Common use of Merger, Consolidation or Sale Clause in Contracts

Merger, Consolidation or Sale. The applicable indenture will provide that we may consolidate with, or sell, lease or convey all or substantially all of our assets to, or merge with or into, any other corporation, provided that: • we are the continuing corporation, or the successor corporation (if other than the Company) formed by or resulting from any consolidation or merger or which has received the transfer of our assets will be organized and existing under U.S. or state law and expressly assumes payment of the principal of (and premium, if any), and interest on, all of the applicable debt securities and the due and punctual performance and observance of all of the covenants and conditions contained in the applicable indenture; • immediately after giving effect to the transaction and treating any indebtedness which becomes our obligation or the obligation of any subsidiary as a result thereof as having been incurred by us or such subsidiary at the time of the transaction, no event of default under the applicable indenture, and no event which, after notice or the lapse of time, or both, would become an event of default, will have occurred and be continuing; and • an officer’s certificate and legal opinion covering these conditions will be delivered to the trustee.

Merger, Consolidation or Sale. The applicable indenture will provide that we may consolidate with, or sell, lease or convey all or substantially all of our assets to, or merge with or into, any other corporation, provided that: • either we are shall be the continuing corporation, or the successor corporation (if other than the Company) formed by or resulting from any such consolidation or merger or which has shall have received the transfer of our such assets will be organized and existing under U.S. or state law and shall expressly assumes assume payment of the principal of (and premium, if any), and interest on, all of the applicable debt securities and the due and punctual performance and observance of all of the covenants and conditions contained in the applicable indenture; • immediately after giving effect to the such transaction and treating any indebtedness which becomes our obligation or the an obligation of any subsidiary one of our subsidiaries as a result thereof as having been incurred by us or such subsidiary at the time of the such transaction, no event of default under the applicable indenture, and no event which, after notice or the lapse of time, or both, would become such an event of default, will shall have occurred and be continuing; and • an officer’s certificate and legal opinion covering these such conditions will shall be delivered to the applicable trustee.