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

Consolidations and Mergers of the Issuers. Neither of the Issuers may, directly or indirectly: (i) consolidate or merge with or into another Person (whether or not such Issuer is the survivor); or (ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person; unless: (1) either (a) such Issuer is the surviving entity of such transaction; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the “Successor Company”) is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, provided that PNG Finance may not consolidate or merge with or into any entity other than a corporation satisfying such requirement for so long as the Partnership is not a corporation; (2) the Successor Company assumes all the obligations of such Issuer under the Debt Securities and this Indenture pursuant to a supplemental Indenture reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; and (4) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental Indenture is required, such supplemental Indenture complies with this Indenture and all conditions precedent therein relating to such transaction have been satisfied.

Consolidations and Mergers of the Issuers. Neither of the Issuers may, directly or indirectly: (i1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor); or (ii2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person; unless: (1) either (a) such Issuer is the surviving entity of such transaction; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the “"Successor Company”") is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, provided that PNG EOTT Finance may not consolidate or merge with or into any entity other than a corporation satisfying such requirement for so long as the Partnership is not a corporation; (2) the Successor Company assumes all the obligations of such Issuer under the Debt Securities and this the Indenture pursuant to a supplemental Indenture agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; and (4) such Issuer has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental Indenture is required, such supplemental Indenture complies with this the Indenture and all conditions precedent therein relating to such transaction have been satisfied.

Consolidations and Mergers of the Issuers. Neither of the Issuers may, directly or indirectly: (i1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor); or (ii2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person; unless: (1) either (a) such Issuer is the surviving entity of such transaction; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the “"Successor Company”") is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, provided that PNG PAA Finance may not consolidate or merge with or into any entity other than a corporation satisfying such requirement for so long as the Partnership is not a corporation; (2) the Successor Company assumes all the obligations of such Issuer under the Debt Securities notes and this the Indenture pursuant to a supplemental Indenture agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; and (4) such Issuer has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental Indenture is required, such supplemental Indenture complies with this the Indenture and all conditions precedent therein relating to such transaction have been satisfied.

Consolidations and Mergers of the Issuers. Neither of ----------------------------------------- the Issuers may, directly or indirectly: (i1) consolidate or merge with or into another Person (whether or not such Issuer is the survivor); or (ii2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person; unless: (1) either (a) such Issuer is the surviving entity of such transaction; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (the “"Successor Company”") is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, provided that PNG PAA Finance -------- may not consolidate or merge with or into any entity other than a corporation satisfying such requirement for so long as the Partnership is not a corporation; (2) the Successor Company assumes all the obligations of such Issuer under the Debt Securities notes and this the Indenture pursuant to a supplemental Indenture agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; and (4) such Issuer has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and, if a supplemental Indenture is required, such supplemental Indenture complies with this the Indenture and all conditions precedent therein relating to such transaction have been satisfied.