Common use of Limitation on Mergers and Consolidations Clause in Contracts

Limitation on Mergers and Consolidations. The Company shall not consolidate or amalgamate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person unless: (i) the Person formed by such consolidation or amalgamation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and interest on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article IV and that all conditions precedent herein provided for relating to such transaction have been complied with.

Limitation on Mergers and Consolidations. (a) The Company shall not consolidate or amalgamate with or merge into any other Person or conveysell, lease or transfer all or lease substantially all of its properties and assets substantially as an entirety to any Person Person, unless: (i) in the case of a merger, the Company is the surviving entity, or the Person formed by such consolidation or amalgamation or into which the Company is merged or the Person which acquires by conveyance sale or transfer, or which leases, all or substantially all of the properties and assets of the Company substantially as an entirety shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant and condition of this Indenture on the part of the Company to be performedperformed or observed; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingexists; and (iii) the Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, conveyancesale, transfer or lease and such the supplemental indenture required in connection with such transaction comply with this Article IV and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Notwithstanding the foregoing, any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any other Restricted Subsidiary.

Limitation on Mergers and Consolidations. (a) The Company shall not consolidate or amalgamate with or merge with or into any other Person or convey, transfer all or lease substantially all of its properties and assets substantially as an entirety to any Person unless: Person, unless (i) either the Company is the continuing Person, or the Person (if other than the Company) formed by such consolidation or amalgamation or into which the Company is merged or to which all or substantially all of the Person which acquires by conveyance or transfer, or which leases, the Company's properties and assets of the Company substantially as an entirety are transferred shall be a Person corporation organized and existing under the laws of the United States of America, or any State state thereof or the District of Columbia, Columbia and shall expressly assume, by an a supplemental indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment all of the principal of and interest on all Company's obligations under the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed; Indenture, (ii) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and , and (iii) the Company has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, conveyance, merger or transfer or lease and such supplemental indenture comply with this Article IV and that all conditions precedent herein provided for relating to such transaction have been complied with.

Limitation on Mergers and Consolidations. (a) The Company shall not consolidate or amalgamate with or merge into any other Person or conveysell, lease or transfer all or lease substantially all of its properties and assets substantially as an entirety to any Person Person, unless: (i) in the case of a merger, the Company is the surviving entity, or the Person formed by such consolidation or amalgamation or into which the Company is merged or the Person which acquires by conveyance sale or transfer, or which leases, all or substantially all of the properties and assets of the Company substantially as an entirety shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant and condition of this Indenture on the part of the Company to be performedperformed or observed; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingexists; and (iii) the Company has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, conveyancesale, transfer or lease and such the supplemental indenture required in connection with such transaction comply with this Article IV and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Notwithstanding the foregoing, any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any other Restricted Subsidiary.