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

Covenant of the Issuer Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions. The Issuer covenants that it will not merge with or into or consolidate with any Person or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its assets to any Person and the Issuer shall not permit any Person to consolidate with or merge into the Issuer or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its assets to the Issuer, unless (i) either the Issuer (in the case of a merger) shall be the continuing corporation, or the successor corporation or the Person which acquires by sale, conveyance, transfer, lease or disposition all or substantially all of the assets of the Issuer (if other than the Issuer) shall be a corporation organized under the laws of the United States of America or any State thereof or the District of Columbia, and shall expressly assume, by supplemental indenture, in form satisfactory to the Trustee, executed and delivered to the Trustee by such corporation pursuant to Article Eight hereof, all of the payment obligations of the Issuer pursuant to this Indenture and the Securities of all series and Coupons, if any, appertaining thereto and the due and punctual performance of every covenant of this Indenture on the part of the Issuer to be performed or observed; (ii) immediately after giving effect to such merger, consolidation, sale, conveyance, transfer, lease or disposition and treating any Debt which becomes an obligation of the Issuer as a result of such transaction as having been incurred by the Issuer at the time of such transaction, no Default or Event of Default shall have occurred and be continuing.

Covenant of the Issuer Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions. The Issuer covenants that it will not merge with or into or consolidate with any Person or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its assets to any Person and the Issuer shall not permit any Person to consolidate with or merge into the Issuer or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its assets to the Issuer, Issuer unless (i) either the Issuer (in the case of a merger) shall be the continuing corporation, or the successor corporation or the Person which that acquires by sale, conveyance, transfer, lease or disposition all or substantially all of the assets of the Issuer (if other than the Issuer) shall be a corporation organized under the laws of the United States of America or any State thereof or the District of Columbia, and shall expressly assume, by supplemental indenture, in form satisfactory to the Trustee, executed and delivered to the Trustee by such corporation pursuant to Article Eight hereof, all of the payment obligations of the Issuer pursuant to this Indenture and the Securities of all series and Coupons, if any, appertaining thereto Senior Notes and the due and punctual performance of every any covenant of this Indenture on the part of the Issuer to be performed or observed; (ii) immediately after giving effect to such merger, consolidation, sale, conveyance, transfer, lease or disposition transaction and treating any Debt which becomes an obligation of the Issuer or any Subsidiary of the Issuer as a result of such transaction thereof as having been incurred by the Issuer or such Subsidiary at the time of such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) if, as a result of any such transaction, property or assets of the Issuer or Capital Stock of PT-FI or a Restricted PT-FI Transferee would become subject to a Lien prohibited by Section 3.8 hereof, the Issuer shall have secured the Senior Notes as required by said Section 3.8; and (iv) the Issuer has delivered to the Trustee an Officers' Certificate and Opinion of Counsel, each stating that such transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with this Indenture and that all conditions precedent provided for herein relating to such transaction have been complied with."