Limitation on Consolidation, Merger or Transfer of Assets Sample Clauses

Limitation on Consolidation, Merger or Transfer of Assets. (a) None of the Company nor any Guarantor shall consolidate with, amalgamate or merge with or into, or wind up into (whether or not the Issuer is the surviving Person), or convey, sell, assign, transfer or lease or otherwise dispose of all or substantially all of its properties or assets (on a consolidated basis), in one or more related transactions, to any Person, unless: (i) the resulting, surviving or transferee Person (if not the Company) shall be a Person organized and existing under the laws of the Cayman Islands, Brazil or the United States of America, any State thereof or the District of Columbia or any other country that is a member country of the European Union or of the Organization for Economic Co-operation and Development or any other country whose long-term foreign currency-denominated debt has an Investment Grade rating from either S&P or Xxxxx’x as of the effective date of such transaction, and such Person shall expressly assume, by a supplement to this Indenture, executed and delivered to the Trustee, all obligations under the Guarantee and this Indenture; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been incurred by such Person at the time of such transaction), no Event of Default will have occurred and be continuing; and (iii) if requested by the Trustee, the Company shall have delivered an Officer’s Certificate of an authorized officer of the Company and an opinion of legal counsel, each stating that such consolidation, merger or transfer and such supplement to this Indenture, if any, comply with the Notes and this Indenture, which the Trustee will be entitled to conclusively rely on and will accept as sufficient evidence of the satisfaction of the foregoing conditions precedent, in which event it shall be conclusive and binding on the Holders. (b) Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Guarantors in accordance with clause (i) above in which a Guarantor is not the continuing obligor under the Guarantee and this Indenture, the surviving or transferor Person will succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under the Guarantee and this Indenture with the same effect as if such successor had been named as suc...

Limitation on Consolidation, Merger or Transfer of Assets. The Guarantors shall not consolidate with or merge with or into, or sell, convey, transfer or dispose of, or lease all or substantially all of its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to, any Person, unless: (i) the resulting, surviving or transferee Person (if not the Guarantors) shall be a Person organized and existing under the laws of Brazil or the United States, or any other country (or political subdivision thereof) that is a member country of the European Union or of the Organisation for Economic Co-operation and Development on the date of this Indenture, and such Person expressly assumes, by a supplemental indenture hereto, executed and delivered to the Trustee, all the obligations of the Guarantors under this Indenture and the Notes; (ii) the resulting, surviving or transferee person (if not the Guarantors), if organized and existing under the laws of a jurisdiction other than Brazil, undertakes in such supplemental indenture, (i) to pay such Additional Amounts in respect of principal (and premium, if any) and interest as may be necessary in order that every net payment made in respect of the Notes after deduction or withholding for or on account of any present or future tax, duty, assessment or other governmental charge imposed by such other country or any political subdivision or taxing authority thereof or therein shall not be less than the amount of principal (and premium, if any) and interest then due and payable on the Notes subject to the same exceptions set forth under Section 4.06(a)(i)-(vii) and (ii) that the provisions set forth in Section 3.01(e) shall apply to such person, but in both cases, replacing existing references in such Section to Brazil with references to the jurisdiction of organization of the resulting, surviving or transferee Person, as the case may be; (iii) immediately prior to such transaction and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (iv) the Guarantors shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if any, comply with this Indenture. The Trustee shall accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent set forth in this Section 5.01, in which event it sh...

Limitation on Consolidation, Merger or Transfer of Assets. The Issuer will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets to, any person, unless: (i) the resulting, surviving or transferee person (if not the Issuer) will be a person organized and existing under the laws of Israel, the United States of America, any state thereof or the District of Columbia, the United Kingdom, any other country that is a member country of the European Union or of the Organization for Economic Cooperation and Development and such person expressly assumes, by Supplemental Indenture to this Indenture, executed and delivered to the Trustee, all the obligations of the Issuer under the Notes and this Indenture (including paying Additional Amounts, if any); (ii) the resulting, surviving or transferee person (if not the Issuer), if organized under the laws of a country other than Israel, undertakes, in such Supplemental Indenture, to pay such additional amounts in respect of principal and interest as may be necessary in order that every payment made in respect of the Notes after deduction or withholding for or on account of any present or future tax, duty, assessment or other governmental charge imposed by such other country or any political subdivision or taxing authority thereof or therein will not be less than the amount of principal (and premium, if any) and interest then due and payable on the Notes, subject to the same exceptions set forth under Section 7.1(d) (Taxation) but replacing existing references in such section to Israel with references to such other country;

Limitation on Consolidation, Merger or Transfer of Assets. Neither the Company nor any Guarantor shall consolidate with or merge with or into, or sell, convey, transfer or dispose of, or lease all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to, any Person, unless:

Limitation on Consolidation, Merger or Transfer of Assets. No Guarantor shall consolidate with or merge with or into, or sell, convey, transfer, dispose of or lease all or substantially all its assets to, any Person, unless: (i) the surviving Person (if not such Guarantor) shall be a Person organized and existing under the laws of Brazil, or the United States of America, any State thereof or the District of Columbia, or any other country that is a member country of the European Union or of the Organization for Economic Co-operation and Development on the date of this Indenture, and such Person expressly assumes, by an indenture supplemental to this Indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under this Indenture and the Notes and the related Notes Guaranty; (ii) the surviving Person (if not such Guarantor), if not organized and existing under the laws of Brazil, undertakes, in such supplemental indenture, to pay such Additional Amounts in respect of principal (and premium, if any) and interest as may be necessary in order that every net payment made in respect of the Notes and the related Notes Guaranty after deduction or withholding for or on account of any present or future tax, penalty, fine, duty, assessment or other governmental charge imposed by such other country or any political subdivision or taxing authority thereof or therein shall not be less than the amount of principal (and premium, if any) and interest then due and payable on the Notes and the related Notes Guaranty subject to the same exceptions set forth under Sections 4.06(i), 4.06(ii) and 4.06 (iii) but replacing references in such clauses to Brazil with references to such other country;

Limitation on Consolidation, Merger or Transfer of Assets. The Issuer will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets to, any person, unless: (i) the resulting, surviving or transferee person (if not the Issuer) will be a person organized and existing under the laws of Israel, the United States of America, any state thereof or the District of Columbia, the United Kingdom, any other country that is a member country of the European Union or of the Organization for Economic Cooperation and Development and such person expressly assumes, by Supplemental Indenture to this Indenture, executed and delivered to the Trustee, all the obligations of the Issuer under the Notes and this Indenture (including paying Additional Amounts, if any);