Issuer May Consolidate, etc. (a) The Issuer shall not consolidate or merge with or into any other Person, unless:
Issuer May Consolidate, etc. (a) The Issuer shall not consolidate or merge with or into any other Person, unless the Insurer consents thereto and:
Issuer May Consolidate, etc. ONLY ON CERTAIN TERMS.
Issuer May Consolidate, etc on Certain Terms. Subject to the provisions of Section 9.02, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance or lease (or successive sales, conveyances or leases) of all or substantially all of the property of the Issuer, to any other Person (whether or not affiliated with the Issuer), authorized to acquire and operate the same and that shall be organized under the laws of the United States of America, any state thereof or the District of Columbia; provided, however, that upon any such consolidation, merger, sale, conveyance or lease, the due and punctual payment of the principal of and premium, if any, and interest on all of 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 by the Issuer, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the Person (if other than the Issuer) formed by such consolidation, or into which the Issuer shall have been merged, or by the Person that shall have acquired or leased such property, and such supplemental indenture shall provide for conversion rights (if applicable).
Issuer May Consolidate, etc. ONLY ON CERTAIN TERMS. (a) The Issuer shall not consolidate or merge with or into any other Person, unless
Issuer May Consolidate, etc and Purchases of Assets ---------------------------------------------------- Only on Certain Terms. ----------------------
Issuer May Consolidate, etc. ONLY ON CERTAIN TERMS. The Issuer shall not consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless:
Issuer May Consolidate, etc on Certain Terms 30 Section 8.03 . Successor Corporation to Be Substituted 30 Section 8.04 . Opinion of Counsel to Be Given to Trustee 31 CONVERSION OF NOTES Section 9.01 . Conversion Privilege 31
Issuer May Consolidate, etc. Only on Certain --------------------------------------------- Terms. -----
Issuer May Consolidate, etc on Certain Terms. The Issuer covenants that it will not merge or consolidate with any other corporation or sell or convey (including by way of lease) all or substantially all of its assets to any Person, unless (a) either the Issuer shall be the continuing corporation, or the successor corporation or the Person which acquires by sale or conveyance substantially all the assets of the Issuer (if other than the Issuer) shall expressly assume the due and punctual payment of the principal of and interest on all the Securities and Coupons, 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 Issuer, including, without limitation, the conversion rights, if any, provided for in accordance with Article 14, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such corporation or entity, and shall be a corporation or entity organized under the laws of the United States of America or any State thereof or a corporation or entity not organized under such laws which shall agree, in form satisfactory to the Trustee, (i) to subject itself to the jurisdiction of the United States district court for the Southern District of New York, and (ii) to indemnify and hold harmless the holders of all Securities or Coupons against (A) any tax, assessment or governmental charge imposed on such holders by a jurisdiction other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the making of, any payment of principal of or interest on such Securities or Coupons and which would not have been so imposed and withheld had such consolidation, merger, sale or conveyance not been made and (B) any tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance, and (b) the Issuer or such successor corporation or entity, as 57 the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition.
