Common use of CONSOLIDATION ONLY ON CERTAIN TERMS Clause in Contracts

CONSOLIDATION ONLY ON CERTAIN TERMS. Nothing contained in the Notes shall prevent any consolidation or merger of the Company with or into any other corporation or entity, or successive consolidations or mergers to which the Company or its successor or successors shall be a part or parties, or shall prevent the sale by the Company of its property or assets as, or substantially as, an entirety or otherwise; provided, however, that (i) in case of any such consolidation or merger, the corporation resulting therefrom or surviving shall be a corporation organized under the laws of the United States or any state thereof or the District of Columbia and shall succeed to and be substituted for the Company with the same effect as if it had been named herein and shall become liable and be bound for, and shall expressly assume, by supplemental agreement in form reasonably satisfactory to the Company and the Holder executed by the corporation resulting from such consolidation or merger, the due and punctual payment of the principal of and interest on all the Notes then outstanding and the performance and observance of all of the covenants and conditions of the Notes on the part of the Company to be performed or observed, and (ii) as a condition of any such sale of all or substantially all of the property or assets of the Company as, or substantially as, an entirety, the corporation to which such property and assets shall be sold shall be a corporation organized under the laws of the United States or any state thereof or the District of Columbia and shall (a) expressly assume, as a part of the purchase price thereof, the due and punctual payment of the principal of and interest on all the Notes and the performance and observance of all the covenants and conditions of the Notes on the part of the Company to be performed or observed, and (b) simultaneously with the delivery to it of the conveyances or instruments of transfer of such property or assets, execute and deliver to the Company a supplemental agreement in form reasonably satisfactory to the Company and the Holder, whereby such purchaser shall assume the due and punctual payment of the principal of and interest on all the Notes then outstanding and the performance and observance of all the covenants and conditions of the Notes on the part of the Company to be performed or observed, to the same extent that the Company would have been bound and liable.