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

Limitation on Consolidation, Merger, Sale or Conveyance. The Issuer will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease or transfer substantially all of its properties, assets or revenues to any Person or entity (other than a direct or indirect subsidiary of the Issuer) or permit any person (other than a direct or indirect subsidiary of the Issuer) to merge with or into it unless: (i) either the Issuer is the continuing entity or the Person (the “successor company”) formed by the consolidation or into which the Issuer is merged or that acquired or leased the property or assets of the Issuer will assume (jointly and severally with the Issuer unless the Issuer will have ceased to exist as a result of that merger, consolidation or amalgamation), by a supplemental indenture, all of the Issuer’s obligations under this Indenture, the Security Documents and the Notes; (ii) the successor company (jointly and severally with the Issuer unless the Issuer will have ceased to exist as part of the merger, consolidation or amalgamation) agrees to indemnify each Holder of Notes against any tax, assessment or governmental charge thereafter imposed on the Holders of Notes solely as a consequence of the consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest, the Notes; (iii) immediately after giving effect to the transaction, no Default or Event of Default has occurred and is continuing; and (iv) the Issuer has delivered to the Trustee, the Principal Paying Agent and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that the transaction complies with the terms of this Indenture and the Security Documents, and that all conditions precedent provided for in this Indenture and the Security Documents and relating to the transaction have been complied with. Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default under this Indenture, the Security Documents or the Notes will have occurred and be continuing at the time of the proposed transaction or would result from the transaction: (1) the Issuer may merge, amalgamate or consolidate with or into, or convey, transfer, lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Issuer in cases when the Issuer is the surviving entity in the transaction and the transaction would not have a material adverse effect on the Issuer and its Subsidiaries taken as a whole, it being understood that if the Issuer is not the surviving entity, the Issuer will be required to comply with the requirements set forth in the previous paragraph; or (2) any direct or indirect Subsidiary of the Issuer may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, any Person (other than the Issuer or any of its Subsidiaries or affiliates) in cases when the transaction would not have a material adverse effect on the Issuer and its Subsidiaries taken as a whole; or (3) any direct or indirect Subsidiary of the Issuer may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, any other direct or indirect Subsidiary of the Issuer; or (4) any direct or indirect Subsidiary of the Issuer may liquidate or dissolve if the Issuer determines in good faith that the liquidation or dissolution is in the best interests of the Issuer, and would not result in a material adverse effect on the Issuer and its Subsidiaries taken as a whole and if the liquidation or dissolution is part of a corporate reorganization of the Issuer; or (5) the Issuer may omit to comply with any term, provision or condition set forth in certain covenants or any term, provision or condition of this Indenture, if before the time for the compliance the Holders of at least a majority in principal amount of the Outstanding Notes waive the compliance, but no waiver can operate except to the extent expressly waived, and, until a waiver becomes effective, the Issuer’s obligations and the duties of the Trustee as set forth in this Indenture in respect of any such term, provision or condition will remain in full force and effect.

Limitation on Consolidation, Merger, Sale or Conveyance. (a) The Issuer Company will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease or transfer substantially all of its properties, assets or revenues to any Person person or entity (other than a direct or indirect subsidiary Subsidiary of the IssuerPetrobras) or permit any person (other than a direct or indirect subsidiary Subsidiary of the IssuerCompany) to merge with or into it unless: (i1) either the Issuer Company is the continuing entity or the Person (the “successor companySuccessor Company”) formed by the consolidation or into which the Issuer Company is merged or that acquired or leased the property or assets of the Issuer Company will assume (jointly and severally with the Issuer Company unless the Issuer Company will have ceased to exist as a result of that merger, consolidation or amalgamation), by a supplemental indentureindenture (the form and substance of which will be previously approved by the Trustee), all of the IssuerCompany’s obligations under this Indenture, the Security Documents Indenture and the Notes; (ii2) the successor company Successor Company (jointly and severally with the Issuer Company unless the Issuer Company will have ceased to exist as part of the merger, consolidation or amalgamation) agrees to indemnify each Holder of Notes against any tax, assessment or governmental charge thereafter imposed on the Holders of Notes Holder solely as a consequence of the consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest, the Notes; (iii3) immediately after giving effect to the transaction, no Default or Event of Default, and no Default has occurred and is continuing; and; (iv4) the Issuer Company has delivered to the Trustee, the Principal Paying Agent and the Collateral Agent Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that the transaction complies and the fifth supplemental indenture, comply with the terms of this the Indenture and the Security Documents, and that all conditions precedent provided for in this the Indenture and the Security Documents and relating to the transaction have been complied with; and (5) the Company must deliver a notice describing that transaction to Moody’s to the extent that Xxxxx’x is at that time rating the Notes. Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default under this Indenture, the Security Documents Indenture or the Notes will have occurred and be continuing at the time of the proposed transaction or would result from the transaction: (16) the Issuer Company may merge, amalgamate or consolidate with or into, or convey, transfer, lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Issuer Company or Petrobras in cases when the Issuer Company is the surviving entity in the transaction and the transaction would not have a material adverse effect on the Issuer Company and its Subsidiaries taken as a whole, it being understood that if the Issuer Company is not the surviving entity, the Issuer Company will be required to comply with the requirements set forth in the previous paragraph; or (27) any direct or indirect Subsidiary of the Issuer Company may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, any Person person (other than the Issuer Company or any of its Subsidiaries subsidiaries or affiliates) in cases when the transaction would not have a material adverse effect on the Issuer Company and its Subsidiaries subsidiaries taken as a whole; or (3) 8) any direct or indirect Subsidiary of the Issuer Company may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, any other direct or indirect Subsidiary of the IssuerCompany or Petrobras; or (49) any direct or indirect Subsidiary of the Issuer Company may liquidate or dissolve if the Issuer Company determines in good faith that the liquidation or dissolution is in the best interests of the IssuerPetrobras, and would not result in a material adverse effect on the Issuer Company and its Subsidiaries taken as a whole and if the liquidation or dissolution is part of a corporate reorganization of the Issuer; or (5) the Issuer may omit to comply with any term, provision Company or condition set forth in certain covenants or any term, provision or condition of this Indenture, if before the time for the compliance the Holders of at least a majority in principal amount of the Outstanding Notes waive the compliance, but no waiver can operate except to the extent expressly waived, and, until a waiver becomes effective, the Issuer’s obligations and the duties of the Trustee as set forth in this Indenture in respect of any such term, provision or condition will remain in full force and effectPetrobras.”

Limitation on Consolidation, Merger, Sale or Conveyance. (a) The Issuer Company will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease or transfer substantially all of its properties, assets or revenues to any Person person or entity (other than a direct or indirect subsidiary Subsidiary of the IssuerPetrobras) or permit any person (other than a direct or indirect subsidiary Subsidiary of the IssuerCompany) to merge with or into it unless: (i1) either the Issuer Company is the continuing entity or the Person (the “successor companySuccessor Company”) formed by the consolidation or into which the Issuer Company is merged or that acquired or leased the property or assets of the Issuer Company will assume (jointly and severally with the Issuer Company unless the Issuer Company will have ceased to exist as a result of that merger, consolidation or amalgamation), by a supplemental indentureindenture (the form and substance of which will be previously approved by the Trustee), all of the IssuerCompany’s obligations under this Indenture, the Security Documents Indenture and the Notes; (ii2) the successor company Successor Company (jointly and severally with the Issuer Company unless the Issuer Company will have ceased to exist as part of the merger, consolidation or amalgamation) agrees to indemnify each Holder of Notes against any tax, assessment or governmental charge thereafter imposed on the Holders of Notes Holder solely as a consequence of the consolidation, merger, conveyance, transfer or lease with respect to the payment of principal of, or interest, the Notes; (iii3) immediately after giving effect to the transaction, no Default or Event of Default, and no Default has occurred and is continuing; and; (iv4) the Issuer Company has delivered to the Trustee, the Principal Paying Agent and the Collateral Agent Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that the transaction complies and the Amended and Restated Fifth Supplemental Indenture, comply with the terms of this the Indenture and the Security Documents, and that all conditions precedent provided for in this the Indenture and the Security Documents and relating to the transaction have been complied with; and (5) the Company must deliver a notice describing that transaction to Moody’s to the extent that Xxxxx’x is at that time rating the Notes. Notwithstanding anything to the contrary in the foregoing, so long as no Default or Event of Default under this Indenture, the Security Documents Indenture or the Notes will have occurred and be continuing at the time of the proposed transaction or would result from the transaction: (16) the Issuer Company may merge, amalgamate or consolidate with or into, or convey, transfer, lease or otherwise dispose of all or substantially all of its properties, assets or revenues to a direct or indirect Subsidiary of the Issuer Company or Petrobras in cases when the Issuer Company is the surviving entity in the transaction and the transaction would not have a material adverse effect on the Issuer Company and its Subsidiaries taken as a whole, it being understood that if the Issuer Company is not the surviving entity, the Issuer Company will be required to comply with the requirements set forth in the previous paragraph; or (27) any direct or indirect Subsidiary of the Issuer Company may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, any Person person (other than the Issuer Company or any of its Subsidiaries subsidiaries or affiliates) in cases when the transaction would not have a material adverse effect on the Issuer Company and its Subsidiaries subsidiaries taken as a whole; or (3) 8) any direct or indirect Subsidiary of the Issuer Company may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, any other direct or indirect Subsidiary of the IssuerCompany or Petrobras; or (49) any direct or indirect Subsidiary of the Issuer Company may liquidate or dissolve if the Issuer Company determines in good faith that the liquidation or dissolution is in the best interests of the IssuerPetrobras, and would not result in a material adverse effect on the Issuer Company and its Subsidiaries taken as a whole and if the liquidation or dissolution is part of a corporate reorganization of the Issuer; or (5) the Issuer may omit to comply with any term, provision Company or condition set forth in certain covenants or any term, provision or condition of this Indenture, if before the time for the compliance the Holders of at least a majority in principal amount of the Outstanding Notes waive the compliance, but no waiver can operate except to the extent expressly waived, and, until a waiver becomes effective, the Issuer’s obligations and the duties of the Trustee as set forth in this Indenture in respect of any such term, provision or condition will remain in full force and effectPetrobras.”