Common use of Limitation on Consolidation, Merger, Sale or Conveyance Clause in Contracts

Limitation on Consolidation, Merger, Sale or Conveyance. The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets (determined on a consolidated basis of the Company and its Subsidiaries) to, any Person, unless: (a) the resulting, surviving or transferee Person (if other than the Company) (the “Successor Company”) shall expressly assume, by a supplemental indenture to this Indenture, executed and delivered to the Trustee, all the obligations of the Company under this Indenture and the Securities, as applicable; (b) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing with respect to the Securities of any series; and (c) the Company 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 be entitled to conclusively rely on and 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 8.01, in which event it shall be conclusive and binding on the Holders.

Limitation on Consolidation, Merger, Sale or Conveyance. The Company Fibria shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets (determined on a consolidated basis of the Company Fibria and its Subsidiaries) to, any Person, unless: (a) the resulting, surviving or transferee Person (if other than the CompanyFibria) (the “Successor CompanyGuarantor”) shall expressly assume, by a supplemental indenture to this Indenture, executed and delivered to the Trustee, all the obligations of the Company Fibria under this Indenture and the Securities, as applicable; (b) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing with respect to the Securities of any series; and (c) the Company Fibria 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 be entitled to conclusively rely on and 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 8.01, in which event it shall be conclusive and binding on the Holders.

Limitation on Consolidation, Merger, Sale or Conveyance. The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets (determined on a consolidated basis of the Company and its Subsidiaries) to, any Person, unless: (a) the resulting, surviving or transferee Person (if other than the Company) (the “Successor Company”) shall expressly assume, by a supplemental indenture to this Indenture, executed and delivered to the Trustee, all the obligations of the Company under this Indenture and the Securities, as applicable; (b) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing with respect to the Securities of any series; and (c) the Company 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; provided that the conditions above shall not apply to any consolidation or merger of a Wholly-Owned Subsidiary organized under the laws of Brazil, the United States or any Organization for Economic Cooperation and Development country with or into the Company and the Company is the surviving entity. The Trustee shall be entitled to conclusively rely on and 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 8.01, in which event it shall be conclusive and binding on the Holders.