Common use of Issuer May Consolidate on Certain Terms Clause in Contracts

Issuer May Consolidate on Certain Terms. The Issuer shall not consolidate with or merge into any other Person (in a transaction in which the Issuer is not the surviving corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless (a) the Person formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Issuer substantially as an entirety shall be (i) a corporation, limited liability company, partnership or trust, (ii) shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and (iii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Issuer to be performed, 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 which shall have acquired the Issuer’s assets; (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (c) the Issuer has delivered to the Trustee an 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. The conditions of (a)(ii) above shall not apply in the case of a corporation or entity not organized under the laws of the United States of America, any State thereof or the District of Columbia 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 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 or interest on such Securities 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. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of the Issuer with one of its affiliates, if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Issuer’s State of incorporation or convert the Issuer’s form of organization to another form, or (ii) the merger of the Issuer with or into a single direct or indirect wholly owned Subsidiary pursuant to Section 251(g) (or any successor provision) of the General Corporation Law of the State of Delaware. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor of such transaction, or the acquisition by the Issuer, by purchase or otherwise, of all or any part of the property of any other Person (whether or not affiliated with the Issuer).

Issuer May Consolidate on Certain Terms. The Subject to the provisions of Section 10.02, the Issuer shall not not, in a single transaction or a series of related transactions, consolidate with, or sell, lease or convey all or substantially all of its property and assets to, or merge with or merge into into, any other Person (in a transaction in which whether or not affiliated with the Issuer), unless: (i) the Issuer is not the surviving corporationcontinuing entity, or the successor (if other than the Issuer) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless (a) the Person formed by such or resulting from any consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer, merger or which leases, shall have received the properties and transfer of assets of the Issuer substantially as an entirety shall be (i) a corporation, limited liability company, partnership or trust, (ii) shall be an entity organized and validly existing under the laws of the United States of America, any State state thereof or the District of Columbia and (iii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, assume the due and punctual payment of the principal of and any premium of, and interest on on, all of the Securities Notes, and the due and punctual performance or and observance of every covenant all of the covenants and conditions in the Notes and this Indenture on the part of to be performed or satisfied by the Issuer (including, without limitations, the obligation to be performed, convert Notes in accordance with the provisions of Article 13 hereof) by a supplemental indenture reasonably satisfactory in form to the Trustee, Trustee executed and delivered to the TrusteeTrustee by such successor; (ii) if as a result of any such consolidation, sale, lease, conveyance or merger, the Notes become convertible into common stock or other securities issued by the a Person (if that is other than the Issuer) formed by Issuer or such consolidation or into which successor Person, such Person shall fully and unconditionally guarantee all obligations under the Issuer shall have been merged or by the Person which shall have acquired the Issuer’s assetsNotes and this Indenture; (biii) immediately after giving effect to such the transaction and treating any indebtedness which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer or such Subsidiary at the time of such transactiondescribed above, no Event of Default, and no Default or event which, after notice or lapse of time time, or both, would become an Event of Default, shall have happened has occurred and be is continuing; and (civ) the Issuer has delivered to the Trustee an Officer’s the Officers’ Certificate and an Opinion of Counsel, each stating that such consolidationif any, 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. The conditions of (a)(ii) above shall not apply in the case of a corporation or entity not organized under the laws of the United States of America, any State thereof or the District of Columbia 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 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 or interest on such Securities 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. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of the Issuer with one of its affiliates, if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Issuer’s State of incorporation or convert the Issuer’s form of organization to another form, or (ii) the merger of the Issuer with or into a single direct or indirect wholly owned Subsidiary requested pursuant to Section 251(g) (or any successor provision) of the General Corporation Law of the State of Delaware. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor of such transaction, or the acquisition by the Issuer, by purchase or otherwise, of all or any part of the property of any other Person (whether or not affiliated with the Issuer)15.03.

Issuer May Consolidate on Certain Terms. The Subject to the provisions of Section 10.02, the Issuer shall not not, in a single transaction or a series of related transactions, consolidate with, or sell, lease or convey all or substantially all of its property and assets to, or merge with or merge into into, any other Person (in a transaction in which whether or not affiliated with the Issuer), unless: (i) the Issuer is not the surviving corporationcontinuing entity, or the successor (if other than the Issuer) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless (a) the Person formed by such or resulting from any consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer, merger or which leases, shall have received the properties and transfer of assets of the Issuer substantially as an entirety shall be (i) a corporation, limited liability company, partnership or trust, (ii) shall be an entity organized and validly existing under the laws of the United States of America, any State state thereof or the District of Columbia and (iii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, assume (x) the due and punctual payment of the principal of and any premium of, and interest on on, all of the Securities Notes, and the due and punctual performance or and observance of every covenant all of the covenants and conditions in the Notes and this Indenture on the part of to be performed or satisfied by the Issuer (including, without limitations, the obligation to be performed, convert Notes in accordance with the provisions of Article 13 hereof) by a supplemental indenture reasonably satisfactory in form to the TrusteeTrustee and (y) all of the obligations of the Issuer under the Registration Rights Agreement by a supplemental agreement, in each case, executed and delivered to the TrusteeTrustee by such successor; (ii) if as a result of any such consolidation, sale, lease, conveyance or merger, the Notes become convertible into common shares or other securities issued by the a Person (if that is other than the Issuer) formed by Issuer or such consolidation or into which successor Person, such Person shall fully and unconditionally guarantee all obligations under the Issuer shall have been merged or by the Person which shall have acquired the Issuer’s assetsNotes and this Indenture; (biii) immediately after giving effect to such the transaction and treating any indebtedness which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer or such Subsidiary at the time of such transactiondescribed above, no Event of Default, and no Default or event which, after notice or lapse of time time, or both, would become an Event of Default, shall have happened has occurred and be is continuing; and (civ) the Issuer has delivered to the Trustee an Officer’s the Officers’ Certificate and an Opinion of Counsel, each stating that such consolidationif any, 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. The conditions of (a)(ii) above shall not apply in the case of a corporation or entity not organized under the laws of the United States of America, any State thereof or the District of Columbia 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 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 or interest on such Securities 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. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of the Issuer with one of its affiliates, if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Issuer’s State of incorporation or convert the Issuer’s form of organization to another form, or (ii) the merger of the Issuer with or into a single direct or indirect wholly owned Subsidiary requested pursuant to Section 251(g) (or any successor provision) of the General Corporation Law of the State of Delaware. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor of such transaction, or the acquisition by the Issuer, by purchase or otherwise, of all or any part of the property of any other Person (whether or not affiliated with the Issuer)15.03.

Issuer May Consolidate on Certain Terms. The Subject to the provisions of Section 10.02, the Issuer shall not not, in a single transaction or a series of related transactions, consolidate with, or sell, lease or convey all or substantially all of its property and assets to, or merge with or merge into into, any other Person (in a transaction in which whether or not affiliated with the Issuer), unless: (i) the Issuer is not the surviving corporationcontinuing entity, or the successor (if other than the Issuer) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless (a) the Person formed by such or resulting from any consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer, merger or which leases, shall have received the properties and transfer of assets of the Issuer substantially as an entirety shall be (i) a corporation, limited liability company, partnership or trust, (ii) shall be an entity organized and validly existing under the laws of the United States of America, any State state thereof or the District of Columbia and (iii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, assume (x) the due and punctual payment of the principal of and any premium of, and interest on on, all of the Securities Notes, and the due and punctual performance or and observance of every covenant all of the covenants and conditions in the Notes and this Indenture on the part of to be performed or satisfied by the Issuer (including, without limitations, the obligation to be performed, convert Notes in accordance with the provisions of Article 13 hereof) by a supplemental indenture reasonably satisfactory in form to the TrusteeTrustee and (y) all of the obligations of the Issuer under the Registration Rights Agreement by a supplemental agreement, in each case, executed and delivered to the TrusteeTrustee by such successor; (ii) if as a result of any such consolidation, sale, lease, conveyance or merger, the Notes become convertible into common stock or other securities issued by the a Person (if that is other than the Issuer) formed by Issuer or such consolidation or into which successor Person, such Person shall fully and unconditionally guarantee all obligations under the Issuer shall have been merged or by the Person which shall have acquired the Issuer’s assetsNotes and this Indenture; (biii) immediately after giving effect to such the transaction and treating any indebtedness which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer or such Subsidiary at the time of such transactiondescribed above, no Event of Default, and no Default or event which, after notice or lapse of time time, or both, would become an Event of Default, shall have happened has occurred and be is continuing; and (civ) the Issuer has delivered to the Trustee an Officer’s the Officers’ Certificate and an Opinion of Counsel, each stating that such consolidationif any, 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. The conditions of (a)(ii) above shall not apply in the case of a corporation or entity not organized under the laws of the United States of America, any State thereof or the District of Columbia 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 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 or interest on such Securities 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. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of the Issuer with one of its affiliates, if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Issuer’s State of incorporation or convert the Issuer’s form of organization to another form, or (ii) the merger of the Issuer with or into a single direct or indirect wholly owned Subsidiary requested pursuant to Section 251(g) (or any successor provision) of the General Corporation Law of the State of Delaware. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor of such transaction, or the acquisition by the Issuer, by purchase or otherwise, of all or any part of the property of any other Person (whether or not affiliated with the Issuer)15.03.

Issuer May Consolidate on Certain Terms. The Subject to the provisions of Section 10.02, the Issuer shall not not, in a single transaction or a series of related transactions, consolidate with, or sell, lease or convey all or substantially all of its property and assets to, or merge with or merge into into, any other Person (in a transaction in which whether or not affiliated with the Issuer), unless: (i) the Issuer is not the surviving corporationcontinuing entity, or the successor (if other than the Issuer) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless (a) the Person formed by such or resulting from any consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer, merger or which leases, shall have received the properties and transfer of assets of the Issuer substantially as an entirety shall be (i) a corporation, limited liability company, partnership or trust, (ii) shall be an entity organized and validly existing under the laws of the United States of America, any State state thereof or the District of Columbia and (iii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, assume (x) the due and punctual payment of the principal of and any premium of, and interest on on, all of the Securities Notes, and the due and punctual performance or and observance of every covenant all of the covenants and conditions in the Notes and this Indenture on the part of to be performed or satisfied by the Issuer (including, without limitations, the obligation to be performed, convert Notes in accordance with the provisions of Article 13 hereof) by a supplemental indenture reasonably satisfactory in form to the TrusteeTrustee and (y) all of the obligations of the Issuer under the Registration Rights Agreement by a supplemental agreement, in each case, executed and delivered to the TrusteeTrustee by such successor; (ii) if as a result of any such consolidation, sale, lease, conveyance or merger, the Notes become convertible into common stock or other securities issued by the a Person (if that is other than the Issuer) formed by Issuer or such consolidation or into which successor Person, such Person shall fully and unconditionally guarantee all obligations under the Issuer shall have been merged or by the Person which shall have acquired the Issuer’s assetsNotes and this Indenture; (biii) immediately after giving effect to such the transaction and treating any indebtedness which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer or such Subsidiary at the time of such transactiondescribed above, no Event of Default, and no Default or event which, after notice or lapse of time time, or both, would become an Event of Default, shall have happened has occurred and be is continuing; and (civ) the Issuer has delivered to the Trustee an Officer’s the Officers’ Certificate and an Opinion of Counsel, each stating that such consolidationif any, mergerrequested pursuant to Section 15.03. For purposes of this Section 10.01, notwithstanding the foregoing, none of (i) the sale, distribution, disposition or transfer of the capital stock of the Guarantor, (ii) the conveyance, transfer or lease andby the Guarantor of all or substantially all of its properties and assets, if whether in one transaction or a supplemental indenture is required series of transactions, or (iii) the conveyance, transfer or lease by the Issuer of all or substantially all of the properties and assets of the Guarantor, whether in connection with such transactionone transaction or a series of transactions, such supplemental indenture comply with this Article and shall constitute a sale, lease or conveyance of all or substantially all of the assets of the Issuer to any Person, provided that all conditions precedent herein provided for relating to such any transaction have been complied with. The conditions of (a)(ii) above shall not apply described in the case of a corporation or entity not organized under the laws of the United States of America, any State thereof or the District of Columbia which shall agree, in form satisfactory to the Trustee, foregoing clauses (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 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 or interest on such Securities 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. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of the Issuer with one of its affiliates, if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Issuer’s State of incorporation or convert the Issuer’s form of organization to another form, or (iiiii) the merger of the Issuer with or into a single direct or indirect wholly owned Subsidiary pursuant to Section 251(g) (or any successor provision) of the General Corporation Law of the State of Delaware. Nothing contained is conducted in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor of such transaction, or the acquisition by the Issuer, by purchase or otherwise, of all or any part of the property of any other Person (whether or not affiliated with the Issuer)an arm’s length transaction at fair market value.

Issuer May Consolidate on Certain Terms. The Issuer shall not consolidate with or merge into any other Person (in a transaction in which the Issuer is not the surviving corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless (a) the Person formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Issuer substantially as an entirety shall be (i) a corporation, limited liability company, partnership or trust, (ii) shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and (iii) shall expressly assume, by an indenture supplemental hereto, executed and delivered Subject to the Trusteeprovisions of Section 10.02, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Issuer to be performed, 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 which shall have acquired the Issuer’s assets; (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (c) the Issuer has delivered to the Trustee an 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. The conditions of (a)(ii) above shall not apply in the case of a corporation or entity not organized under the laws of the United States of America, any State thereof or the District of Columbia which shall agreenot, in form satisfactory to the Trusteea single transaction or a series of related transactions, (i) to subject itself to the jurisdiction consolidate with, or sell, lease or convey all or substantially all of the United States district court for the Southern District of New York its property and (ii) to indemnify and hold harmless the holders of all Securities 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 assets to, and withheld on the making of, any payment of principal or interest on such Securities 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. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of the Issuer with one of its affiliates, if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Issuer’s State of incorporation or convert the Issuer’s form of organization to another form, or (ii) the merger of the Issuer merge with or into a single direct or indirect wholly owned Subsidiary pursuant to Section 251(g) (or any successor provision) of the General Corporation Law of the State of Delaware. Nothing contained in this Article shall apply tointo, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor of such transaction, or the acquisition by the Issuer, by purchase or otherwise, of all or any part of the property of any other Person (whether or not affiliated with the Issuer), unless: (i) the Issuer is the continuing entity, or the successor (if other than the Issuer) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall be an entity organized and existing under the laws of the U.S., any state thereof or the District of Columbia and shall expressly assume (x) the due and punctual payment of the principal of, and interest on, all of the Notes, and the due and punctual performance and observance of all of the covenants and conditions in the Notes and this Indenture to be performed or satisfied by the Issuer (including, without limitations, the obligation to convert Notes in accordance with the provisions of Article 13 hereof) by a supplemental indenture reasonably satisfactory in form to the Trustee and (y) all of the obligations of the Issuer under the Registration Rights Agreement by a supplemental agreement, in each case, executed and delivered to the Trustee by such successor; (ii) if as a result of any such consolidation, sale, lease, conveyance or merger, the Notes become convertible into common stock or other securities issued by a Person that is other than the Issuer or such successor Person, such Person shall fully and unconditionally guarantee all obligations under the Notes and this Indenture; (iii) immediately after giving effect to the transaction described above, no Event of Default or event which, after notice or lapse of time, or both, would become an Event of Default, has occurred and is continuing; and (iv) the Issuer has delivered to the Trustee the Officers’ Certificate and Opinion of Counsel, if any, requested pursuant to Section 15.05.

Issuer May Consolidate on Certain Terms. The Subject to the provisions of Section 10.2, the Issuer shall not not, in a single transaction or a series of related transactions, consolidate with, or sell, lease or convey all or substantially all of its property and assets to, or merge with or merge into into, any other Person (in a transaction in which whether or not affiliated with the Issuer), unless: (i) the Issuer is not the surviving corporationcontinuing entity, or the successor (if other than the Issuer) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless (a) the Person formed by such or resulting from any consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer, merger or which leases, shall have received the properties and transfer of assets of the Issuer substantially as an entirety shall be (i) a corporation, limited liability company, partnership or trust, (ii) shall be an entity organized and validly existing under the laws of the United States of America, any State state thereof or the District of Columbia and (iii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, assume (x) the due and punctual payment of the principal of and any premium of, and interest on on, all of the Securities Notes, and the due and punctual performance or and observance of every covenant all of the covenants and conditions in the Notes and this Indenture on the part of to be performed or satisfied by the Issuer (including, without limitations, the obligation to be performed, convert Notes in accordance with the provisions of Article 13 hereof) by a supplemental indenture reasonably satisfactory in form to the TrusteeTrustee and (y) all of the obligations of the Issuer under the Registration Rights Agreement by a supplemental agreement, in each case, executed and delivered to the TrusteeTrustee by such successor; (ii) if as a result of any such consolidation, sale, lease, conveyance or merger, the Notes become convertible into common shares or other securities issued by the a Person (if that is other than the Issuer) formed by Issuer or such consolidation or into which successor Person, such Person shall fully and unconditionally guarantee all obligations under the Issuer shall have been merged or by the Person which shall have acquired the Issuer’s assetsNotes and this Indenture; (biii) immediately after giving effect to such the transaction and treating any indebtedness which becomes an obligation of the Issuer or any Subsidiary as a result of such transaction as having been incurred by the Issuer or such Subsidiary at the time of such transactiondescribed above, no Event of Default, and no Default or event which, after notice or lapse of time time, or both, would become an Event of Default, shall have happened has occurred and be is continuing; and (civ) the Issuer has delivered to the Trustee an Officer’s the Officers’ Certificate and an Opinion of Counsel, each stating that such consolidationif any, 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. The conditions of (a)(ii) above shall not apply in the case of a corporation or entity not organized under the laws of the United States of America, any State thereof or the District of Columbia 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 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 or interest on such Securities 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. The restrictions in this Section 9.01 shall not apply to (i) the merger or consolidation of the Issuer with one of its affiliates, if the Board of Directors determines in good faith that the purpose of such transaction is principally to change the Issuer’s State of incorporation or convert the Issuer’s form of organization to another form, or (ii) the merger of the Issuer with or into a single direct or indirect wholly owned Subsidiary requested pursuant to Section 251(g) (or any successor provision) of the General Corporation Law of the State of Delaware. Nothing contained in this Article shall apply to, limit or impose any requirements upon the consolidation or merger of any Person into the Issuer where the Issuer is the survivor of such transaction, or the acquisition by the Issuer, by purchase or otherwise, of all or any part of the property of any other Person (whether or not affiliated with the Issuer)15.3.