Common use of Limitations on Mergers and Consolidations Clause in Contracts

Limitations on Mergers and Consolidations. The Company shall not consolidate with or merge into any Person, or sell, lease, convey, assign, transfer or otherwise dispose of, in any transaction or series of transactions, all or substantially all of its assets to any Person, unless: (1) either (a) the Company shall be the continuing Person or (b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged, or to which such sale, lease, conveyance, assignment, transfer or other disposition shall be made (collectively, the "Successor"), is organized and validly existing under the laws of the United States of America, any political subdivision thereof or any State thereof or the District of Columbia, the Bahamas, Barbados, Bermuda, the British Virgin Islands, the Cayman Islands, any of the Channel Islands, France, any other member of the European Union, or the Netherlands Antilles, and expressly assumes by supplemental indenture the due and punctual payment of the principal of, premium (if any) and interest on and any Additional Amounts with respect to all the Securities and the performance of the Company's covenants and obligations under this Indenture and the Securities; (2) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (3) in the case of clause (1)(b) above, in the event that the Successor is organized in a jurisdiction other than the United States of America, any political subdivision thereof or any State thereof or the District of Columbia which is different from the jurisdiction in which the obligor on the Securities was organized immediately before giving effect to the transaction or series of transactions, (a) the Successor delivers to the Trustee an Opinion of Counsel stating that (1) the obligations of the Successor are enforceable under the laws of the new jurisdiction of its formation subject to customary exceptions and (2) the Holders of Securities will not recognize any income, gain or loss for United States Federal income tax purposes as a result of the transaction or series of transactions and will be subject to United States Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such transaction or series of transactions had not occurred; (b) the Successor agrees in writing to submit to jurisdiction to the competent courts of the State of New York or the federal district court sitting in The City of New York and appoints an agent in the State of New York for the service of process, each under terms satisfactory to the Trustee; and (c) the Board of Directors of the Company or the comparable governing body of the Successor, as applicable, determines in good faith that such transaction or series of transactions will not adversely affect the interest of the Holders of Securities in any material respect, which determination shall be evidenced by a Board Resolution (or its equivalent if the Successor is not a corporation) to such effect; and (4) in the case of clause (1)(b) above, the Successor delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that the transaction and such supplemental indenture comply with this Indenture.

Limitations on Mergers and Consolidations. The Company shall not consolidate or merge with or merge into any Personinto, or sell, lease, convey, assign, transfer convey or otherwise dispose of, in any transaction or series of transactions, all or substantially all of its assets assets, or assign any of its obligations hereunder or under the Securities, to any Person, Person unless: (1) either (a) the Company shall be the continuing Person or (bi) the Person formed by or surviving such consolidation or merger (if other than the Company) formed by such consolidation or into which the Company is merged), or to which such sale, lease, conveyance, assignment, transfer conveyance or other disposition or assignment shall be made (collectively, the "Successor"), is a corporation organized and validly existing under the laws of the United States of America, any political subdivision thereof or any State thereof or the District of Columbia, and the Bahamas, Barbados, Bermuda, the British Virgin Islands, the Cayman Islands, any of the Channel Islands, France, any other member of the European Union, or the Netherlands Antilles, and expressly Successor assumes by supplemental indenture in a form satisfactory to the due and punctual payment Trustee all of the principal of, premium (if any) and interest on and any Additional Amounts with respect to all the Securities and the performance obligations of the Company's covenants Company hereunder and obligations under this Indenture and the Securities; (2ii) immediately after giving effect to such transaction or series of transactionstransaction, no Default or Event of Default shall have occurred and be continuing or would result therefromcontinuing; (3iii) in the case of clause (1)(b) above, in the event that the Successor is organized in a jurisdiction other than the United States of America, any political subdivision thereof or any State thereof or the District of Columbia which is different from the jurisdiction in which the obligor on the Securities was organized immediately before after giving effect to such transaction and the transaction use of any net proceeds therefrom on a pro forma basis, the Consolidated Net Worth of the Company or series the Successor, as the case may be, would be at least equal to the Consolidated Net Worth of transactions, the Company immediately prior to such transaction; and (aiv) the Successor delivers Consolidate Coverage Ratio of the Company or the Successor, as the case may be, immediately after giving effect to such transaction, would on a pro forma basis be such that the Company or the Successor, as the case may be, would be entitled to incur at least $1 of additional Indebtedness under the Consolidated Coverage Ratio test in Section 4.9(a). The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that (1) the obligations of the Successor are enforceable under the laws of the new jurisdiction of its formation subject to customary exceptions and (2) the Holders of Securities will not recognize any income, gain or loss for United States Federal income tax purposes as a result of the transaction or series of transactions and will be subject to United States Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such transaction or series of transactions had not occurred; (b) the Successor agrees in writing to submit to jurisdiction to the competent courts of the State of New York or the federal district court sitting in The City of New York and appoints an agent in the State of New York for the service of process, each under terms satisfactory to the Trustee; and (c) the Board of Directors of the Company or the comparable governing body of the Successor, as applicable, determines in good faith that such transaction or series of transactions will not adversely affect the interest of the Holders of Securities in any material respect, which determination shall be evidenced by a Board Resolution (or its equivalent if the Successor is not a corporation) to such effect; and (4) in the case of clause (1)(b) above, the Successor delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that the proposed transaction and such supplemental indenture comply with this Indenture.