Guarantor May Consolidate, etc., on Certain Terms. Except as otherwise provided in this Section 11.4, the Guarantor may not sell, convey, transfer or otherwise dispose of all or substantially all of its property or assets to, or consolidate with or merge with or into another Person, other than the Company, unless:
Guarantor May Consolidate, etc., on Certain Terms. 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 the Guarantor shall be the continuing legal entity, or the successor legal entity or the Person which acquires by sale, lease or conveyance substantially all the assets of the Guarantor (if other than the Guarantor) shall expressly assume the due and punctual payment of the principal of and interest on all the Securities 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 Guarantor, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such successor legal entity, and (ii) 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.
Guarantor May Consolidate, etc., on Certain Terms. (a) Except as set forth in Section 5 hereto, the Guarantor agrees that it may not sell, lease, transfer, convey or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not the Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless (1) immediately after giving effect to that transaction, no Default or Event of Default exists and (2) the Person acquiring the property in any such sale, lease, transfer, conveyance or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) is organized or existing under the laws of the United States of America, any State thereof or the District of Columbia and assumes all the obligations of the Guarantor under the Indenture and the Guarantee pursuant to a supplemental indenture satisfactory to the Trustee.
Guarantor May Consolidate, etc., on Certain Terms. (1) Unless a Guarantor is released from its Note Guarantee as provided in Section 1506, such Guarantor may not (i) consolidate, amalgamate or merge with or into (whether or not the Guarantor is the surviving Person) another Person or (ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets to another Person unless:
Guarantor May Consolidate, etc., on Certain Terms. (a) Guarantor may not consolidate with or merge with or into (whether or not Guarantor is the surviving Person), another corporation, Person or entity whether or not affiliated with Guarantor unless:
Guarantor May Consolidate, etc., on Certain Terms. Subject to the provisions of Section 11.03, the Guarantor shall not, while the Guarantee is outstanding, in a single transaction or a series of related transactions, consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person, as the case may be, unless:
Guarantor May Consolidate, etc., on Certain Terms. Except as otherwise provided in this Section 11.4, a Guarantor may not sell, convey, transfer or otherwise dispose of all or substantially all of its property or assets to, or consolidate with or merge with or into another Person, other than the Company, unless: immediately after giving effect to such transaction, no Default or Event of Default exists or shall be caused by such transaction; and either: the applicable Guarantor is the surviving Person; or the Person acquiring the property or assets in any such sale, conveyance, transfer or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of the Guarantor pursuant to a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, under the Notes, this Indenture and the Note Guarantee on the terms set forth herein or therein. In case of any such consolidation, merger, sale, conveyance, transfer or disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by such Guarantor, such successor Person will succeed to and be substituted for such Guarantor with the same effect as if it had been named herein as the Guarantor; provided, however, that no such sale, conveyance, transfer or disposition shall have the effect of releasing the Person named as the "Guarantor" of this Indenture or any successor Person which shall theretofore have become such in the manner prescribed in this Article 11 from its liability as obligor on the Note Guarantee. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company, or will prevent any sale, convey...
Guarantor May Consolidate, etc., on Certain Terms. (a) Nothing contained in this Indenture or in any of the Debt Securities shall prevent any consolidation or merger of a Guarantor with or into the Company or any other Guarantor. Upon any such consolidation or merger, the Obligor Guarantee (as set forth in Section 17.2) of the Guarantor which is not the survivor of the merger or consolidation, shall be released and shall no longer have any force or effect.
Guarantor May Consolidate, etc., on Certain Terms. Except as set forth in Section 1305 and in Articles Eight and Ten hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of the Guarantor with or into the Company or shall prevent any sale or conveyance of the property of the Guarantor as an entirety or substantially as an entirety to the Company. This Indenture may be signed in any number of counterparts each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Indenture.
Guarantor May Consolidate, etc., on Certain Terms. The Guarantor covenants that it will not merge or consolidate with any other Person or sell, convey or transfer all or substantially all of its assets to any other Person (other than the Issuer), unless (i) either the Guarantor shall be the continuing corporation in the case of a merger or consolidation, or the successor corporation in the case of a merger or consolidation (if other than the Guarantor) or the Person to whom such assets are sold, conveyed or transferred in the case of a sale, conveyance or transfer 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 the full and unconditional guarantee of the full and punctual payment of the amounts due under all the Securities 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 Guarantor, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such corporation, and (ii) no Event of Default and no event which, with notice or lapse of time or both, would become an Event of Default shall have occurred and be continuing, immediately after such merger or consolidation, or such sale, conveyance or transfer. For purposes of this paragraph, any transfer of material assets of the Guarantor to any other Person that occurs as a result of, or because it is related directly or indirectly to, any proceedings relative to the Guarantor under Title 11 of the United States Code or under a receivership under Title II of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act of 2010 or under any other applicable federal or state bankruptcy, insolvency, resolution or other similar law shall be deemed to be a sale, conveyance or transfer of all or substantially all of the Guarantor’s assets.
