Common use of Mergers, Consolidations Clause in Contracts

Mergers, Consolidations. Amalgamations or Replacements of the Trust. The Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any corporation or other entity, except as described below. The Trust may, at the request of the Depositor, with the consent of the Administrative Trustee and without the consent of the Holders of the Preferred Securities, merge with or into, consolidate, amalgamate, or be replaced by, a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Securities other securities having substantially the same terms as the Preferred Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Securities rank with respect to the payment of Distributions and payments upon liquidation and redemption, (ii) the Depositor expressly appoints a trustee of such successor entity possessing the same powers and duties as the Property Trustee with respect to the Debentures, (iii) the Successor Securities are listed, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Securities are then listed, (iv) such merger, consolidation, amalgamation or replacement does not cause the Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially similar to that of the Trust, (vii) prior to such merger, consolidation, amalgamation or replacement, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such successor entity will be required to register as an investment company under the 1940 Act and (viii) the Depositor or any permitted successor assignee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee and this Trust Agreement. Notwithstanding the foregoing, the Trust shall not, except with the consent of all Holders of the Preferred Securities, merge with or into, consolidate, amalgamate, or be replaced by, any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger or replacement would cause the Trust or the successor entity not to be classified as a grantor trust for United States Federal income tax purposes.

Mergers, Consolidations. Amalgamations or Replacements of --------------------------------------------------------- the Trust. The Trust may not merge with or into, consolidate, amalgamate, or be --------- replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any corporation or other entityPerson, except as described belowpursuant to this Section 9.05. The Trust may, at At the request of the Depositor, with the consent of the Administrative Trustee Trustees and without the consent of the Holders of the Preferred Capital Securities, the Property Trustee or the Delaware Trustee, the Trust may merge with or into, consolidate, amalgamate, or be replaced byby or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, however, that (i) such -------- ------- successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Capital Securities or (b) substitutes for the Preferred Capital Securities other securities having substantially the same terms as the Preferred Capital Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Capital Securities rank in priority with respect to the payment of Distributions and payments upon liquidation liquidation, redemption and redemptionotherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing the same powers and duties as the Property Trustee with respect to as the Debenturesholder of the Junior Subordinated Debt Securities, (iii) the Successor Securities (if Capital Securities are listedlisted or traded, or any Successor successor Securities will be listed or traded upon notification of issuance, on any national securities exchange or other organization on which the Preferred Capital Securities are then listedlisted or traded, if any, (iv) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not cause the Preferred Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Capital Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially similar identical and limited to that of the Trust, (vii) prior to such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacementlease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacementlease, neither the Trust nor such successor entity will be required to register as an investment company under the 1940 Act and (viii) the Depositor or any permitted successor or assignee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee and this Trust AgreementGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of all Holders of 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate, merge with or into, consolidate, amalgamate, or be replaced byby or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger merger, replacement, conveyance, transfer or replacement lease would cause the Trust or the successor entity not to be classified as an association taxable as a corporation or as other than a grantor trust for United States Federal federal income tax purposes.

Mergers, Consolidations. Amalgamations or Replacements Sales of the Trust. The Trust may Assets and -------------------------------------------- Acquisitions. (a) JCPenney shall not merge consolidate with or into, consolidate, amalgamate, merge into any other ------------- corporation or be replaced by, convey or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any person, unless: (i) the corporation formed by such consolidation or other entity, except into which JCPenney is merged or the person which acquires by conveyance or transfer the properties and assets of JCPenney substantially as described below. The Trust may, at the request of the Depositor, with the consent of the Administrative Trustee an entirety shall be a corporation organized and without the consent of the Holders of the Preferred Securities, merge with or into, consolidate, amalgamate, or be replaced by, a trust organized as such existing under the laws of the United States of America or any StateState or the District of Columbia, and shall expressly assume, by an instrument in writing (delivered to the Lenders) the due and punctual payment of the principal and interest, if any, on all the Loans and all other amounts payable by JCPenney under this Agreement and all the rights, interests and other obligations of JCPenney under this Agreement; (ii) immediately after giving effect to such transaction, (x) the representations and warranties set forth in Article III shall be true and correct in all material respects on the date of such transaction with the same effect as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (y) no Event of Default or Default shall have occurred and be continuing; providedand (iii) JCPenney shall have delivered an Officer's Certificate stating that such consolidation, merger, conveyance or transfer and such written instrument comply with this Section 6.04(a); provided that JCPenney and the Subsidiaries will be permitted to sell, transfer -------- and otherwise dispose of Unrestricted Margin Stock without regard to the foregoing restrictions. (b) Funding shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any person, except that Funding may merge into JCPenney or a direct or indirect wholly-owned Subsidiary of JCPenney subject to the satisfaction of the following conditions: (i) the corporation formed by such successor entity either consolidation or into which Funding is merged or the person which acquires by conveyance or transfer the properties and assets of Funding substantially as an entirety shall expressly assume, by an instrument in writing (adelivered to the Lenders) expressly assumes all the due and punctual payment of the principal and interest, if any, on all the Loans and all other amounts payable by Funding under this Agreement and all the rights, interests and other obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Securities other securities having substantially the same terms as the Preferred Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Securities rank with respect to the payment of Distributions and payments upon liquidation and redemption, Funding under this Agreement; (ii) immediately after giving effect to such transaction, (x) the Depositor expressly appoints a trustee representations and warranties set forth in Article III shall be true and correct in all material respects on the date of such successor entity possessing transaction with the same powers effect as if made on and duties as the Property Trustee with respect of such date, except to the Debentures, extent such representations and warranties expressly relate to an earlier date and (y) no Event of Default or Default shall have occurred and be continuing; and (iii) the Successor Securities are listed, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Securities are then listed, (iv) such merger, consolidation, amalgamation or replacement does not cause the Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially similar to Funding shall have delivered an Officer's Certificate stating that of the Trust, (vii) prior to such merger, consolidation, amalgamation or replacement, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such successor entity will be required to register as an investment company under the 1940 Act and (viii) the Depositor or any permitted successor assignee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee and this Trust Agreement. Notwithstanding the foregoing, the Trust shall not, except with the consent of all Holders of the Preferred Securities, merge with or into, consolidate, amalgamate, or be replaced by, any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamationmerger, merger conveyance or replacement would cause the Trust or the successor entity not to be classified as a grantor trust for United States Federal income tax purposestransfer and such written instrument comply with this Section 6.04(b).

Mergers, Consolidations. Amalgamations Tenant may engage in an Event (defined below) only in accordance with this Article 29. Tenant may merge with, be acquired by or Replacements consolidate into another corporation, association, partnership, or other business organization, and Tenant may acquire by merger or consolidation or stock or asset purchase (other than in the ordinary course of business not requiring bank regulatory approvals) another corporation, association, partnership, or other business organization, sell or otherwise dispose of all or substantially all of the Trust. The Trust may assets of Tenant, dispose of by merger, consolidation or otherwise, a subsidiary or subsidiaries (in one transaction or a series of related transactions) which constitute twenty-five percent (25%) or more of the consolidated assets of Tenant and its subsidiaries, acquire all or substantially all of the assets of a corporation, association, partnership or other business organization (other than in the ordinary course of business not merge with or into, consolidate, amalgamaterequiring bank regulatory approval), or be replaced byengage in a leveraged buyout transaction or engage in a leveraged recapitalization involving the distribution of borrowed funds to its shareholders (“Event”), if, immediately after giving effect to the Event, Tenant, if it is the surviving entity, or convey, transfer the surviving entity or lease its properties and assets as an entirety or substantially as an entirety to any corporation or other entity, except as described below. The Trust may, at transferee in the request event Tenant does not remain in existence following consummation of the DepositorEvent (in either case, with the consent of the Administrative Trustee and without the consent of the Holders of the Preferred Securities, merge with or into, consolidate, amalgamate, or be replaced by, a trust organized as such under the laws of any State; provided, that “Surviving Entity”) (i) such successor entity either shall comply with the rules set forth in paragraph (ac) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Securities other securities having substantially the same terms as the Preferred Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Securities rank with respect to the payment of Distributions and payments upon liquidation and redemptionbelow, (ii) the Depositor expressly appoints a trustee shall have total consolidated common stockholder’s equity of such successor entity possessing the same powers and duties as the Property Trustee at least One Billion Five Hundred Million Dollars ($1,500,000,000), calculated in accordance with respect to the Debenturesgenerally accepted accounting principles, (iii) shall have capital adequacy ratios which satisfy the Successor Securities are listedrequirements of the Office of the Comptroller of the Currency and other applicable bank regulatory agencies, or it being understood that the approval of the Event by applicable bank regulatory agencies shall constitute satisfaction of any Successor Securities will be listed upon notification of issuancesuch requirements, on any national securities exchange or other organization on which the Preferred Securities are then listed, and (iv) shall deliver to Landlord an acknowledged instrument in recordable form assuming all obligations, covenants and responsibilities of Tenant hereunder and agreeing to confirm the binding effect on the Surviving Entity of other documents to which Tenant is a party as requested by Landlord and/or Landlord’s Lender; provided however, that failure to deliver such merger, consolidation, amalgamation or replacement does instrument before the consummation of the transaction shall not cause the Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, constitute an event of default; and (v) such merger, consolidation, amalgamation no event of default shall have occurred and be continuing under this Lease. If the Event results in a violation of clause (ii) or replacement does not adversely affect the rights, preferences and privileges (iii) of the Holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially similar to that of the Trust, (vii) prior to such merger, consolidation, amalgamation or replacement, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect, and this paragraph (b) following such mergerwhere there is no concurrent violation of paragraph (c) below, consolidationLandlord, amalgamation or replacementat its option, neither the Trust nor such successor entity will be required may exercise its rights under paragraph (d)(i) below. It is understood and agreed that Landlord’s sole remedy for any violation of this Article 29 shall be, at Landlord’s option, to register as an investment company exercise Landlord’s rights under the 1940 Act and paragraph (viiid) the Depositor or any permitted successor assignee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee and this Trust Agreement. Notwithstanding the foregoing, the Trust shall not, except with the consent of all Holders of the Preferred Securities, merge with or into, consolidate, amalgamate, or be replaced by, any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger or replacement would cause the Trust or the successor entity not to be classified as a grantor trust for United States Federal income tax purposesArticle 29.

Mergers, Consolidations. Amalgamations Etc. CCPR will not, nor will it permit any of its Subsidiaries to, merge into or Replacements of the Trust. The Trust may not merge consolidate with or into, consolidate, amalgamateany other Person, or be replaced bypermit any other Person to merge into or consolidate with it, or convey, transfer liquidate or lease its properties and assets as an entirety or substantially as an entirety to any corporation or other entitydissolve, except as described below. The Trust maythat, if at the request of the Depositor, with the consent of the Administrative Trustee time thereof and without the consent of the Holders of the Preferred Securities, merge with or into, consolidate, amalgamate, or immediately after giving effect thereto no Default shall have occurred and be replaced by, a trust organized as such under the laws of any State; provided, that continuing: (i) insofar as the Revolving Credit Lenders and Term A Facility Lenders are concerned: (A) any Subsidiary of CCPR other than the Borrower or a License Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation; (B) any Subsidiary of CCPR other than the Borrower or a License Subsidiary may merge into any other Subsidiary of CCPR in a transaction in which the surviving entity is a Subsidiary other than a Foreign Subsidiary; and (C) any Subsidiary of CCPR other than the Borrower or a License Subsidiary may liquidate or dissolve if CCPR determines in good faith that such successor entity either liquidation or dissolution is in the best interests of CCPR and is not materially disadvantageous to the Lenders; and (aii) expressly assumes insofar as the Term B Facility Lenders are concerned, any Subsidiary of CCPR may merge or with any other Subsidiary of CCPR, and any Subsidiary of CCPR may be liquidated or dissolved with its assets being transferred to its respective shareholders, provided that (x) in any such merger or consolidation involving the Borrower in circumstances where the Borrower is not the continuing or surviving corporation, the continuing or surviving corporation shall have assumed all of the obligations of the Trust with respect Borrower hereunder pursuant to an instrument in form and substance satisfactory to the Preferred Securities or (b) substitutes for Administrative Agent, and shall have delivered such proof of corporate action, and opinions of counsel, as shall be consistent with those delivered pursuant to Section 5.01 on the Preferred Securities other securities having substantially the same terms Effective Date and as the Preferred Securities Administrative Agent shall have reasonably requested and (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Securities rank with respect to the payment of Distributions and payments upon liquidation and redemption, (ii) the Depositor expressly appoints a trustee of such successor entity possessing the same powers and duties as the Property Trustee with respect to the Debentures, (iii) the Successor Securities are listed, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Securities are then listed, (iv) such merger, consolidation, amalgamation or replacement does not cause the Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securitiesy) in any material respect, (vi) such successor entity has a purpose substantially similar to that liquidation or dissolution of the Trust, (vii) prior to such merger, consolidation, amalgamation or replacementBorrower, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such successor transferee entity will be required to register as an investment company under the 1940 Act and (viii) the Depositor or any permitted successor assignee owns shall have similarly assumed all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least Borrower hereunder pursuant to an instrument in form and substance satisfactory to the extent provided by Administrative Agent, and shall have similarly delivered such proof of corporate action, and opinions of counsel, as shall be consistent with those delivered pursuant to Section 5.01 on the Guarantee Effective Date and this Trust Agreement. Notwithstanding as the foregoing, the Trust Administrative Agent shall not, except with the consent of all Holders of the Preferred Securities, merge with or into, consolidate, amalgamate, or be replaced by, any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger or replacement would cause the Trust or the successor entity not to be classified as a grantor trust for United States Federal income tax purposeshave reasonably requested.