Common use of Guarantor May Consolidate, Etc., Only on Certain Terms Clause in Contracts

Guarantor May Consolidate, Etc., Only on Certain Terms. The Guarantor shall not consolidate or amalgamate with or merge into any other Person (whether or not affiliated with the Guarantor), or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any other Person (whether or not affiliated with the Guarantor), and the Guarantor shall not permit any other Person (whether or not affiliated with the Guarantor) to consolidate or amalgamate with or merge into the Guarantor or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the Guarantor; unless: (1) in case the Guarantor shall consolidate or amalgamate with or merge into another Person or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person, the Person formed by such consolidation or amalgamation or into which the Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Guarantor as an entirety or substantially as an entirety shall be a Corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, Bermuda, the Cayman Islands or any other country which is on the date of this Indenture a member of the Organization for Economic Co-operation and Development or the European Union, and shall expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by the successor Person and the Company and delivered to the Trustee the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Guarantor to be performed or observed and shall provide for conversion or exchange rights in accordance with the provisions of the Securities of any series that are convertible or exchangeable into Common Stock or other securities of the Guarantor; (2) immediately after giving effect to such transaction, no Event of Default with respect to the Guarantor, or event which, after notice or lapse of time, or both, would become an Event of Default with respect to the Guarantor, shall have occurred and be continuing; and (3) either the Guarantor or the successor Person shall have delivered to the Trustee a Guarantor’s Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Guarantor May Consolidate, Etc., Only on Certain Terms. The So long as any Security remains Outstanding, the Guarantor shall not consolidate or amalgamate with or merge into any other Person (whether or not affiliated with the Guarantor), corporation or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any other Person (whether or not affiliated with the Guarantor), and the Guarantor shall not permit any other Person (whether or not affiliated with the Guarantor) to consolidate or amalgamate with or merge into the Guarantor or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the Guarantor; unless: (1) in case the Guarantor shall consolidate or amalgamate with or merge into another Person or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person, the Person corporation formed by such consolidation or amalgamation or into which the Guarantor is merged merged, or the Person which acquires by acquires, leases or is the transferee of or recipient of the conveyance or transfer, or which leases, of substantially all of the properties and assets of the Guarantor as an entirety or substantially as an entirety shall shall: (A) be a Corporation corporation or other Person organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia, Bermuda, the Cayman Islands or any other country which that is on the date of this Indenture a member of the Organization Organisation for Economic Co-operation and Development or (as the European Union, and shall same may be constituted from time to time); and (B) expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by the successor Person and the Company and delivered to the Subordinated Trustee for each series of Securities, in form reasonably satisfactory to each such Subordinated Trustee, with any amendments or revisions necessary to take account of the jurisdiction in which any such corporation or Person is organized (if other than England and Wales), (i) the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on, and any sinking fund payment in respect of, any premium and interest on and any Additional Amounts with respect to all of the Securities and Securities, (ii) the performance of every obligation in covenant of this Subordinated Indenture and of all the Outstanding Securities on the part of the Guarantor to be performed or observed and performed, (iii) such assumption shall provide for conversion that such corporation or exchange rights Person shall pay to the Holder of any Securities such additional amounts as may be necessary in accordance with the provisions order that every net payment of the principal of (and premium, if any, on) and interest, if any, and Deferred Interest, if any, on such Securities will not be less than the amounts provided for in the Securities to be then due and payable, and (iv) with respect to (iii) above such obligation shall extend to any deduction or withholding for or on account of any series that are convertible present or exchangeable into Common Stock future tax, assessment or governmental charge imposed upon such payment by the United Kingdom, Hong Kong or the country in which any such corporation or Person is organized or any district, municipality or other securities political subdivision or taxing authority thereof (subject to the limitations set forth in Section 10.08 in respect of the Guarantorpayment of Additional Amounts as applied to such country); (2) immediately after giving effect to such transaction, no Event of Default, Payment Default, Perpetual Security Default or Payment Event with respect to the Guarantorany series of Securities, or and no event which, after notice or lapse of time, time or both, would become an Event of Default, Payment Default, Perpetual Security Default or Payment Event with respect to the Guarantorany series of Securities, shall have occurred and be continuing; and (3) either the Guarantor or the successor Person shall have delivered to the Subordinated Trustee a Guarantor’s Officer’s for each series of Securities an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, amalgamation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, and such supplemental indenture evidencing the assumption by such corporation or Person comply with this Article Subordinated Indenture and that all conditions precedent herein provided for in this Subordinated Indenture relating to such transaction have been complied with.

Guarantor May Consolidate, Etc., Only on Certain Terms. The Guarantor shall not consolidate or amalgamate with or merge into any other Person (whether or not affiliated with the Guarantor), or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any other Person (whether or not affiliated with the Guarantor), and the Guarantor shall not permit any other Person (whether or not affiliated with the Guarantor) to consolidate or amalgamate with or merge into the Guarantor or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the Guarantor; unless: (1) in case the Guarantor shall consolidate or amalgamate with or merge into another Person or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person, the Person formed by such consolidation or amalgamation or into which the Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Guarantor as an entirety or substantially as an entirety shall be a Corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, Bermuda, Bermuda or the Cayman Islands Islands, or any other country which is on the date of this Indenture a member of the Organization for Economic Co-operation Cooperation and Development or the European UnionDevelopment, and shall expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by the successor Person and the Company and delivered to the Trustee the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Guarantor to be performed or observed and shall provide for conversion or exchange rights in accordance with the provisions of the Securities of any series that are convertible or exchangeable into Common Stock or other securities of the Guarantorsecurities; (2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Guarantor or a Subsidiary as a result of such transaction as having been incurred by the Guarantor or such Subsidiary at the time of such transaction, no Event of Default with respect to the Guarantor, or event which, after notice or lapse of time, or both, would become an Event of Default with respect to the GuarantorDefault, shall have occurred and be continuing; and (3) either the Guarantor or the successor Person shall have delivered to the Trustee a Guarantor’s Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Guarantor May Consolidate, Etc., Only on Certain Terms. The So long as any Security remains Outstanding, the Guarantor shall not consolidate or amalgamate with or merge into any other Person (whether or not affiliated with the Guarantor), corporation or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any other Person (whether or not affiliated with the Guarantor), and the Guarantor shall not permit any other Person (whether or not affiliated with the Guarantor) to consolidate or amalgamate with or merge into the Guarantor or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the Guarantor; unless: (1) in case the Guarantor shall consolidate or amalgamate with or merge into another Person or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person, the Person corporation formed by such consolidation or amalgamation or into which the Guarantor is merged merged, or the Person which acquires by acquires, leases or is the transferee of or recipient of the conveyance or transfer, or which leases, of substantially all of the properties and assets of the Guarantor as an entirety or substantially as an entirety shall shall: (A) be a Corporation corporation or other Person organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia, Bermuda, the Cayman Islands or any other country which that is on the date of this Indenture a member of the Organization Organisation for Economic Co-operation and Development or (as the European Union, and shall same may be constituted from time to time); and (B) expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by the successor Person and the Company and delivered to the Senior Trustee for each series of Securities, in form reasonably satisfactory to each such Senior Trustee, with any amendments or revisions necessary to take account of the jurisdiction in which any such corporation or Person is organized (if other than England and Wales), (i) the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on, and any sinking fund payment in respect of, any premium and interest on and any Additional Amounts with respect to all of the Securities and Securities, (ii) the performance of every obligation in covenant of this Senior Indenture and of all the Outstanding Securities on the part of the Guarantor to be performed or observed and performed, (iii) such assumption shall provide for conversion that such corporation or exchange rights Person shall pay to the Holder of any Securities such additional amounts as may be necessary in accordance with the provisions order that every net payment of the principal of (and premium, if any, on) and interest, if any, on such Securities will not be less than the amounts provided for in the Securities to be then due and payable, and (iv) with respect to (iii) above such obligation shall extend to any deduction or withholding for or on account of any series that are convertible present or exchangeable into Common Stock future tax, assessment or governmental charge imposed upon such payment by the United Kingdom, Hong Kong or the country in which any such corporation or Person is organized or any district, municipality or other securities political subdivision or taxing authority thereof (subject to the limitations set forth in Section 10.08 in respect of the Guarantorpayment of Additional Amounts as applied to such country); (2) immediately after giving effect to such transaction, no Event of Default with respect to the Guarantorany series of Securities, or and no event which, after notice or lapse of time, time or both, would become an Event of Default with respect to the Guarantorany series of Securities, shall have occurred and be continuing; and (3) either the Guarantor or the successor Person shall have corporation has delivered to the Senior Trustee a Guarantor’s Officer’s for each series of Securities an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, amalgamation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, and such supplemental indenture evidencing the assumption by such corporation or Person comply with this Article Senior Indenture and that all conditions precedent herein provided for in this Senior Indenture relating to such transaction have been complied with.

Guarantor May Consolidate, Etc., Only on Certain Terms. The Guarantor shall not consolidate or amalgamate with or merge into any other Person (whether or not affiliated with the Guarantor), or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any other Person (whether or not affiliated with the Guarantor), and the Guarantor shall not permit any other Person (whether or not affiliated with the Guarantor) to consolidate or amalgamate with or merge into the Guarantor or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the Guarantor; unless: (1) in case the Guarantor shall consolidate or amalgamate with or merge into another Person or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person, the Person formed by such consolidation or amalgamation or into which the Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Guarantor as an entirety or substantially as an entirety shall be a Corporation corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, Bermuda, the Cayman Islands or any other country which is on the date of this Supplemental Indenture a member of the Organization for Economic Co-operation Cooperation and Development or the European UnionDevelopment, and shall expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by the successor Person and the Company Issuer and delivered to the Trustee the due and punctual payment of the principal Principal of, any premium and interest on and any Additional Amounts with respect to all the Debt Securities and the performance of every obligation in this Indenture and the Outstanding Debt Securities on the part of the Guarantor to be performed or observed and shall provide for conversion or exchange rights in accordance with the provisions of the Securities of any series that are convertible or exchangeable into Common Stock or other securities of the Guarantorobserved; (2) immediately after giving effect to such transaction, no Event of Default with respect to the Guarantor, or event which, after notice or lapse of time, or both, would become an Event of Default with respect to the GuarantorDefault, shall have occurred and be continuing; and (3) either the Guarantor or the successor Person shall have delivered to the Trustee a Guarantor’s Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture are authorized and comply with this Article the Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with.

Guarantor May Consolidate, Etc., Only on Certain Terms. The Guarantor shall not consolidate or amalgamate with or merge into any other Person (whether or not affiliated with the Guarantor), or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any other Person (whether or not affiliated with the Guarantor), and the Guarantor shall not permit any other Person (whether or not affiliated with the Guarantor) to consolidate or amalgamate with or merge into the Guarantor or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the Guarantor; unless: (1) in case the Guarantor shall consolidate or amalgamate with or merge into another Person or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person, the Person formed by such consolidation or amalgamation or into which the Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Guarantor as an entirety or substantially as an entirety shall be a Corporation corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, Bermuda, the Cayman Islands or any other country which is on the date of this Supplemental Indenture a member of the Organization for Economic Co-operation Cooperation and Development or the European UnionDevelopment, and shall expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by the successor Person and the Company and delivered to the Trustee the due and punctual payment of the principal Principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Guarantor to be performed or observed and shall provide for conversion or exchange rights in accordance with the provisions of the Securities of any series that are convertible or exchangeable into Common Stock or other securities of the Guarantorobserved; (2) immediately after giving effect to such transaction, no Event of Default with respect to the Guarantor, or event which, after notice or lapse of time, or both, would become an Event of Default with respect to the GuarantorDefault, shall have occurred and be continuing; and (3) either the Guarantor or the successor Person shall have delivered to the Trustee a Guarantor’s Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture are authorized and comply with this Article the Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with.

Guarantor May Consolidate, Etc., Only on Certain Terms. The Guarantor shall not consolidate or amalgamate with or merge into any other Person (whether or not affiliated with the Guarantor), or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any other Person (whether or not affiliated with the Guarantor), and the Guarantor shall not permit any other Person (whether or not affiliated with the Guarantor) to consolidate or amalgamate with or merge into the Guarantor or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the Guarantor; unless: (1a) in case the Guarantor shall consolidate or amalgamate with or merge into another Person or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person, the Person formed by such consolidation or amalgamation or into which the Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Guarantor as an entirety or substantially as an entirety shall be a Corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, Bermuda, the Cayman Islands or any other country which is on the date of this Indenture a member of the Organization for of Economic Co-operation Cooperation and Development or the European UnionDevelopment, and shall expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by the successor Person and the Company and delivered to the Trustee the due and punctual payment of the principal of, any premium and interest (including any Additional Interest) on and any Additional Amounts and Additional Sums with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Guarantor to be performed or observed and shall provide for conversion or exchange rights in accordance with the provisions of the Securities of any series that are convertible or exchangeable into Common Stock or other securities of the Guarantorsecurities; (2b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Guarantor or a Subsidiary as a result of such transaction as having been incurred by the Guarantor or such Subsidiary at the time of such transaction, no Event of Default with respect to the Guarantor, or event which, after notice or lapse of time, or both, would become an Event of Default with respect to the Guarantor, shall have occurred and be continuing; (c) in the case of the Securities of a series issued to a PartnerRe Trust, such transaction is permitted under the related Guarantee Agreement and does not give rise to any breach or violation of such Guarantee Agreement; and (3d) either the Guarantor or the successor Person shall have delivered to the Trustee a Guarantor’s Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.