Common use of Limitation on Consolidation, Merger or Transfer of Assets Clause in Contracts

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 shall be conclusive and binding on the Holders.

Limitation on Consolidation, Merger or Transfer of Assets. The Guarantors Guarantor 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 GuarantorsGuarantor) shall be a Person organized and existing under the laws of Brazil Chile, Brazil, Peru 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 Guarantor under this Indenture and the Notes; (ii) the resulting, surviving or transferee person (if not the GuarantorsGuarantor), if organized and existing under the laws of a jurisdiction other than BrazilChile, 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)-(vii4.06(a)(i)-(viii) 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 Chile 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 Guarantor shall have delivered to the Trustee an Officer’s Officers’ 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 Officers’ 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 shall be conclusive and binding on the Holders.

Limitation on Consolidation, Merger or Transfer of Assets. The Guarantors shall not (a) No Transaction Party will 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 or Persons (if not the Guarantorsa Transaction Party) shall be a Person or Persons organized and existing under the laws of Brazil Brazil, the British Virgin Islands, any State thereof or the United StatesDistrict of Columbia, Canada 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 or Persons expressly assumesassume, by a an indenture supplemental indenture heretoto this Indenture, executed and delivered to the Trustee, all the obligations of the Guarantors such Transaction Party under this Indenture and the NotesIndenture; (ii) the resulting, surviving or transferee person Person or Persons (if not the Guarantorsa Transaction Party), if not organized and existing under the laws of a jurisdiction other than BrazilBrazil or the British Virgin Islands, undertakes 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 Bonds or the guarantees, as applicable, after deduction or withholding for or on account of any present or future tax, penalty, duty, assessment assessment, fee or other governmental charge (and any fines, penalties, interest or other liabilities related thereto) imposed by the United States or such other country country, as the case may be, 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 Bonds subject to the same exceptions set forth under Section 4.06(a)(i)-(viiSections 4.8(a)(i), (ii) and (iiiii) that but adding references to the provisions set forth in Section 3.01(e) shall apply United States or such other country to such person, but in both cases, replacing the existing references in such Section Sections to Brazil with references to or the jurisdiction of organization of the resulting, surviving or transferee Person, as the case may beBritish Virgin Islands; (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 Transaction Parties will have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, conveyance, transfer or transfer lease and such supplemental indenture, if any, comply with this Indenture. Indenture and that all conditions precedent under this Indenture to the consummation of such transaction have been satisfied. (b) The Trustee shall accept such Officer’s Officers’ Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent set forth in this Section 5.015.1, in which event it shall be conclusive and binding on the Holders.

Limitation on Consolidation, Merger or Transfer of Assets. The Guarantors Guarantor 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 GuarantorsGuarantor) shall be a Person organized and existing under the laws of Brazil Chile, Brazil, Peru or the United States, any State thereof or the District of Columbia, 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 Guarantor under this Indenture and the Notes; (ii) the resulting, surviving or transferee person (if not the GuarantorsGuarantor), if organized and existing under the laws of a jurisdiction other than BrazilChile, 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 Notes, subject to the same exceptions set forth under Section 4.06(a)(i)-(vii4.06(a)(i)-(viii) 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 Chile 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 Guarantor shall have delivered to the Trustee an Officer’s Officers’ 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 Officers’ Certificate and Opinion of Counsel Counsel, as sufficient evidence of the satisfaction of the conditions precedent set forth in this Section 5.01, in which event it shall be conclusive and binding on the Holders.

Limitation on Consolidation, Merger or Transfer of Assets. 8.1.1 The Guarantors shall Company will 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 or Persons (if not the GuarantorsCompany) shall be a Person or Persons organized and existing under the laws of Brazil or the United StatesStates of America, any State thereof or the District of Columbia, Canada 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 or Persons expressly assumesassume, by a an indenture supplemental indenture heretoto this Indenture, executed and delivered to the Trustee, all the obligations of the Guarantors Company under this Indenture and the NotesIndenture; (ii) the resulting, surviving or transferee person Person or Persons (if not the GuarantorsCompany), if not organized and existing under the laws of a jurisdiction other than BrazilBrazil or the United States, undertakes 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 Securities or the guarantees, as applicable, after deduction or withholding for or on account of any present or future tax, penalty, duty, assessment assessment, fee or other governmental charge (and any fines, penalties, interest or other liabilities related thereto) imposed by the United States or such other country country, as the case may be, 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 Securities subject to the same exceptions set forth under Section 4.06(a)(i)-(viiSections 10.8.1(a)(i), (ii) and (iiiii) that but adding references to the provisions set forth in Section 3.01(e) shall apply United States or such other country to such person, but in both cases, replacing the existing references in such Section Sections to Brazil with references to or the jurisdiction of organization of the resulting, surviving or transferee Person, as the case may beUnited States; (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 Company will have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, conveyance, transfer or transfer lease and such supplemental indenture, if any, comply with this Indenture. Indenture and that all conditions precedent under this Indenture to the consummation of such transaction have been satisfied. 8.1.2 The Trustee shall accept such Officer’s Officers’ Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent set forth in this Section 5.018.1, in which event it shall be conclusive and binding on the Holders.

Limitation on Consolidation, Merger or Transfer of Assets. The Guarantors Neither the Company nor any Guarantor 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 GuarantorsCompany or such Guarantor) shall be a Person organized and existing under the laws of Brazil the Cayman Islands, Brazil, or the United StatesStates of America, any State thereof or the District of Columbia, 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 an indenture supplemental indenture heretoto this Indenture, executed and delivered to the Trustee, all the obligations of the Guarantors Company or such Guarantor under this Indenture and the NotesNotes and the Note Guaranty; (ii) the resulting, surviving or transferee person (if not the GuarantorsCompany or such Guarantor), if not organized and existing under the laws of a jurisdiction other than the Cayman Islands or Brazil, undertakes 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 and the Note 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 Note Guaranty subject to the same exceptions set forth under Sections 4.06(a)(i) through Section 4.06(a)(i)-(vii4.06(a)(viii) and (ii) that the provisions set forth in Section 3.01(e3.01(c) shall apply to such person, but in both cases, replacing existing references in such Section to Cayman Islands or Brazil or to the Taxing Jurisdiction with references to the jurisdiction of organization of the resulting, surviving or transferee Person, 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 Company or such Guarantor shall have delivered to the Trustee an Officer’s Officers’ 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 Notwithstanding anything to the contrary contained in the foregoing, any of the satisfaction of Guarantors may consolidate with or merge with the conditions precedent set forth in this Section 5.01, in which event it shall be conclusive and binding on Company or any Subsidiary that becomes a Guarantor concurrently with the Holdersrelevant transaction.

Limitation on Consolidation, Merger or Transfer of Assets. The Guarantors shall not 8.1.1 Neither the Company nor the Guarantor will 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 or Persons (if not the GuarantorsCompany or the Guarantor) shall be a Person or Persons organized and existing under the laws of Brazil Brazil, the Cayman Islands or the United StatesStates of America, any State thereof or the District of Columbia, Canada 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 or Persons expressly assumesassume, by a an indenture supplemental indenture heretoto this Indenture, executed and delivered to the Trustee, all the obligations of the Guarantors Company and the Guarantor, as applicable, under this Indenture and the NotesIndenture; (ii) the resulting, surviving or transferee person Person or Persons (if not the GuarantorsCompany or the Guarantor), if not organized and existing under the laws of a jurisdiction other than BrazilBrazil or the Cayman Islands, undertakes 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 Securities or the guarantees, as applicable, after deduction or withholding for or on account of any present or future tax, penalty, duty, assessment assessment, fee or other governmental charge (and any fines, penalties, interest or other liabilities related thereto) imposed by the United States or such other country country, as the case may be, 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 Securities subject to the same exceptions set forth under Section 4.06(a)(i)-(viiSections 10.8.1(a)(i), (ii) and (iiiii) that but adding references to the provisions set forth in Section 3.01(e) shall apply United States or such other country to such person, but in both cases, replacing the existing references in such Section Sections to Brazil with references to or the jurisdiction of organization of the resulting, surviving or transferee Person, as the case may beCayman Islands; (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 Company and the Guarantor will have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, conveyance, transfer or transfer lease and such supplemental indenture, if any, comply with this Indenture. Indenture and that all conditions precedent under this Indenture to the consummation of such transaction have been satisfied. 8.1.2 The Trustee shall accept such Officer’s Officers’ Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent set forth in this Section 5.018.1, in which event it shall be conclusive and binding on the Holders.

Limitation on Consolidation, Merger or Transfer of Assets. The Guarantors Company 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 GuarantorsCompany) shall be a Person organized and existing under the laws of Brazil Chile, Brazil, Peru or the United StatesStates of America, any State thereof or the District of Columbia, 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 Company under this Indenture and the Notes; (ii) the resulting, surviving or transferee person (if not the GuarantorsCompany), if organized and existing under the laws of a jurisdiction other than BrazilChile, 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)-(vii4.06(a)(i)-(viii) and (ii) that the provisions set forth in Section 3.01(e3.01(d) shall apply to such person, but in both cases, replacing existing references in such Section to Brazil Chile 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 Company shall have delivered to the Trustee an Officer’s Officers’ 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 Officers’ 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 shall be conclusive and binding on the Holders.