Common use of Consolidations and Mergers of the Guarantor Clause in Contracts

Consolidations and Mergers of the Guarantor. The Guarantor shall not consolidate with or merge with or into any Person, or convey, transfer or lease all or substantially all its assets, unless: (a) either (i) the Guarantor shall be the continuing Person in the case of a merger or (ii) the resulting, surviving or transferee Person if other than the Guarantor shall be a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia and the successor company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Guarantor under the Guarantees according to their tenor, and this Indenture; (b) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the successor company as a result of such transaction as having been incurred by the successor company at the time of such transaction), no Default or Event of Default would occur or be continuing; (c) the successor company waives any right to redeem any Bearer Security under circumstances in which the successor company would be entitled to redeem such Bearer Security but the Guarantor would not have been so entitled to redeem if the consolidation, merger, conveyance, transfer or lease had not occurred; and (d) the Guarantor shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental Indenture (if any) complies with this Indenture.

Consolidations and Mergers of the Guarantor. The Guarantor shall not consolidate with or merge with or into any Person, or convey, transfer or lease all or substantially all its assets, unless: (a) either (i) the Guarantor shall be the continuing Person in the case of a merger or (ii) the resulting, surviving or transferee Person if other than the Guarantor shall be a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia and the successor company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Guarantor under the Guarantees according to their tenor, and this Indenture; (b) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the successor company as a result of such transaction as having been incurred by the successor company at the time of such transaction), no Default or Event of Default would occur or be continuing; (c) the successor company waives any right to redeem any Bearer Security under circumstances in which the successor company would be entitled to redeem such Bearer Security but the Guarantor would not have been so entitled to redeem if the consolidation, merger, conveyance, transfer or lease had not occurred; and (d) the Guarantor shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental Indenture (if any) complies with this Indenture.