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

Issuer and Guarantor May Consolidate, Etc., Only on Certain Terms. Neither the Issuer nor the Guarantor shall consolidate with or merge or amalgamate into another Person or sell all or substantially all its assets to another Person, or purchase all or substantially all the assets of another Person, unless: (1) either the Issuer or the Guarantor is the continuing Person, or the successor Person (if other than the Issuer or the Guarantor) is a corporation or limited liability company organized and existing under the laws of the United States of America, any state thereof, the District of Columbia, Bermuda, the Cayman Islands, Barbados or any country or state which is a member of the Organisation for Economic Co-operation and Development and expressly assumes by supplemental indenture the obligations and covenants evidenced by the Indenture and the Securities, (2) immediately thereafter, the Issuer, the Guarantor or the successor Person (if other than the Issuer or the Guarantor) would not be in default in the performance of any covenant or condition contained herein, and (3) an Officer’s Certificate and an Opinion of Counsel are delivered to the Trustee, each (a) stating that such transaction and any supplemental indenture pertaining thereto, comply with Article VIII and this Article IX, respectively, and (b) otherwise complying with Section 11.5.

Issuer and Guarantor May Consolidate, Etc., Only on Certain Terms. Neither the Issuer nor the Guarantor shall consolidate with or merge or amalgamate into another Person or sell other than for cash all or substantially all its assets to another Person, or purchase all or substantially all the assets of another Person, unless: (1) either the Issuer or the Guarantor is the continuing Person, or the successor Person (if other than the Issuer or the Guarantor) expressly assumes by supplemental indenture the obligations and covenants evidenced by the Indenture and the Securities (in which case, the Issuer or the Guarantor, as applicable, will be discharged therefrom), (2) if the Issuer or the Guarantor is not the continuing Person, the successor Person shall be a corporation or limited liability company organized and existing under the laws of the United States of America, any state thereof, the District of Columbia, Bermuda, the Cayman Islands, Barbados or any country or state which is a member of the Organisation Organization for Economic Co-operation Cooperation and Development and expressly assumes by supplemental indenture the obligations and covenants evidenced by the Indenture and the Securities,Development; (23) immediately thereafter, the Issuer, the Guarantor or the successor Person (if other than the Issuer or the Guarantor) would not be in default in the performance of any covenant or condition contained herein, and (34) an Officer’s a specified Officers’ Certificate and an Opinion of Counsel are delivered to the Trustee, each (a) stating that such transaction and any supplemental indenture pertaining thereto, comply with Article VIII and this Article IX, respectively, and (b) otherwise complying with Section 11.5.

Issuer and Guarantor May Consolidate, Etc., Only on Certain Terms. Neither the Issuer nor the Guarantor shall consolidate with or merge into or amalgamate into with another Person or sell sell, assign, transfer, lease or otherwise convey all or substantially all its assets to another Person, or purchase all or substantially all the assets of another Person, unless: (1) . either the Issuer or the Guarantor is the continuing Person, or the successor Person (if other than the Issuer or the Guarantor) expressly assumes by supplemental indenture the obligations and covenants evidenced by the Indenture and the Securities (in which case, the Issuer or the Guarantor, as applicable, will be discharged therefrom except in the case of a lease), 2. if the Issuer or the Guarantor is not the continuing Person, the successor Person shall be a corporation corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any state or territory thereof, the District of Columbia, Bermuda, the Cayman Islands, Barbados or any country or state (or political subdivision thereof) which is a member of the Organisation Organization for Economic Co-operation Cooperation and Development and expressly assumes by supplemental indenture the obligations and covenants evidenced by the Indenture and the Securities,Development; (2) 3. immediately thereafter, the Issuerno Event of Default, the Guarantor and no event which, after notice of lapse of time or the successor Person (if other than the Issuer or the Guarantor) both, would not become an Event of Default, shall have happened and be in default in the performance of any covenant or condition contained hereincontinuing, and (3) an 4. a specified Officer’s Certificate and an Opinion of Counsel are delivered to the Trustee, each (a) stating that such transaction and any supplemental indenture pertaining thereto, comply with Article VIII and this Article IX, respectively, and (b) otherwise complying with Section 11.5.