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 may not consolidate or merge with or into (whether or not the Issuer is the Surviving Person), or 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 (each a "Disposition"), unless: (i) the Surviving Person is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the Surviving Person (if other than the Issuer) assumes all the obligations of the Issuer under the Securities and this Indenture, and makes provision for conversion rights in accordance with Section 12.5, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; and (iii) immediately after such Disposition, no Event of Default or event that, after the giving of notice or the passage of time or both, would be an Event of Default, shall have occurred and be continuing.