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;
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Limitation on Consolidation, Merger or Transfer of Assets. The Issuer will shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets to, any person, unless: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)Indenture;
(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;
Appears in 1 contract
Samples: Indenture
Limitation on Consolidation, Merger or Transfer of Assets. The Issuer will shall 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 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)Indenture;
(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(d4.1(f) (Taxation) but replacing existing references in such section to Israel with references to such other country;
(iii) immediately prior to such transaction and immediately after giving effect to such transaction, no Default or Event of Default will have occurred and be continuing; and
(iv) the Issuer will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel of recognized standing, each stating that such consolidation, merger or transfer and such Supplemental Indenture, if any, comply with this Indenture. The Trustee shall accept such Officers’ Certificates and Opinions of Counsel as sufficient evidence of the satisfaction of the conditions precedent set forth in this Section 4.2(c), in which event it will be conclusive and binding on the Holders. Upon any consolidation, merger, conveyance, transfer or lease of all or substantially all of the Issuer’s assets in accordance with this Section 4.2(c), the successor company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture and the Notes with the same effect as if such successor company had been named as the Issuer herein and thereafter the Issuer shall be relieved of all obligations and covenants under this Indenture and the Notes; provided that, in the case of a lease of all or substantially all its assets, the Issuer will not be released from the obligation to pay the principal of and interest on the Notes.
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Samples: Indenture
