Merger, Consolidation, Sale or Conveyance. (a) Each Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor covenant that they will not merge or consolidate with any other corporation or sell, convey, transfer or otherwise dispose of all or substantially all of their respective assets to any corporation, unless (i) either such Issuer or the Guarantor, as the case may be, shall be the continuing corporation, or the successor corporation (if other than such Issuer or the Guarantor) shall be (a) with respect to GE Capital, a corporation organized and existing under the laws of the United States of America or a state thereof, (b) with respect to GEC Australia Funding, a corporation incorporated under the laws of Australia or any political subdivision thereof, (c) with respect to GEC Canada Funding, a corporation incorporated under the laws of Canada or any province of territory thereof, (d) with respect to any Irish Issuer, a company incorporated under the Companies Acts of Ireland, 1963-2003 and (e) with respect to each Additional Issuer, a corporation incorporated under the laws of the country of incorporation or organization of such Issuer, and in each case such successor corporation shall expressly assume the due and punctual payment of the principal of, and premium, if any, and interest, if any, on all the Notes and coupons, if any, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Agreement, the Notes and the Guarantee to be performed by such Issuer or the Guarantor, as the case may be, executed and delivered to the Fiscal and Paying Agent by such corporation, and (ii) such Issuer or the Guarantor or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance, transfer or other disposition, be in default in the performance of any such covenants or conditions.
(b) In case of any such consolidation, merger, sale, conveyance (other than by way of lease), transfer or other disposition, and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the relevant Issuer or the Guarantor, as the case may be, with the same effect as if it had been named herein as such Issuer or the Guarantor, and such Issuer or the Guarantor shall be relieved of any further obligation under this Agreement and under the Notes and coupons, if any, and may be dissolved, wound up and li...
Merger, Consolidation, Sale or Conveyance. 76 Section 9.1 When Company May Merge, Etc.........................................................76 Section 9.2
Merger, Consolidation, Sale or Conveyance. Section 9.1. When Company May Merge, Etc..
Merger, Consolidation, Sale or Conveyance. Section 7.1. IRSA PC May Consolidate, etc.,
Merger, Consolidation, Sale or Conveyance. SECTION 9.1 COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not merge, consolidate or sell, assign, transfer, lease or convey its properties and assets as an entirety or substantially as an entirety to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless:
(1) either the Company shall be the continuing corporation, or the successor (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, the Preferred Securities, the Notes, this Agreement [the Indenture], [the Trust Agreement] and the Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Purchase Contract Agent, the Collateral Agent, [the Indenture Trustee] and [the Property Trustee] executed and delivered to the Purchase Contract Agent and the Collateral Agent by such corporation; and
(2) the Company or such successor corporation, as the case may be, shall not, immediately after such merger, consolidation, or sale, assignment, transfer, lease or conveyance, be in default in the performance of any covenant or condition hereunder, under any of the Securities or under the Pledge Agreement.
Merger, Consolidation, Sale or Conveyance. Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions 67 Section 9.2 Rights and Duties of Successor Corporation 68 Section 9.3 Opinion of Counsel Given to Agent 68
Merger, Consolidation, Sale or Conveyance. The Hospital Corporation covenants that it will not merge or consolidate with any other Person or sell or convey, except as otherwise permitted in this Loan Agreement, all or substantially all of its Property to any other Person unless:
Merger, Consolidation, Sale or Conveyance. Section 5.1. Bank May Consolidate, etc. on Certain Terms 19 Section 5.2. Successor Person Substituted 19 Section 5.3. Documents to Trustee 20
Merger, Consolidation, Sale or Conveyance. Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions..
Merger, Consolidation, Sale or Conveyance. (a) The Company shall not consolidate with or merge into, or sell, lease (for a term extending beyond the last stated maturity of the PIES and the Senior Notes then Outstanding) or convey all or substantially all of its assets to, any Person or group of Affiliated Persons in one transaction or a series of related transactions, unless the Company shall be the continuing corporation, or the successor or transferee Person expressly assumes by one or more supplemental agreements, in form satisfactory to the Remarketing Agent, all the obligations of the Company with respect to this Agreement, and the Company or the successor or transferee Person, as the case may be, (i) shall be a Corporation organized and existing under the laws of one of the states in the United States and (ii) shall not, immediately after such consolidation or merger or sale, lease or conveyance, be in default in the performance or any covenant or condition hereunder. The Company shall deliver to the Remarketing Agent an Officers' Certificate (as defined in the Original Indenture) and an Opinion of Counsel (as defined in the Original Indenture), each stating that such consolidation, merger sale, lease or conveyance and such supplemental agreement comply with this Agreement and that all conditions precedent to the consummation of any such consolidation, or merger, or any sale, lease or conveyance have been met.
(b) Upon any consolidation or merger, or any sale, lease or conveyance of all or substantially all of the assets of the Company in accordance with Section 11(a), the successor corporation or the transferee corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such successor corporation had been named as the Company herein. Such successor or transferee Person thereupon may cause to be signed, and may issue either in its own name or in the name of Sierra Pacific Resources, any or all of the Certificates evidencing PIES issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Purchase Contract Agent; and, upon the order of such successor or such transferee Person, instead of the Company, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Purchase Contract Agent shall authenticate and execute on behalf of the ...
