty it will maintain its corporate existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another entity or permit one or more other entities to consolidate with or merge into it unless the successor is the Guarantor; provided, however, that the Guarantor may consolidate with or merge into another entity, or permit one or more other entities to consolidate with or merge into it, or sell or otherwise transfer to another entity all or substantially all of its assets as an entirety and thereafter dissolve if the successor entity (if other than the Guarantor) (a) assumes in writing all the obligations of the Guarantor hereunder and, if required by law, is duly qualified to do business in the State of California, and (b) delivers to the City an opinion of counsel to the effect that its obligations under this Guaranty are legal, valid, binding and enforceable subject to applicable bankruptcy and similar insolvency or moratorium laws.
Consolidation, Merger, Sale or Transfer. Section 11.01.
Consolidation, Merger, Sale or Transfer. The Guarantor covenants that during the term of this Guaranty it will maintain its corporate existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another entity or permit one or more other entities to consolidate with or merge into it unless the successor is the Guarantor and the conditions contained in clause (2) below are satisfied; provided, however, that the Guarantor may consolidate with or merge into another entity, or permit one or more other entities to consolidate with or merge into it, or sell or otherwise transfer to another entity all or substantially all of its assets as an entirety and thereafter dissolve if (1) the successor entity (if other than the Guarantor)
Consolidation, Merger, Sale or Transfer. Section 7.1 Company May Consolidate, Etc.
Consolidation, Merger, Sale or Transfer. The Guarantor covenants that during the term of this Guaranty Agreement it will maintain its corporate existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another entity or permit one or more other entities to consolidate with or merge into it unless the successor is the Guarantor and the conditions contained in clause (2) below are satisfied; provided, however, that the Guarantor may consolidate with or merge into another entity, or permit one or more other entities to consolidate with or merge into it, or sell or otherwise transfer to another entity all or substantially all of its assets as an entirety and thereafter dissolve if: (1) the successor entity (if other than the Guarantor) (a) assumes in writing all the obligations of the Guarantor hereunder and, if required by law, is duly qualified to do business in the State of Hawaii, and (b) delivers to the BWS an opinion of counsel to the effect that its obligations under this Guaranty Agreement are legal, valid, binding and enforceable subject to applicable bankruptcy and similar insolvency or moratorium laws; and (2) any such transaction does not result in a Material Adverse Change, as defined in Section 21.1 of the Service Agreement or if such transaction results in a Material Adverse Change, as defined in Section 21.1 of the Service Agreement, the DBOM Contractor or the Guarantor provides credit enhancement as required by Section 21.1 of the Service Agreement.
Consolidation, Merger, Sale or Transfer. Article XI of the Open-End Indenture shall not apply to the Notes and, for the purposes of the Notes only and not for the purposes of any Securities under the Open-End Indenture other than the Notes unless specified in a subsequent supplemental indenture, the following provisions shall apply instead:
(a) The Company shall not (i) consolidate with or merge with or into any other Person, or convey, sell, transfer or lease or otherwise dispose of all or substantially all of its assets to any other Person in any one transaction or a series of related transactions, or (ii) permit any person to consolidate with or merge into the Company unless:
(A) in the case of a merger or consolidation, either the Company is the surviving Person or, if the Company is not the surviving Person, the surviving Person formed by such merger or consolidation or into which the Company is merged or consolidated or the Person to which the Company's properties and assets are so transferred shall be a corporation organized and existing under the laws of the United States, any state thereof, or the District of Columbia, and shall execute and deliver to the Trustee a supplemental indenture expressly assuming the payment when due of the principal of and Interest, if any, on the Notes and the performance of each of the Company's other covenants under the Notes and the Indenture; and
(B) in either case, immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing.
(b) In the case of a merger or consolidation pursuant to which all or substantially all of the Common Stock would be converted into cash, securities or other property, the right to convert Notes into Common Stock will be changed into a right to convert such Notes into the kind and amount of cash, securities or other property that the Holder would have received had the Holder converted such Notes immediately prior to the transaction.
Consolidation, Merger, Sale or Transfer. The Guarantor covenants that during the term of this Guaranty, it will maintain its corporate existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another entity or permit one or more other entities to consolidate with or merge into it, unless the successor or the surviving entity is the Guarantor and the conditions contained in clause (2) below are satisfied; provided, however that the Guarantor may consolidate with or merge into it, or sell or otherwise transfer to another entity all or substantially all of its assets as an entirety and thereafter dissolve if:
(1) the successor or the surviving entity (if other than the Guarantor)
(a) if not transferred by operation of law, assumes in writing all the obligations of the Guarantor hereunder, and if required by law, is duly qualified to do business in the Territory of Guam.
(b) at the request of the RECEIVER/TRUSTEE, delivers to the RECEIVER/TRUSTEE an opinion of counsel to the effect that its obligations under this Guaranty are legal, valid, binding and enforceable subject to applicable bankruptcy and similar insolvency or moratorium laws, and within six (6) months following such transaction
(2) any such transaction does not result in the credit rating of the long-term unsecured debt of the successor Guarantor (or the surviving entity, if the Guarantor) by a nationally recognized rating service within six (6) months following such transaction being lower than that of the Guarantor immediately preceding such transaction.
Consolidation, Merger, Sale or Transfer. The Guarantor covenants that during the term of this Guaranty it will maintain its corporate existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another entity or permit one or more other entities to consolidate with or merge into it unless the successor is the Guarantor and the conditions contained in clause (2) below are satisfied; provided, however, that the Guarantor may consolidate with or merge into another entity, or permit one or more other entities to consolidate with or merge into it, or sell or otherwise transfer to another entity all or substantially all of its assets as an entirety and thereafter dissolve if (1) the successor entity (if other than the Guarantor) (a) assumes in writing all the Obligations of the Guarantor hereunder and, if required by Law, is duly qualified to do business in the State, and (b) delivers to the Authority an opinion of counsel to the effect that its Obligations under this Guaranty are legal, valid, binding and enforceable subject to applicable bankruptcy and similar insolvency or moratorium Laws, and (2) any such transaction does not result in a material decline in the credit standing of the Guarantor, as defined in Section 14.1 of the Service Agreement or if such transaction results in a material decline in credit standing of the Guarantor, as defined in Section 14.1 of the Service Agreement, the Successor Guarantor provided credit enhancement as required by Section 14.1 of the Service Agreement.
Consolidation, Merger, Sale or Transfer. Guarantor covenants that during the term of this Guaranty it will maintain its status as a Delaware limited partnership, will not dissolve or otherwise dispose of all or any material portion of its assets and will not consolidate with or merge into another entity or permit one or more other entities to consolidate with or merge into it unless the successor is Guarantor and the conditions in clause (2) below are satisfied; provided, however, that Guarantor may consolidate with or merge into another entity, or permit another entity to consolidate with or merge into Guarantor, or sell or otherwise transfer to another entity all or substantially all of its assets as an entirety and thereafter dissolve if (1) the successor entity (if other than Guarantor) (a) assumes in writing all the obligations of Guarantor hereunder and, if required by law, is duly qualified to do business in the State of California, and (b) delivers to Beneficiaries an opinion of counsel to the effect that its obligations under this Guaranty are legal, valid, binding and enforceable, and (2) any such transaction does not result in a decline in Guarantor’s (or any successor guarantor’s) credit standing or in its ability to perform the Obligations, or if such transaction results in a decline in Guarantor’s credit standing or the ability to perform the Obligations, the successor guarantor has provided credit enhancement satisfactory to Beneficiaries in their sole and absolute discretion, exercised in good faith.
Consolidation, Merger, Sale or Transfer. The Guarantor covenants that during the term of this Guaranty it will maintain its corporate existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another entity or permit one or more other entities to consolidate with or merge into it unless the successor is the Guarantor and the conditions contained in clause (2) below are satisfied; provided, however, that the Guarantor may consolidate with or merge into another entity, or permit one or more other entities to consolidate with or merge into it, or sell or otherwise transfer to another entity all or substantially all of its assets as an entirety and thereafter dissolve if: (1) the successor entity (if other than the Guarantor) (a) obtains the written consent of the Borough, which consent shall not be unreasonably withheld, (b) assumes in writing all the obligations of the Guarantor hereunder and, if required by law, is duly qualified to do business in the State of New Jersey, and
