Limitations on Mergers and Consolidations. The Company shall not consolidate with or merge with any Person, or sell, lease, convey, transfer or otherwise dispose of all or substantially all of its assets to any Person, unless: (1) either (a) the Company shall be the continuing corporation or (b) the Person formed by or surviving such consolidation or merger (if other than the Company), or to which such sale, lease, conveyance, transfer or other disposition shall be made (collectively, the "Successor"), is organized and existing under the laws of the United States, or any State thereof or the District of Columbia, and expressly assumes by supplemental indenture all of the obligations of the Company under this Indenture and the Securities; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (3) the Company 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.
Appears in 4 contracts
Samples: Indenture (R&b Falcon Corp), Indenture (Seitel Capital Trust Ii), Indenture (R&b Falcon Corp)
