Common use of Effect of Merger, Consolidation, Etc Clause in Contracts

Effect of Merger, Consolidation, Etc. SECTION 93. Nothing in this Indenture shall prevent any consolidation of the Company with, or merger of the Company into, any corporation having corporate authority to carry on any of the businesses mentioned in Section 4 of this Indenture, or any conveyance, transfer or lease, subject to the lien of this Indenture, of all or substantially all the mortgaged and pledged property as an entirety to any corporation lawfully entitled to acquire or lease and operate the same; provided, how ever, and the Company covenants and agrees, that such consolidation, merger, conveyance, transfer or lease shall be upon such terms as fully to preserve and in no respect to impair the lien or security of this Indenture, or any of the rights or powers of the Trustee or the bondholders hereunder; and provided, further, that any :such lease shall be made expressly subject to immediate termination by the Company or by the Trustee at any time during the continuance of a completed default hereunder, and also by the purchaser of the property so leased at any sale thereof hereunder, whether such sale be made under the power of sale hereby conferred or under judicial proceedings; and provided further that, upon any such consolidation, merger, conveyance or transfer, or upon any such lease the term of which extends beyond the date of maturity of any of the bonds secured hereby, the due and punctual payment of the principal and interest of all said bonds according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed by an indenture with the Trustee executed and caused to be recorded by the corporation formed by such consolidation or into which such merger shall have been made, or acquiring all or substantially all the mortgaged and pledged property as an entirety, as aforesaid, or by the lessee under any such lease the term of which extends beyond the date of maturity of any of the bonds secured hereby.

Effect of Merger, Consolidation, Etc. SECTION 93Section 15.01. Nothing in this Indenture shall prevent any consolidation of the The Company may consolidate with, or merger of the Company merge into, any corporation having corporate authority to carry on any of the businesses mentioned in the first sentence of Section 4 1.04 of this Indenture, or any conveyancemay convey, transfer or lease, subject to the lien Lien of this Indenture, of all or substantially all of the mortgaged Mortgaged and pledged property Pledged Property as an entirety to any corporation lawfully entitled to acquire or lease and or operate the same; provided, how everhowever, and the Company covenants and agrees, that such consolidation, merger, conveyance, transfer or lease shall be upon such terms as fully to preserve and in no respect to impair the lien Lien or security of this Indenture, or any of the rights or powers of the Trustee Trustees or the bondholders hereunder; and provided, further, that immediately after giving effect to such transaction, no Default shall have occurred and be continuing hereunder; and provided, further, that any :such lease shall be made expressly subject to immediate termination by the Company or by the Trustee Trustees, or either of them, at any time during the continuance of a completed default Default hereunder, and also by the purchaser of the property so leased at any sale thereof hereunder, whether such sale be made under the power of sale hereby conferred or under judicial proceedings; and provided further provided, further, that, upon any such consolidation, merger, conveyance or transfer, or upon any such lease the term of which extends beyond the date of maturity of any of the bonds secured hereby, the due and punctual payment of the principal and interest of all said bonds secured hereby according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed by an indenture with the Trustee instrument in writing executed and caused delivered to be recorded the Trustees by the corporation formed by such consolidation or into which such merger shall have been made, or acquiring all or substantially all the mortgaged Mortgaged and pledged property Pledged Property as an entirety, as aforesaid, or by the lessee under any such lease the term of which extends beyond the date of maturity of any of the bonds secured hereby. No such conveyance, transfer or lease of all or substantially all of the Mortgaged and Pledged Property as an entirety shall have the effect of releasing the Company or any successor corporation that shall theretofore have become such in the manner prescribed in this Section from its liability as obligor and maker on any of the bonds secured hereby.

Effect of Merger, Consolidation, Etc. SECTION 93Sec. 12.01. Nothing in this Indenture or in any bond out- standing hereunder shall prevent any consolidation of the Company with, or merger of the Company intoor of any successor company with or into which it has been lawfully consolidated or merged, with or into any corporation corpora- tion having corporate authority to carry on any of the businesses mentioned business men- tioned in Section 4 of this Indenture1.05, or any conveyance, transfer or lease, subject to the lien of this Indenture, of all the mortgaged property as an entirety or substantially all the mortgaged and pledged property as an entirety to any corporation lawfully law- fully entitled to acquire or lease and operate the same; or to prevent successive similar consolidations, mergers, conveyances, transfers and leases to which the Company or its successor or successors shall be a party or parties; provided, how everhowever, and the Company covenants and agrees, that every such consolidation, merger, conveyance, transfer or lease shall be upon such terms as fully to preserve and in no respect to impair the lien lien, efficiency or security of this Indenture, or any of the rights or powers of the Trustee or the bondholders hereunder; and provided, further, provided further that any :such lease shall be made expressly subject to immediate termination by the Company or by the Trustee at any time during the continuance of a completed default hereunder, and also by the purchaser of the property so leased at any sale thereof hereunderhere- under, whether such sale be made under the power of sale hereby conferred or under judicial proceedings; and provided further that, upon any such consolidation, merger, conveyance or transfertrans- fer, or upon any such lease the term of which extends beyond the date of maturity of any of the bonds secured herebythen outstanding hereunder, the due and punctual payment of the principal of and interest on all of all said bonds according to their tenor tenor, and the due and punctual performance and observance of all the covenants and conditions con- ditions of this Indenture to be kept or performed by the Company Company, shall be expressly assumed by an indenture with the Trustee executed and caused to be recorded by the corporation formed by such consolidation or into which such merger shall have been made, or acquiring all or substantially all the mortgaged and pledged property as an entirety, as aforesaid, or by the lessee under any such each lease the term of which extends beyond the date of maturity of any of the bonds secured hereby; and provided further that no such con- solidation, merger, conveyance, transfer or lease shall be made except upon such terms as shall fully preserve and protect the then existing franchises of the Company, subject, however, to the provisions of subsection (3) of Section 8.05.

Effect of Merger, Consolidation, Etc. SECTION 9317.01. Nothing in this Indenture shall prevent any lawful consolidation of the Company with, or lawful merger of the Company into, any other corporation having corporate authority to carry on any of the businesses mentioned in Section 4 of this Indenture, or any conveyance, transfer or lease, subject to the lien of this Indenture, of all or substantially all the mortgaged and pledged property as an entirety to any corporation lawfully entitled to acquire or lease and operate the same; provided, how everhowever, and the Company covenants and agrees, that such consolidation, merger, conveyance, transfer or lease shall be upon such terms as fully to preserve and in no respect to impair the lien or security of this Indenture, or any of the rights or powers of the Trustee or the bondholders hereunder; and provided, further, that any :such lease shall be made expressly subject to immediate termination by the Company or by the Trustee at any time during the continuance of a completed default hereunder, and also by the purchaser of the property so leased at any sale thereof hereunder, whether such sale be made under the power of sale hereby conferred or under judicial proceedings; and provided further that, upon any such consolidation, merger, conveyance or transfer, or upon any such lease the term of which extends beyond the date of maturity of any of the bonds secured hereby, the due and punctual payment of the principal and interest of all said bonds according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed by an indenture with the Trustee executed and caused to be recorded by the corporation formed by such consolidation or into which such merger shall have been made, or acquiring all or substantially all the mortgaged and pledged property as an entirety, as aforesaid, or by the lessee under any such lease the term of which extends beyond the date of maturity of any of the bonds secured hereby.

Effect of Merger, Consolidation, Etc. SECTION 93Section 14.01. Nothing in this Indenture shall prevent any consolidation of the Company with, or merger of the Company into, any corporation having corporate authority to carry on any of the businesses mentioned in Section 4 of this Indenturethe Company, or any conveyance, transfer or lease, subject to the lien of this Indenture, of all or substantially all the mortgaged Mortgaged and pledged property Pledged Property as an entirety to any corporation lawfully entitled to acquire or lease and operate the same; provided, how everhowever, and the Company covenants and agrees, that such consolidation, merger, conveyance, transfer or lease shall be upon such terms as fully to preserve and in no respect to impair the lien lien, efficiency or security of this Indenture, or of any of the rights or powers of the Trustee or the bondholders hereunder; and provided, further, that any :such lease shall be made expressly subject to immediate termination by the Company or by the Trustee at any time during the continuance of a completed default hereunder, and also by the purchaser of the property so leased at any sale thereof hereunder, whether such sale be made under the power of sale hereby conferred or under judicial proceedings; and provided further further, that, upon any such consolidation, merger, conveyance or transfer, or upon any such lease the term of which extends beyond the date of maturity of any of the bonds secured hereby, the due and punctual payment of the principal and interest of all said bonds according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Company, shall be expressly assumed by an indenture with the Trustee executed and caused to be recorded in writing by the corporation formed by such consolidation or into which such merger shall have been made, or acquiring all or substantially all the mortgaged Mortgaged and pledged property Pledged Property as an entirety, as aforesaid, or by the lessee under any such lease the term of which extends beyond the date of maturity of any of the bonds secured hereby.

Effect of Merger, Consolidation, Etc. SECTION 93. Nothing in In case the Corporation shall, while this Indenture shall prevent Warrant remains outstanding, enter into any consolidation of with or merger into any other corporation wherein the Company withCorporation is not the surviving corporation, or merger wherein securities of a corporation other than the Company into, any corporation having corporate authority Corporation are distributable to carry on any holders of the businesses mentioned in Section 4 of this IndentureCommon Stock, or any conveyance, transfer sell or lease, subject to the lien of this Indenture, of all or substantially all the mortgaged and pledged convey its property as an entirety to any corporation lawfully entitled to acquire or lease and operate the same; provided, how eversubstantially as an entirety, and the Company covenants and agrees, that in connection with such consolidation, merger, sale or conveyance, transfer shares of stock or lease other securities shall be upon issuable or deliverable in exchange for the Common Stock, then, as a condition of such terms as fully to preserve consolidation, merger, sale or conveyance, lawful and in no respect to impair the lien or security of this Indenture, or any of the rights or powers of the Trustee or the bondholders hereunder; and provided, further, that any :such lease adequate provision shall be made expressly subject whereby the holder of this Warrant shall thereafter be entitled to immediate termination by the Company or by the Trustee at any time during the continuance of a completed default hereunder, and also by the purchaser purchase pursuant to this Warrant (in lieu of the property so leased number of shares of Common Stock which such holder would have been entitled to purchase immediately prior to such consolidation, merger, sale or conveyance) the shares of stock or other securities to which such number of shares of Common Stock would have been entitled at any the time of such consolidation, merger, sale thereof hereunderor conveyance, whether at an aggregate purchase price equal to that which would have been payable if such sale be made under the power number of sale hereby conferred or under judicial proceedings; and provided further that, upon shares of Common Stock had been purchased by exercise of this Warrant immediately prior thereto. In case of any such consolidation, merger, conveyance sale or transferconveyance, appropriate provision shall be made with respect to the rights and interests thereafter of the holders of Warrants, to the end that all the provisions of the Warrants (including without limitation the provisions of this Article IV) shall thereafter be applicable, as nearly as practicable, to such stock or other securities thereafter deliverable upon the exercise of the Warrants. The Corporation shall not effect any such lease consolidation, merger, sale or conveyance unless prior to or simultaneously with the term consummation thereof the successor corporation (if other than the Corporation) resulting from such consolidation or merger or purchasing or acquiring such assets shall assume by written instrument, executed and mailed or delivered to each holder of which extends beyond the date of maturity of any of the bonds secured herebyWarrants, the due and punctual payment obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the principal and interest foregoing provisions, such Warrantholder may be entitled to receive, which instrument shall contain the express assumption by such successor corporation of all said bonds according to their tenor and the due and punctual performance and observance of all the covenants and conditions every provision of this Indenture Warrant to be kept or performed and observed by the Company shall be expressly assumed by an indenture with the Trustee executed Corporation and caused to be recorded by the corporation formed by such consolidation or into which such merger shall have been made, or acquiring of all or substantially all the mortgaged liabilities and pledged property as an entirety, as aforesaid, or by the lessee under any such lease the term of which extends beyond the date of maturity of any obligations of the bonds secured herebyCorporation hereunder. Nothing in this Section 4.04 shall impair any otherwise available right of a Warrantholder to exercise this Warrant, whether pursuant to Section 4.06 or otherwise.

Effect of Merger, Consolidation, Etc. SECTION 93. 13.01 Nothing in this Indenture shall prevent any consolidation of the Company with, or merger of the Company into, any corporation having corporate authority to carry on own and operate the properties to be vested in it by any of the businesses mentioned in Section 4 of this Indenturesuch consolidation or merger, or shall prevent any conveyance, transfer or lease, subject to the lien of this Indenture, of all or substantially all the mortgaged and pledged property as an entirety entirety, or substantially as an entirety, to any corporation lawfully entitled to acquire or lease and operate the same; provided, how everhowever, and the Company covenants and agrees, that such consolidation, merger, conveyance, transfer or lease shall be upon such terms as fully to preserve and in no respect to impair the lien or security of this Indenture, or any of the rights or powers of the Trustee or the bondholders hereunder; and provided, further, that any :such lease shall be made expressly subject to immediate termination by the Company or by the Trustee at any time during the continuance of a completed default hereunder, and also by the purchaser of the property so leased at any sale thereof hereunder, whether such sale be made under the power of sale hereby conferred or under judicial proceedings; and provided further that, upon any such consolidation, merger, conveyance or transfer, or upon any such lease the term of which extends beyond the date of maturity of any of the bonds secured hereby, the due and punctual payment of the principal and interest of all said bonds according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall by an indenture supplemental hereto, in form satisfactory to the Trustee, executed and delivered to the Trustee, be expressly assumed by an indenture with the Trustee executed and caused to be recorded by the corporation formed by such consolidation or into which such 184 172 merger shall have been made, or acquiring all or substantially all the mortgaged and pledged property as an entirety, as aforesaid, or by the lessee under any such lease the term of which extends beyond the date of maturity of any of the bonds secured hereby.