Common use of Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions Clause in Contracts

Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions. The Company shall not consolidate or merge with or into any other entity, or sell, transfer, lease or otherwise convey its properties and assets as an entirety or substantially as an entirety to any entity, unless: (i) (a) it is the continuing entity (in the case of a merger), or (b) the successor entity formed by such consolidation or into which it is merged or which acquires by sale, transfer, lease or other conveyance of its properties and assets, as an entirety or substantially as an entirety, is a corporation organized and existing under the laws of the United States of America or any state thereof, the District of Columbia or any territory thereof, and expressly assumes, by a supplement to this Agreement, all obligations of the Company under this Agreement; and (ii) immediately after giving effect to the transaction, no default, and no event which after notice or lapse of time or both would become a default under this Agreement or the Purchase Contracts, has or will have occurred and be continuing. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, be limited by this Section 10.01.

Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions. The Company shall not consolidate or merge with or into any other entity, or sell, transfer, lease or otherwise convey its properties and assets as an entirety or substantially as an entirety to any entity, unless: (i) (a) it is the continuing entity (in the case of a merger), or (b) the successor entity formed by such consolidation or into which it is merged or which acquires by sale, transfer, lease or other conveyance of its properties and assets, as an entirety or substantially as an entirety, is a corporation organized and existing under the laws of the United States of America or any state thereof, the District of Columbia or any territory thereof, and expressly assumes, by a supplement to this Agreement, all obligations of the Company under this Agreement; and (ii) immediately after giving effect to the transaction, no default, and no event which after notice or lapse of time or both would become a default under this Agreement or the Purchase Contracts, has or will have occurred and be continuing. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit the Acquisition and related transactions, including the Merger, transactions be limited by this Section 10.01.