Common use of Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions Clause in Contracts

Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions. The Issuer and the Guarantor covenants that it will not merge or consolidate with any other Person or sell, lease or convey all or substantially all of its assets to any other Person, unless (i) either (A) the Issuer or the Guarantor shall be the continuing legal entity, or (B) the successor legal entity or the Person which acquires by sale, lease or conveyance substantially all the assets of the Issuer or Guarantor (if other than the Issuer or the Guarantor) shall be incorporated under the laws of The Netherlands, a member state of the European Union or the Organisation for Economic Co-Operation and Development or, if no adverse tax consequences to the Securityholder would result therefrom (as evidenced by an opinion of independent counsel, reasonably satisfactory to the Trustee and the Securities Administrator, provided to the Trustee and the Securities Administrator), any other jurisdiction, and shall expressly assume the due and punctual payment of the principal of and interest on all the Securities, if any, 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 or observed by the Issuer or the Guarantor, by supplemental indenture satisfactory to the Trustee and the Securities Administrator, executed and delivered to the Trustee and the Securities Administrator by such legal entity, and (ii) the Issuer, the Guarantor, such Person or such successor legal entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, lease or conveyance, be in default in the performance of any such covenant or condition.

Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions. The Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation of the Issuer and with, or merger of the Guarantor covenants that it will not merge or consolidate with Issuer into, any other Person entity or sellentities (whether or not affiliated with the Issuer), lease or convey all successive consolidations or substantially all of its assets mergers to any other Person, unless (i) either (A) which the Issuer or the Guarantor its successor or successors shall be the continuing legal entitya party or parties, or (B) the successor legal entity or the Person which acquires by shall prevent any sale, lease or conveyance substantially all of the assets property of the Issuer as an entirety or Guarantor (if other than substantially as an entirety; provided, however, that either the Issuer shall be the continuing entity or the Guarantor) successor entity shall be incorporated an entity organized and existing under the laws of The Netherlands, the United States of America or a member state of the European Union thereof or the Organisation for Economic Co-Operation District of Columbia; and Development orprovided, if no adverse tax consequences to further, that the Securityholder would result therefrom (as evidenced by an opinion of independent counselIssuer hereby covenants and agrees, reasonably satisfactory to the Trustee and the Securities Administratorthat upon any such consolidation, provided to the Trustee and the Securities Administrator)merger, any other jurisdictionsale, and shall expressly assume lease or conveyance, the due and punctual payment of the principal of and interest on all the Securities, if any, 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 or observed by the Issuer or the GuarantorIssuer, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee and the Securities AdministratorTrustee, executed and delivered to the Trustee and Trustee, by the Securities Administrator entity formed by such legal entity, and (ii) the Issuer, the Guarantor, such Person or such successor legal entity, as the case may be, shall not, immediately after such merger or consolidation, or into which the Issuer shall have been merged, or which shall have acquired such saleproperty, lease or conveyance, if the Issuer shall not be in default in the performance of any such covenant or conditionsurviving entity.

Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions. The Issuer and the Guarantor Company covenants that it will not (a) merge or consolidate with any other Person or (b) sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions other Personthan, with respect to clause (b), a direct or indirect wholly-owned subsidiary of the Company, unless (i) either (A) the Issuer or the Guarantor Company shall be the continuing legal entityCorporation, or (B) the successor legal entity or the Person which acquires by sale, lease or conveyance substantially all the assets of the Issuer or Guarantor (if other than the Issuer or the GuarantorCompany) shall be incorporated a Corporation organized and existing under the laws of The Netherlands, the United States of America or a member state State thereof or the District of Columbia and such Corporation shall expressly assume all the obligations of the European Union Company under the Purchase Contracts, the Notes, this Agreement, the Remarketing Agreement and the Pledge Agreement by one or the Organisation for Economic Co-Operation and Development or, if no adverse tax consequences to the Securityholder would result therefrom (as evidenced by an opinion of independent counsel, more supplemental agreements in form reasonably satisfactory to the Trustee Agent and the Securities Administrator, provided to the Trustee and the Securities Administrator), any other jurisdiction, and shall expressly assume the due and punctual payment of the principal of and interest on all the Securities, if any, 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 or observed by the Issuer or the Guarantor, by supplemental indenture satisfactory to the Trustee and the Securities AdministratorCollateral Agent, executed and delivered to the Trustee Agent and the Securities Administrator Collateral Agent by such legal entityCorporation, and (ii) the Issuer, the Guarantor, such Person Company or such successor legal entityCorporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in the performance of any such covenant or conditioncondition hereunder, under any of the Purchase Contracts, under the Remarketing Agreement, or under the Pledge Agreement. Notwithstanding anything herein to the contrary, a wholly-owned subsidiary of the Company to whom the Company has sold, assigned, transferred, leased or conveyed all or substantially all of its properties and assets shall be required to expressly assume by a supplemental agreement, executed and delivered to the Agent, in form satisfactory to the Agent, all the obligations of the Company under Section 7.7.

Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions. The Issuer and the Guarantor covenants that it will not merge or consolidate with any other Person or sell, lease or convey all or substantially all of its assets to any other Person, unless (i) either (A) the Issuer or the Guarantor shall be the continuing legal entity, or (B) the successor legal entity or the Person which acquires by sale, lease or conveyance substantially all the assets of the Issuer or Guarantor (if other than the Issuer or the Guarantor) shall be incorporated under the laws of The Netherlands, or a member state of the European Union or the Organisation for Economic Co-Operation and Development or, if no adverse tax consequences to the Securityholder would result therefrom (as evidenced by an opinion of independent counsel, reasonably satisfactory to the Trustee and the Securities Administrator, provided to the Trustee and the Securities Administrator), any other jurisdictionDevelopment, and shall expressly assume the due and punctual payment of the principal of and interest on all the SecuritiesSecurities and Coupons, if any, 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 or observed by the Issuer or the Guarantor, by supplemental indenture satisfactory to the Trustee and the Securities AdministratorTrustee, executed and delivered to the Trustee and the Securities Administrator by such legal entity, and (ii) the Issuer, the Guarantor, such Person or such successor legal entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, lease or conveyance, be in default in the performance of any such covenant or condition.

Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions. The Issuer and the Guarantor covenants that it will not merge or consolidate with any other Person or sell, lease or convey all or substantially all of its assets to any other Person, unless (i) either (A) the Issuer or the Guarantor shall be the continuing legal entity, or (B) the successor legal entity or the Person which acquires by sale, lease or conveyance substantially all the assets of the Issuer or Guarantor (if other than the Issuer or the Guarantor) shall be incorporated under the laws of The Netherlands, a member state of the European Union or the Organisation for Economic Co-Operation and Development or, if no adverse tax consequences to the Securityholder would result therefrom (as evidenced by an opinion of independent counsel, reasonably satisfactory to the Trustee and the Securities Administrator, provided to the Trustee and the Securities Administrator), any other jurisdiction, and shall expressly assume the due and punctual payment of the principal of and interest on all the Securities, if any, 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 or observed by the Issuer or the Guarantor, by supplemental indenture satisfactory to the Trustee and the Securities Administrator, executed and delivered to the Trustee and the Securities Administrator by such legal entity, and (ii) the Issuer, the Guarantor, such Person or such successor legal entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, lease or conveyance, be in default in the performance of any such covenant or condition.

Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions. The Issuer and Nothing contained in this Indenture or in any of the Guarantor covenants that it will not merge or consolidate with Securities shall prevent any other Person or sell, lease or convey all or substantially all consolidation of its assets to any other Person, unless (i) either (A) the Issuer or the Guarantor with, or merger of the Issuer or the Guarantor into, any other corporation or corporations (whether or not affiliated with the Issuer or the Guarantor, as the case may be), or successive consolidations or mergers to which the Issuer or the Guarantor or their respective successors shall be the continuing legal entitya party or parties, or (B) the successor legal entity or the Person which acquires by shall prevent any sale, lease or conveyance substantially all of the assets property of the Issuer or the Guarantor (if other than as an entirety or substantially as an entirety; provided that, and each of the Issuer or the Guarantor) shall be incorporated under the laws of The Netherlands, a member state of the European Union or the Organisation for Economic Co-Operation and Development or, if no adverse tax consequences to the Securityholder would result therefrom (as evidenced by an opinion of independent counsel, reasonably satisfactory to the Trustee and the Securities AdministratorGuarantor hereby covenants and agrees, provided to the Trustee and the Securities Administrator)upon any such consolidation, any other jurisdictionmerger, and shall expressly assume sale, lease or conveyance, the due and punctual payment of the principal of and interest on all the Securities, if any, according to their tenor, and under the Parent Guarantee, as the case may be, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Issuer or the Guarantor, as the case may be, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee and the Securities AdministratorTrustee, executed and delivered to the Trustee and Trustee, by the Securities Administrator corporation formed by such legal entityconsolidation, and (ii) or into which the Issuer, Issuer or the Guarantor, such Person or such successor legal entity, as the case may be, shall not, immediately after such merger or consolidationhave been merged, or which shall have acquired such sale, lease or conveyance, be in default in the performance of any such covenant or conditionproperty.

Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions. The Issuer and Company, without the Guarantor covenants that it will not consent of the Holders of any of the Securities, may consolidate or merge or consolidate with any other Person into, or sell, transfer, lease or convey all its or its Restricted Subsidiary’s assets, which individually or in the aggregate shall constitute substantially all of its assets to any other Person, unless (i) either (A) the Issuer or the Guarantor shall be the continuing legal entity, or (B) the successor legal entity or the Person which acquires by sale, lease or conveyance substantially all the assets of the Issuer Company on a consolidated basis as an entirety, in one or Guarantor (if other than the Issuer or the Guarantor) shall be incorporated more related transactions, to any corporation organized under the laws of The Netherlandsthe Republic; provided that (a) any successor corporation shall expressly assume, a member state of the European Union or the Organisation for Economic Co-Operation by an agreement supplemental hereto executed and Development or, if no adverse tax consequences delivered to the Securityholder would result therefrom (as evidenced by an opinion of independent counselTrustee, reasonably satisfactory to the Trustee and the Securities Administrator, provided to the Trustee and the Securities Administrator), any other jurisdiction, and shall expressly assume the due and punctual payment of the principal of and interest on all the Securities, if anyand any Additional Amounts, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Securities on the part of the Company to be performed or observed by the Issuer or the Guarantorobserved; (b) immediately after giving effect to such transaction, by supplemental indenture satisfactory to the Trustee and the Securities Administrator, executed and delivered to the Trustee and the Securities Administrator by such legal entityno Event of Default, and no event (iiother than an event described under paragraph (f) of Section 4.01) which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; (c) if, as a result of any such consolidation or merger or such sale, transfer, lease or conveyance, properties or assets of the IssuerCompany or a Restricted Subsidiary would become subject to a Lien which would not be permitted by this Indenture, the Guarantor, such Person Company or such successor legal entitycorporation, as the case may be, shall nottake such steps as shall be necessary effectively to secure the Securities (together with, immediately after if the Company shall so determine, any other indebtedness of the Company or such merger Subsidiary then existing or thereafter created which is not subordinate to the Securities) equally and ratably with (or prior to) all indebtedness secured by such Liens; and (d) the Company has delivered to the Trustee an Officer’s Certificate and an opinion of counsel as to matters of law stating that such consolidation, or such merger, sale, transfer, lease or conveyanceconveyance and, be if a supplemental indenture is required in default in connection with such transaction, such supplemental indenture comply with this Indenture and the performance of any Securities and that all conditions precedent herein provided for relating to such covenant or conditiontransaction have been complied with.