We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

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 covenants that it will not merge with or into, consolidate with or convert into any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any other Person, unless: (a) either the Company shall be the surviving Person, or the successor Person (if other than the Company) formed by such consolidation or into which the Company or the Person which acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety shall be a Person organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume the due and punctual performance and observance of all the obligations of the Company under the Purchase Contracts, this Agreement (including the Pledge provided for herein) and the Remarketing Agreement (if the Company has executed a Remarketing Agreement on or prior to the time of the merger, consolidation, sale, assignment, transfer, lease or conveyance) by one or more supplemental agreements in form reasonably satisfactory to the Purchase Contract Agent and the Collateral Agent, executed and delivered to the Purchase Contract Agent and the Collateral Agent by such entity; and (b) the Company or such successor Person is not, immediately after such merger, consolidation, sale, assignment, transfer, lease or conveyance, in default of its obligations under the Purchase Contracts, this Agreement and the Remarketing Agreement. In the event of any such merger, consolidation, sale, conveyance (other than by way of lease), transfer or other disposition, the predecessor company may be dissolved, wound up and liquidated at any time thereafter.

Appears in 3 contracts

Samples: Purchase Contract and Pledge Agreement (Johnson Controls Inc), Purchase Contract and Pledge Agreement (Johnson Controls Inc), Purchase Contract and Pledge Agreement (Johnson Controls Inc)

Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions. The Company covenants that it will not merge with or into, consolidate with or convert into any other Person or sell, assignconvey, transfer, lease or convey otherwise dispose of all or substantially all of its properties and assets to any other Person, unless: (a) either the Company shall be the surviving Personcontinuing corporation, or the successor Person (if other than the Company) formed by such consolidation or into which the Company or the Person which acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety shall be a Person corporation, partnership or trust organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume the due and punctual performance and observance of all the obligations of the Company under the Purchase Contracts, this Agreement (including the Pledge provided for herein), the Indenture (including any supplement thereto) and the Remarketing Agreement (if the Company has executed a Remarketing Agreement on or prior to the time of the merger, consolidation, sale, assignment, transfer, lease or conveyance) by one or more supplemental agreements in form reasonably satisfactory to the Purchase Contract Agent and the Collateral Agent, executed and delivered to the Purchase Contract Agent and the Collateral Agent by such entitycorporation, partnership or trust, as the case may be; and (b) the Company or such successor Person is shall not, immediately after such merger, merger or consolidation, or such sale, assignment, transfer, lease or conveyance, transfer or other disposition, be in default of with respect to its payment obligations under the Purchase Contracts, this Agreement Agreement, the Indenture (including the Supplemental Indenture and any other supplement thereto) or the Remarketing Agreement. In the event of any such merger, consolidation, sale, conveyance (other than by way of lease), transfer or other disposition, the predecessor company may be dissolved, wound up and liquidated at any time thereafter.

Appears in 2 contracts

Samples: Purchase Contract and Pledge Agreement (Archer Daniels Midland Co), Purchase Contract and Pledge Agreement (Archer Daniels Midland Co)

Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions. The Company covenants that it will not merge with or into, consolidate with or convert into any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any other Person, unless: (a) either the Company shall be the surviving Person, or the successor Person (if other than the Company) formed by such consolidation or into which the Company or the Person which acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety shall be a Person an entity organized and existing under the laws of the United States of America or any State a state thereof or the District of Columbia or Bermuda and such Person shall expressly assume the due and punctual performance and observance of all the obligations of the Company under the Purchase Contracts, this Agreement (including the Pledge provided for herein) and the Remarketing Agreement (if the Company has and Assured Guaranty US Holding Inc. have executed a the Remarketing Agreement on or prior to the time of the merger, consolidation, sale, assignment, transfer, lease or conveyance) by one or more supplemental agreements in form reasonably satisfactory to the Purchase Contract Agent and the Collateral Agent, executed and delivered to the Purchase Contract Agent and the Collateral Agent by such entityPerson; and (b) the Company or such successor Person is Person, as the case may be, shall not, immediately after such merger, consolidation, conversion, sale, assignment, transfer, lease or conveyance, be in default of payment obligations under the Purchase Contracts, this Agreement or the Remarketing Agreement (if the Company and Assured Guaranty US Holding Inc. have executed the Remarketing Agreement on or prior to the time of the merger, consolidation, sale, assignment, transfer, lease or conveyance, ) or in material default of its obligations under in the Purchase Contracts, this Agreement and the Remarketing Agreement. In the event performance of any such merger, consolidation, sale, conveyance (other than by way covenants under any of lease), transfer or other disposition, the predecessor company may be dissolved, wound up and liquidated at any time thereafterforegoing agreements.

Appears in 1 contract

Samples: Purchase Contract and Pledge Agreement (Assured Guaranty LTD)