Common use of Limitation on Mergers and Consolidations Clause in Contracts

Limitation on Mergers and Consolidations. (a) Nothing contained in this Indenture or the Securities shall prevent any consolidation or merger of the Company with or into any corporation or corporations (including any Subsidiary), or any consolidation or merger of any other corporation (including any Subsidiary) with or into the Company, or successive consolidations or mergers in which the Company or the Company's successor or successors shall be a party or parties or shall prevent any sale or conveyance of the Company's properties and assets as an entirety or substantially as an entirety to any other Person (including any Subsidiary), or the acquisition by the Company by purchase or otherwise of all or any part of the properties and assets of any other Person (including any Subsidiary), provided that in the case of any consolidation of the Company with, or merger of the Company into, any corporation or corporations, or any sale or conveyance of the Company's properties and assets as an entirety or substantially as an entirety: (1) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer the Company's properties and assets as an entirety or substantially as an entirety shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance of the Securities and every covenant of this Indenture on the Company's part to be performed or observed; (2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event or Default, shall have happened and be continuing; and (3) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale or conveyance and such supplemental indenture comply with this Section 4.01 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) Nothing contained in this Indenture The Company shall consolidate or the Securities shall prevent any consolidation amalgamate with or merger of the Company merge with or into any corporation or corporations (including any Subsidiary)Person, or any consolidation sell, lease, transfer, convey or merger otherwise dispose of any other corporation (including any Subsidiary) with all or into the Company, or successive consolidations or mergers in which the Company or the Company's successor or successors shall be a party or parties or shall prevent any sale or conveyance substantially all of the Company's properties and ’s assets as an entirety or substantially as an entirety to any other Person Person, whether in a single transaction or a series of related transactions, unless: (including any Subsidiary), or the acquisition by a) either (i) the Company by purchase or otherwise of all or any part of shall be the properties and assets of any other surviving Person (including any Subsidiary), provided that in the case of any consolidation a merger or (ii) the resulting, surviving or transferee Person if other than the Company (the “Successor Company”) shall be a partnership, limited liability company or corporation organized and existing under the laws of the Company with, or merger of the Company intoUnited States, any corporation or corporations, or any sale or conveyance of the Company's properties and assets as an entirety or substantially as an entirety: (1) the corporation formed by such consolidation or into which the Company is merged state thereof or the Person which acquires by conveyance or transfer District of Columbia and the Company's properties and assets as an entirety or substantially as an entirety Successor Company shall expressly assume, by a an indenture supplemental indenturehereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the performance due and punctual payment of the Securities principal of, premium, if any, and every covenant interest on all of this the Securities, and the due and punctual performance or observance of all the other obligations under the Indenture on the Company's part to be performed or observed; observed by the Company; (2b) immediately after giving effect to such transactiontransaction or series of transactions (and treating any Debt that becomes an obligation of the Successor Person or any Subsidiary of the Successor Person as a result of such transaction or series of transactions as having been incurred by the Successor Person or such Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default, and no event which, after notice Default would occur or lapse of time or both, would become an Event or Default, shall have happened and be continuing; and and (3c) the Company shall have delivered to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, sale sale, conveyance, transfer, lease or conveyance other disposition and such supplemental indenture (if any) comply with this Section 4.01 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 Subsidiaryapplicable provisions of the Indenture.

Limitation on Mergers and Consolidations. (a) Nothing contained The Company may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving Person); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in this Indenture one or more related transactions, to another Person unless: (i) either: (a) the Securities shall prevent Company is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made expressly assumes by Supplemental Indenture all the obligations of the Company under the Notes, this Indenture and any Registration Rights Agreement and delivers to the Trustee an Opinion of Counsel to the effect that the Supplemental Indenture has been duly authorized, executed and delivered by such Person and constitutes a valid and binding obligation of such Person, enforceable against such Person in accordance with its terms (subject to customary exceptions); (iii) immediately after such transaction no Default or into any corporation or corporations Event of Default exists; and (including any Subsidiary), or any consolidation or merger of any other corporation (including any Subsidiaryiv) with or into the Company, or successive consolidations or mergers in which the Company or the Company's successor Person formed by or successors shall be a party surviving any such consolidation or parties or shall prevent any sale or conveyance of merger (if other than the Company's properties and assets as an entirety or substantially as an entirety to any other Person (including any Subsidiary), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the acquisition by date of such transaction after giving pro forma effect thereto and any related financing transactions as if the Company by purchase or otherwise of all or any part same had occurred at the beginning of the properties and assets applicable four-quarter period, be permitted to incur at least $1.00 of any other Person (including any Subsidiary), provided that in the case of any consolidation of the Company with, or merger of the Company into, any corporation or corporations, or any sale or conveyance of the Company's properties and assets as an entirety or substantially as an entirety: (1) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer the Company's properties and assets as an entirety or substantially as an entirety shall expressly assume, by a supplemental indenture, executed and delivered additional Indebtedness pursuant to the TrusteeFixed Charge Coverage Ratio test set forth in Section 3.06(a); provided, in form satisfactory to the Trusteehowever, the performance of the Securities that this clause (iv) shall no longer be applicable from and every covenant of this Indenture on the Company's part to be performed or observed; (2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event or Default, shall have happened and be continuing; and (3) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale or conveyance and such supplemental indenture comply with this Section 4.01 and that all conditions precedent herein provided for relating to such transaction have been complied withany Investment Grade Date. (b) Notwithstanding In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. Clause (iv) under paragraph (a) of this Section will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries. Without limitation of the foregoing, in no event shall the Company, directly or indirectly, (1) consolidate or merge with or into Xxxxxxxx or any Restricted Subsidiary may consolidate withof the Xxxxxxxx Group Affiliates (whether or not the Company is the surviving Person) or (2) sell, merge into assign, transfer, convey or transfer otherwise dispose of all or part substantially all of its the properties and or assets to of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to Xxxxxxxx or any of the Xxxxxxxx Group Affiliates (other Restricted Subsidiarythan mergers or transactions otherwise permitted by this Section 4.01 with (a) Xxxxxxxx Group Affiliates engaged in no businesses other than being principally engaged in owning and operating regulated interstate natural gas pipeline systems and any businesses incidental and reasonably related thereto, including facilities for mainline transmission and gas storage ("PIPELINE BUSINESS") or (b) a holding company of the Company engaged in no businesses other than Pipeline Business and having no Subsidiaries other than Subsidiaries engaged in no businesses other than Pipeline Business, and in the case of (a) or (b), only if at the time of such merger or transaction, the Company and such Xxxxxxxx Group Affiliate or holding company each have an Investment Grade Rating from Xxxxx'x and S&P and the surviving Person will have an Investment Grade Rating from Xxxxx'x and S&P).

Limitation on Mergers and Consolidations. (a) Nothing contained in this Indenture or the Securities shall prevent any consolidation or merger of Neither the Company nor any Subsidiary Guarantor (other than any Subsidiary Guarantor that shall have been released from its Subsidiary Guarantee pursuant to the provisions of this Indenture) will consolidate with or merge into any corporation or corporations (including any Subsidiary)Person, continue in another jurisdiction, or any consolidation or merger of any other corporation (including any Subsidiary) with or into the Companysell, or successive consolidations or mergers in which the Company or the Company's successor or successors shall be a party or parties or shall prevent any sale or conveyance of the Company's properties and assets as an entirety or substantially as an entirety to any other Person (including any Subsidiary)lease, or the acquisition by the Company by purchase convey, transfer or otherwise dispose of all or substantially all of its assets to any part of the properties and assets of any other Person (including any Subsidiary)Person, provided that in the case of any consolidation of the Company with, or merger of the Company into, any corporation or corporations, or any sale or conveyance of the Company's properties and assets as an entirety or substantially as an entiretyunless: (1) the corporation Person formed by or surviving such consolidation or into which merger (if other than the Company or such Subsidiary Guarantor, as the case may be), or to which such sale, lease, conveyance, transfer or other disposition shall be made (collectively, the "Successor"), is merged a corporation organized and existing under the laws of the United States or any State thereof or the Person which acquires by conveyance or transfer the Company's properties and assets as an entirety or substantially as an entirety shall expressly assumeDistrict of Columbia (or, by a supplemental indenture, executed and delivered to the Trusteealternatively, in the case of a Subsidiary Guarantor organized under the laws of a jurisdiction outside the United States, a corporation organized and existing under the laws of such foreign jurisdiction), and the Successor assumes by supplemental indenture in a form satisfactory to the Trustee, the performance Trustee all of the Securities and every covenant applicable Obligations of the Company or such Subsidiary Guarantor, as the case may be, under this Indenture on and the Company's part to be performed or observedSubsidiary Guarantees; (2) immediately after giving effect to such transaction, no Default or Event of Default, and no event which, after notice or lapse of time or both, would become an Event or Default, Default shall have happened occurred and be continuing; and (3) in the case of the Company, immediately after giving effect to such transactions, the resulting, surviving or transferee Person would be able to incur at least $1.00 of Indebtedness pursuant to Section 4.9 (a) hereof. The provision of clause (3) shall not apply to any merger or consolidation into or with, or any such transfer of all or substantially all of the property and assets of, Restricted Subsidiaries into the Company. (b) In connection with any consolidation, merger, continuance, transfer of assets or other transactions contemplated by this Section 5.1, the Company shall have delivered deliver, or cause to be delivered, to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale continuance, sale, assignment, conveyance or conveyance transfer and such the supplemental indenture in respect thereto comply with the provisions of this Section 4.01 Indenture and that all conditions precedent herein provided for in this Indenture relating to such transaction transactions have been complied with. (bc) Notwithstanding Upon any transaction or series of transactions that are of the foregoingtype described in, any Restricted Subsidiary may consolidate and are effected in accordance with, merge into or transfer all or part of its properties this Section 5.1, the Successor shall succeed to, and assets to be substituted for, and may exercise every right and power of, the Company or any other Restricted SubsidiarySubsidiary Guarantor, as applicable under this Indenture and the Notes with the same effect as if such Successor had been named as the Company or Subsidiary Guarantor, as applicable in this Indenture; and when a Surviving Person duly assumes all of the Obligations and covenants of the Company or a Subsidiary Guarantor pursuant to this Indenture and the Notes, except in the case of a lease, the predecessor Person shall be relieved of all such Obligations.

Limitation on Mergers and Consolidations. (a) Nothing contained The Company may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving Person); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in this Indenture one or more related transactions, to another Person unless: (i) either: (a) the Securities shall prevent Company is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made expressly assumes by Supplemental Indenture all the obligations of the Company under the Notes, this Indenture and any Registration Rights Agreement and delivers to the Trustee an Opinion of Counsel to the effect that the Supplemental Indenture has been duly authorized, executed and delivered by such Person and constitutes a valid and binding obligation of such Person, enforceable against such Person in accordance with its terms (subject to customary exceptions); (iii) immediately after such transaction no Default or into any corporation or corporations Event of Default exists; and (including any Subsidiary), or any consolidation or merger of any other corporation (including any Subsidiaryiv) with or into the Company, or successive consolidations or mergers in which the Company or the Company's successor Person formed by or successors shall be a party surviving any such consolidation or parties or shall prevent any sale or conveyance of merger (if other than the Company's properties and assets as an entirety or substantially as an entirety to any other Person (including any Subsidiary), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the acquisition by date of such transaction after giving pro forma effect thereto and any related financing transactions as if the Company by purchase or otherwise of all or any part same had occurred at the beginning of the properties and assets applicable four-quarter period, be permitted to incur at least $1.00 of any other Person (including any Subsidiary), provided that in the case of any consolidation of the Company with, or merger of the Company into, any corporation or corporations, or any sale or conveyance of the Company's properties and assets as an entirety or substantially as an entirety: (1) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer the Company's properties and assets as an entirety or substantially as an entirety shall expressly assume, by a supplemental indenture, executed and delivered additional Indebtedness pursuant to the TrusteeFixed Charge Coverage Ratio test set forth in Section 3.06(a); provided, in form satisfactory to the Trusteehowever, the performance of the Securities that this clause (iv) shall no longer be applicable from and every covenant of this Indenture on the Company's part to be performed or observed; (2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event or Default, shall have happened and be continuing; and (3) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale or conveyance and such supplemental indenture comply with this Section 4.01 and that all conditions precedent herein provided for relating to such transaction have been complied withany Investment Grade Date. (b) Notwithstanding In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. Clause (iv) under paragraph (a) of this Section will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries. Without limitation of the foregoing, in no event shall the Company, directly or indirectly, (1) consolidate or merge with or into Williams or any Restricted Subsidiary may consolidate withof the Williams Group Affiliates (whether or not the Cxxxxxx xs the surviving Xxxxxx) or (2) sell, merge into assign, transfer, convey or transfer otherwise dispose of all or part substantially all of its the properties and or assets to of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to Williams or any of the Williams Group Affiliates (other Restricted Subsidiarythan mergers ox xxxxxxctions otherwisx xxxxxxted by this Section 4.01 with (a) Williams Group Affiliates engaged in no businesses other than being prxxxxxxxxy engaged in owning and operating regulated interstate natural gas pipeline systems and any businesses incidental and reasonably related thereto, including facilities for mainline transmission and gas storage ("PIPELINE BUSINESS") or (b) a holding company of the Company engaged in no businesses other than Pipeline Business and having no Subsidiaries other than Subsidiaries engaged in no businesses other than Pipeline Business, and in the case of (a) or (b), only if at the time of such merger or transaction, the Company and such Williams Group Affiliate or holding company each have an Investment Grxxx Xxxxng from Moody's and S&P and the surviving Person will have an Investment Grade Xxxxxx from Moody's and S&P).

Limitation on Mergers and Consolidations. (a) Nothing contained in this Indenture or the Securities The Company shall prevent any consolidation or merger of the Company not consolidate with or merge into any corporation or corporations (including any Subsidiary)Person, continue in another jurisdiction, or any consolidation or merger of any other corporation (including any Subsidiary) with or into the Companysell, or successive consolidations or mergers in which the Company or the Company's successor or successors shall be a party or parties or shall prevent any sale or conveyance of the Company's properties and assets as an entirety or substantially as an entirety to any other Person (including any Subsidiary)lease, or the acquisition by the Company by purchase convey, transfer or otherwise dispose of all or substantially all of its assets to any part of the properties and assets of any other Person (including any Subsidiary)Person, provided that in the case of any consolidation of the Company with, or merger of the Company into, any corporation or corporations, or any sale or conveyance of the Company's properties and assets as an entirety or substantially as an entiretyunless: (1) the corporation Person formed by or surviving such consolidation or into merger (if other than the Company), or to which such sale, lease, conveyance, transfer or other disposition shall be made (the Company "Successor"), is merged a corporation organized and existing under the laws of the United States or any State thereof or the Person which acquires District of Columbia, and the Successor assumes by conveyance or transfer the Company's properties and assets as an entirety or substantially as an entirety shall expressly assume, by supplemental indenture in a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance Trustee all of the Securities applicable Obligations of the Company under this Indenture; and every covenant of this Indenture on the Company's part to be performed or observed;44 50 (2) immediately after giving effect to such transaction, no Default or Event of Default, and no event which, after notice or lapse of time or both, would become an Event or Default, Default shall have happened occurred and be continuing; and. (3b) In connection with any consolidation, merger, continuance, transfer of assets or other transactions contemplated by this Section 5.1, the Company shall have delivered deliver, or cause to be delivered, to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale continuance, sale, assignment, conveyance or conveyance transfer and such the supplemental indenture in respect thereto comply with the provisions of this Section 4.01 Indenture and that all conditions precedent herein provided for in this Indenture relating to such transaction transactions have been complied with. (bc) Notwithstanding Upon any transaction or series of transactions that are of the foregoingtype described in, any Restricted Subsidiary may consolidate and are effected in accordance with, merge into or transfer all or part of its properties this Section 5.1, the Successor shall succeed to, and assets to be substituted for, and may exercise every right and power of, the Company or any other Restricted Subsidiaryunder this Indenture and the Debentures with the same effect as if such Successor had been named as the Company in this Indenture; and when a Successor duly assumes all of the Obligations and covenants of the Company pursuant to this Indenture and the Debentures, except in the case of a lease, the predecessor Person shall be relieved of all such Obligations.