Common use of Limitation on Permitted Merger Consolidation, Etc. of Grantor Clause in Contracts

Limitation on Permitted Merger Consolidation, Etc. of Grantor. The Grantor agrees that it will not consolidate, amalgamate, convert into, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially in their entirety to any Person without the consent of the Holders of a majority of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accumulated and unpaid Distributions to the date upon which the voting percentages are determined) of the Trust Securities unless permitted by Section 13.02(e) of the Partnership Agreement and (i) such merger, consolidation, amalgamation, conversion, replacement, conveyance, transfer or lease does not cause the Trust Securities to be delisted by any national securities exchange or other organization on which the Trust Securities are then listed, (ii) such merger, consolidation, amalgamation, conversion, replacement, conveyance, transfer or lease does not cause the Trust Securities to be downgraded by any "nationally recognized statistical rating organization," as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act of 1933, as amended, and (iii) prior to such merger, consolidation, amalgamation, conversion, replacement, conveyance, transfer or lease, Grantor has received an opinion of counsel (which may be regular counsel to Penelec or an Affiliate, but not an employee thereof) experienced in such matters to the effect that Holders of outstanding Trust Securities will not recognize any gain or loss for Federal income tax purposes as a result of the merger, consolidation, amalgamation, conversion, replacement, conveyance, transfer or lease.

Limitation on Permitted Merger Consolidation, Etc. of Grantor. The Grantor agrees that it will not consolidate, amalgamate, convert into, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially in their entirety to any Person without the consent of the Holders of a majority of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accumulated and unpaid Distributions to the date upon which the voting percentages are determined) of the Trust Securities unless permitted by Section 13.02(e) of the Partnership Agreement and (i) such merger, consolidation, amalgamation, conversion, replacement, conveyance, transfer or lease does not cause the Trust Securities to be delisted by any national securities exchange or other 36 organization on which the Trust Securities are then listed, (ii) such merger, consolidation, amalgamation, conversion, replacement, conveyance, transfer or lease does not cause the Trust Securities to be downgraded by any "nationally recognized statistical rating organization," as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act of 1933, as amended, and (iii) prior to such merger, consolidation, amalgamation, conversion, replacement, conveyance, transfer or lease, Grantor has received an opinion of counsel (which may be regular counsel to Penelec Met-Ed or an Affiliate, but not an employee thereof) experienced in such matters to the effect that Holders of outstanding Trust Securities will not recognize any gain or loss for Federal income tax purposes as a result of the merger, consolidation, amalgamation, conversion, replacement, conveyance, transfer or lease.

Limitation on Permitted Merger Consolidation, Etc. of Grantor. The Grantor agrees that it will not consolidate, amalgamate, convert into, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially in their entirety to any Person without the consent of the Holders of [a majority majority] of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accumulated and unpaid Distributions to the date upon which the voting percentages are determined) of the Trust Securities unless permitted by Section 13.02(e) of the Partnership Agreement and (i) such merger, consolidation, amalgamation, conversion, replacement, conveyance, transfer or lease does not cause the Trust Securities to be delisted by any national securities exchange or other organization on which the Trust Securities are then listed, (ii) such merger, consolidation, amalgamation, conversion, replacement, conveyance, transfer or lease does not cause the Trust Securities to be downgraded by any "nationally recognized statistical rating organization," as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act of 1933, as amended, and (iii) prior to such merger, consolidation, amalgamation, conversion, replacement, conveyance, transfer or lease, Grantor has received an opinion of counsel (which may be regular counsel to Penelec Met-Ed or an Affiliate, but not an employee thereof) experienced in such matters to the effect that Holders of outstanding Trust Securities will not recognize any gain or loss for Federal income tax purposes as a result of the merger, consolidation, amalgamation, conversion, replacement, conveyance, transfer or lease.

Limitation on Permitted Merger Consolidation, Etc. of Grantor. The Grantor agrees that it will not consolidate, amalgamate, convert into, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially in their entirety to any Person without the consent of the Holders of [a majority majority] of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accumulated and unpaid Distributions to the date upon which the voting percentages are determined) of the Trust Securities unless permitted by Section 13.02(e) of the Partnership Agreement and (i) such merger, consolidation, amalgamation, conversion, replacement, conveyance, transfer or lease does not cause the Trust Securities to be delisted by any national securities exchange or other organization on which the Trust Securities are then listed, (ii) such merger, consolidation, amalgamation, conversion, replacement, conveyance, transfer or lease does not cause the Trust Securities to be downgraded by any "nationally recognized statistical rating organization," as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act of 1933, as amended, and (iii) prior to such merger, consolidation, amalgamation, conversion, replacement, conveyance, transfer or lease, Grantor has received an opinion of counsel (which may be regular counsel to Penelec or an Affiliate, but not an employee thereof) experienced in such matters to the effect that Holders of outstanding Trust Securities will not recognize any gain or loss for Federal income tax purposes as a result of the merger, consolidation, amalgamation, conversion, replacement, conveyance, transfer or lease.