Common use of Limitation on Mergers Clause in Contracts

Limitation on Mergers. OFL shall not consolidate with or merge with or into any Person or transfer all or any material part of its assets to any Person (except as contemplated by the Transaction Documents) or liquidate or dissolve, provided that OFL may consolidate with, merge with or into, or transfer all or a material part of its assets to, another corporation if (i) the acquiror of its assets, or the corporation surviving such merger or consolidation, shall be organized and existing under the laws of any state and shall be qualified to transact business in each jurisdiction in which failure to qualify would render any Transaction Document unenforceable or would result in a Material Adverse Change in respect of OFL or the Trust Property; (ii) after giving effect to such consolidation, merger or transfer of assets, no Default or Event of Default shall have occurred or be continuing; (iii) such acquiring or surviving entity can lawfully perform the obligations of OFL under the Transaction Documents and shall expressly assume in writing all of the obligations of OFL, including, without limitation, its obligations under the Transaction Documents; and (iv) such acquiring or surviving entity and the consolidated group of which it is a part shall each have a net worth immediately subsequent to such consolidation, merger or transfer of assets at least equal to the net worth of OFL immediately prior to such consolidation, merger or transfer of assets; and OFL shall give Financial Security written notice of any such consolidation, merger or transfer of assets on the earlier of: (A) the date upon which any publicly available filing or release is made with respect to such action or (B) 10 Business Days prior to the date of consummation of such action. OFL shall furnish to Financial Security all information requested by it that is reasonably necessary to determine compliance with this paragraph.

Limitation on Mergers. OFL AFL shall not consolidate with or merge with or into any Person or transfer all or any material part of its assets to any Person (except as contemplated by the Transaction Documents) or liquidate or dissolve, provided that OFL AFL may consolidate with, merge with or into, or transfer all or a material part of its assets to, another corporation if (i) the acquiror of its assets, or the corporation surviving such merger or consolidation, shall be organized and existing under the laws of any state and shall be qualified to transact business in each jurisdiction in which failure to qualify would render any Transaction Document unenforceable or would result in a Material Adverse Change in respect of OFL AFL or the Trust Other Conveyed Property; (ii) after giving effect to such consolidation, merger or transfer of assets, no Default or Event of Default shall have occurred or be continuing; (iii) such acquiring or surviving entity can lawfully perform the obligations of OFL AFL under the Transaction Documents and shall expressly assume in writing all of the obligations of OFLAFL, including, without limitation, its obligations under the Transaction Documents; and (iv) such acquiring or surviving entity and the consolidated group of which it is a part shall each have a net worth immediately subsequent to such consolidation, merger or transfer of assets at least equal to the net worth of OFL AFL immediately prior to such consolidation, merger or transfer of assets; and OFL AFL shall give Financial Security written notice of any such consolidation, merger or transfer of assets on the earlier of: (A) the date upon which any publicly available filing or release is made with respect to such action or (B) 10 Business Days prior to the date of consummation of such action. OFL AFL shall furnish to Financial Security all information requested by it that is reasonably necessary to determine compliance with this paragraph.

Limitation on Mergers. OFL shall not consolidate with or merge with or into any Person or transfer all or any material part of its assets to any Person (except as contemplated by the Transaction Documents) or liquidate or dissolve, provided that OFL may consolidate with, merge with or into, or transfer all or a material part of its assets to, another corporation if (i) the acquiror of its assets, or the corporation surviving such merger or consolidation, shall be organized and existing under the laws of any state and shall be qualified to transact business in each jurisdiction in which failure to qualify would render any Transaction Document unenforceable or would result in a Material Adverse Change in respect of OFL or the Trust Other Conveyed Property; (ii) after giving effect to such consolidation, merger or transfer of assets, no Default or Event of Default shall have occurred or be continuing; (iii) such acquiring or surviving entity can lawfully perform the obligations of OFL under the Transaction Documents and shall expressly assume in writing all of the obligations of OFL, including, without limitation, its obligations under the Transaction Documents; and (iv) such acquiring or surviving entity and the consolidated group of which it is a part shall each have a net worth immediately subsequent to such consolidation, merger or transfer of assets at least equal to the net worth of OFL immediately prior to such consolidation, merger or transfer of assets; and OFL shall give Financial Security written notice of any such consolidation, merger or transfer of assets on the earlier of: (A) the date upon which any publicly available filing or release is made with respect to such action or (B) 10 Business Days prior to the date of consummation of such action. OFL shall furnish to Financial Security all information requested by it that is reasonably necessary to determine compliance with this paragraph.