Common use of Corporation May Consolidate, etc., on Certain Terms Clause in Contracts

Corporation May Consolidate, etc., on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation, merger, arrangement or amalgamation of the Corporation with or into any other Person or Persons, whether or not affiliated with the Corporation or successive consolidations, mergers, arrangements or amalgamations in which the Corporation or any of its successors shall be a party, or shall prevent any conveyance or transfer of the properties and assets of the Corporation as an entirety or substantially as an entirety to any other Person, whether or not affiliated with the Corporation lawfully entitled to acquire the same; provided, however, that the Corporation hereby covenants and agrees, that: (1) if an Event of Default has occurred and is continuing, it will not enter into any agreement for any such consolidation, merger, arrangement, amalgamation, conveyance or transfer; and (2) upon any such consolidation, merger, arrangement, amalgamation, conveyance or transfer, (i) the due and punctual payment of the principal of, and premium, Additional Amounts and interest on, all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Corporation shall be expressly assumed, by indenture supplemental hereto, in form reasonably satisfactory to the Trustees, executed and delivered to the Trustees by the Person (if other than the Corporation) formed by such consolidation, or into which the Corporation shall have been merged, arranged or amalgamated, or by the Person which shall have acquired such properties and assets, and (ii) the Corporation shall deliver to the Trustees an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, arrangement, amalgamation, conveyance or transfer and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this 8.1 and that all conditions precedent herein provided for relating to such transaction have been complied with.

Corporation May Consolidate, etc., on Certain Terms. Nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation, merger, arrangement consolidation or amalgamation merger of the Corporation with or into any other Person or Persons, (whether or not affiliated with the Corporation Corporation, as the case may be), or successive consolidations, mergers, arrangements consolidations or amalgamations mergers in which the Corporation or any of its successors successor or successors, as the case may be, shall be a partyparty or parties, or shall prevent any conveyance sale, conveyance, transfer or transfer lease of the properties and assets property of the Corporation Corporation, or its successor or successors as the case may be, as an entirety entirety, or substantially as an entirety entirety, to any other Person, Person (whether or not affiliated with the Corporation lawfully entitled Corporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, however, that (a) the Corporation hereby covenants is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Corporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and agreesexisting under the laws of the United States or any State thereof or the District of Columbia, that: and (1b) if an Event of Default has occurred and the Corporation is continuingnot the surviving Person, it will not enter into any agreement for any such consolidation, merger, arrangement, amalgamation, conveyance or transfer; and (2) upon any such consolidation, merger, arrangementsale, amalgamationconveyance, conveyance transfer or transferlease, (i) the due and punctual payment of the principal of, and premium, Additional Amounts if any, and interest on, all of on the Securities, Notes according to their tenor, tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be kept or performed by the Corporation shall be expressly assumedassumed by the surviving Person, by supplemental indenture supplemental hereto, (which shall conform to the provisions of the Trust Indenture Act as then in effect) satisfactory in form reasonably satisfactory to the Trustees, Trustee executed and delivered to the Trustees Trustee by the Person (if other than the Corporation) formed by such consolidation, or into which the Corporation shall have been merged, arranged or amalgamated, or by the Person which shall have acquired such properties and assetsproperty, as the case may be, and (iic) the Corporation shall deliver after giving effect to the Trustees an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, arrangementsale, amalgamationconveyance, conveyance transfer or transfer andlease, if no Default or Event of Default (or any event which, after notice or the lapse of time or both would become, a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this 8.1 Default or an Event of Default) shall have occurred and that all conditions precedent herein provided for relating to such transaction have been complied withbe continuing.

Corporation May Consolidate, etc., on Certain Terms. Nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation, merger, arrangement consolidation or amalgamation merger of the Corporation with or into any other Person or Persons, (whether or not affiliated with the Corporation Corporation, as the case may be), or successive consolidations, mergers, arrangements consolidations or amalgamations mergers in which the Corporation or any of its successors successor or successors, as the case may be, shall be a partyparty or parties, or shall prevent any conveyance sale, conveyance, transfer or transfer lease of the properties and assets property of the Corporation Corporation, or its successor or successors as the case may be, as an entirety entirety, or substantially as an entirety entirety, to any other Person, Person (whether or not affiliated with the Corporation lawfully entitled Corporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, however, that (a) the Corporation hereby covenants is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Corporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and agreesexisting under the laws of the United States or any State thereof or the District of Columbia, that: and (1b) if an Event of Default has occurred and the Corporation is continuingnot the surviving Person, it will not enter into any agreement for any such consolidation, merger, arrangement, amalgamation, conveyance or transfer; and (2) upon any such consolidation, merger, arrangementsale, amalgamationconveyance, conveyance transfer or transferlease, (i) the due and punctual payment of the principal of, and premium, Additional Amounts if any, and interest on, all of on the Securities, Notes according to their tenor, tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be kept or performed by the Corporation shall be expressly assumedassumed by the surviving Person, by supplemental indenture supplemental hereto, (which shall conform to the provisions of the Trust Indenture Act as then in effect) satisfactory in form reasonably satisfactory to the Trustees, Trustee executed and delivered to the Trustees Trustee by the Person (if other than the Corporation) formed by such consolidation, or into which the Corporation shall have been merged, arranged or amalgamated, or by the Person which shall have acquired such properties and assetsproperty, as the case may be, and (iic) the Corporation shall deliver after giving effect to the Trustees an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, arrangementsale, amalgamationconveyance, conveyance transfer or transfer andlease, if a supplemental indenture is required in connection with such transactionno Event of Default (or any event which, such supplemental indentureafter notice or the lapse of time or both would become, comply with this 8.1 an Event of Default) shall have occurred and that all conditions precedent herein provided for relating to such transaction have been complied withbe continuing.