Common use of Issuer May Consolidate, etc., Only on Certain Terms Clause in Contracts

Issuer May Consolidate, etc., Only on Certain Terms. The Issuer shall not consolidate with or merge or amalgamate into another Person, or sell or otherwise transfer, other than for cash, all or substantially all its assets to another Person, in each case unless: (a) either the Issuer is the continuing Person, or the successor Person (if other than the Issuer) expressly assumes by supplemental indenture the obligations and covenants evidenced by this Indenture and the Securities (in which case, the Issuer will be discharged therefrom); (b) immediately thereafter, the Issuer or the successor Person (if other than the Issuer) would not be in default in the performance of any covenant or condition contained herein; and (c) a specified Officer’s Certificate and an Opinion of Counsel are delivered to the Trustee, each (i) stating that such consolidation, merger, amalgamation, sale or other transfer, as the case may be, and any supplemental indenture pertaining thereto, comply with Articles 8 and 9, respectively, and (ii) otherwise complying with Section 11.5 herein.