on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 5 contracts
Samples: United National Bancorp (United National Bancorp), Satisfaction And (Imperial Capital Trust I), Indenture (New York Bancorp Capital Trust)
on Certain Terms. Nothing Subject to the provisions of Section 9.2, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Issuer with or into any other Person or Persons (whether or not affiliated with the Company, as the case may beIssuer), or successive consolidations or mergers in which the Company, Issuer or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyancelease, transfer exchange or lease other disposition of all or substantially all the property and assets of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, Issuer to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may beIssuer) authorized to acquire and operate the same; provided, however, and the Issuer hereby covenants and agrees, that any such consolidation, merger, sale, lease, exchange or other disposition shall be upon the conditions that (a) the Company is the surviving Personimmediately after giving effect to such consolidation, merger, sale, lease, exchange or other disposition of the Person (whether the Issuer or such other Person) formed by or surviving any such consolidation or merger (if other than the Company) merger, or to which such sale, conveyancelease, transfer exchange or lease other disposition shall have been made, no Event of property is made is Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; (b) the Person (if other than the Issuer) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall be a Person corporation or partnership organized and existing under the laws of the United States or of America, any State state thereof or the District of Columbia, ; and (bc) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, the due and punctual payment of the principal of (and premiuminterest, if any) and interest , on all the Securities Securities, according to their tenor tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company Issuer, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee Trustee, by the Person (if other than the Issuer) formed by such consolidation, or into which the Company Issuer shall have been merged, or by the Person which shall have acquired or leased such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 4 contracts
Samples: Hovnanian Enterprises Inc, Hovnanian Enterprises Inc, Hovnanian Enterprises Inc
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuingcontinuing and (d) such consolidation, merger, sale, conveyance, transfer or lease does not cause the Securities to be downgraded by a nationally recognized statistical rating organization.
Appears in 4 contracts
Samples: Indenture (Ml Bancorp Inc), Indenture (First Keystone Financial Inc), Indenture (Argo Capital Trust Co)
on Certain Terms. Nothing contained in this Indenture The Issuer covenants that it will not merge or in any of the Securities shall prevent any consolidation or merger of the Company consolidate with or into any other Person or sell or convey (whether including by way of lease) all or not affiliated with substantially all of its assets to any Person (other than the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease conveyance (including by way of lease) of all or substantially all of the property Issuer's assets in a single transaction or a series of the Companytransactions to one or more wholly-owned Subsidiaries), or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person unless (whether or not affiliated with the Company, or its successor or successors, as the case may bei) authorized to acquire and operate the same; provided, that either (aA) the Company is Issuer shall be the surviving Person, continuing entity or (B) the successor entity or the Person formed which acquires by sale or surviving any such consolidation conveyance all or merger substantially all the assets of the Issuer (if other than the CompanyIssuer) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and shall (b1) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, expressly assume the due and punctual payment of the principal of (and premiumof, the Make-Whole Amount, if any) , and interest on all the Securities Notes, according to their tenor tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and the Notes to be kept performed or performed observed by the Company shall be expressly assumedIssuer, by supplemental indenture (which shall conform satisfactory to the provisions of the Trust Indenture ActTrustee, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by such Person, and (2) if such Person is not organized under the Person formed laws of the United States of America or any State thereof, agree in such supplemental indenture that any amount to be paid by such consolidationPerson to Holders of the Notes shall be paid without deduction or withholding for any taxes, levies, imposts or charges whatsoever imposed by or for the account of the country in which any such Person is organized or any political subdivision or taxing authority thereof or therein, or into which the Company if deduction or withholding of any such taxes, levies, imposts or charges shall have been mergedat any time be required by such country as aforesaid, or by any of its political subdivisions or taxing authorities, such Person will pay any such additional amount in respect of principal, Make-Whole Amount, if any, and interest as may be necessary in order that the Person which shall have acquired such propertynet amounts paid to the Holders of the Notes or the Trustee, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal, Make-Whole Amount, if any, and interest as specified in the Notes to which such Holders or the Trustee are entitled, and (cii) the Issuer or such successor Person or acquiring Person shall not, immediately after giving effect to such merger or consolidation, merger, sale, or such sale or conveyance, transfer be in default in the performance of any such covenant or lease, no Default or Event of Default shall have occurred and be continuingcondition.
Appears in 3 contracts
Samples: Indenture (Corporate Realty Consultants Inc), Corporate Realty Consultants Inc, Corporate Realty Consultants Inc
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation consolidation, amalgamation or merger of the Company with or into any other Person or Persons (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, assignment, conveyance, transfer or lease of the property properties and assets of the Company, or its successor or successors, as the case may be, Company as an entirety, entirety or substantially as an entirety, entirety to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized lawfully entitled to acquire and operate the same; provided, that (a) however, the Company is the surviving Personhereby covenants and agrees, that it shall not, in a single transaction or series of related transactions, consolidate, amalgamate or merge with or into any other Person or Persons, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such salesell, conveyanceassign, convey, transfer or lease of property is made is a Person organized its properties and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company assets as an entirety, entirety or substantially as an entirety, to any other Person, entirety unless (i) the due and punctual payment of the principal of (and premium, if any) , and interest on all of the Securities Securities, according to their tenor tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture and any Securities hereunder to be kept or performed by the Company Company, shall be expressly assumed, by indenture supplemental indenture (which shall conform hereto, in form reasonably satisfactory to the provisions of the Trust Indenture ActTrustee, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such propertyproperties and assets, as (ii) the case may beCompany shall be the continuing corporation or the Person, if other than the Company, formed by such consolidation or with which or into which the Company is merged or the Person or group of affiliated Persons to which all or substantially all the Company’s properties and assets are sold, assigned, conveyed, transferred or leased is a corporation organized and existing under the laws of the United States and any of its states or the District of Columbia, (ciii) immediately after giving effect to the transaction, there shall be no Default under this Indenture and (iv) the Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, sale, assignment, merger, sale, conveyance, transfer or leaselease and, no Default or Event of Default shall if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have occurred and be continuingbeen complied with.
Appears in 3 contracts
Samples: Senior Indenture (Alpha Natural Resources, Inc.), Senior Indenture (Massey Energy Co), Indenture (Energy Transport CO)
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Corporation with or into any other Person corporation or corporations organized under the laws of a domestic jurisdiction (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successorsCorporation, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease other disposition of the property of the Company, or its successor or successorsCorporation, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other Person corporation organized under the laws of a domestic jurisdiction (whether or not affiliated with the CompanyCorporation, as the case may be, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, however, that (a) the Company is the surviving PersonCorporation hereby covenants and agrees that, or the Person formed by or surviving upon any such consolidation or merger (if other than the Company) or to which such consolidation, merger, sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Persondisposition, the due and punctual payment payment, in the case of the Corporation, of the principal of (and premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series to be kept or performed by the Company Corporation as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Debt Trustee executed and delivered to the Debt Trustee by the Person entity formed by such consolidation, or into which the Company Corporation, as the case may be, shall have been merged, or by the Person entity which shall have acquired such property; provided, as the case may befurther, and (c) that after giving effect to such consolidation, merger, sale, conveyance, transfer or leasethereto, no Default or Event of Default shall have occurred and be continuingcontinuing hereunder.
Appears in 2 contracts
Samples: Indenture (General Motors Capital Trust D), Indenture (General Motors Corp)
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Corporation with or into any other Person (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the Company, Corporation or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the CompanyCorporation, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the CompanyCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, provided that (a) the Company Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCorporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which if the Company Corporation is not the surviving Person or Person, upon any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Corporation shall be expressly assumedassumed by the surviving Person, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effect) satisfactory in form to the Debenture Trustee executed and delivered to the Debenture Trustee by the Person formed by such consolidation, or into which the Company Corporation shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 2 contracts
Samples: Indenture (Hamilton Capital Trust I), Indenture (Hamilton Capital Trust I)
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, as the case may be, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture ActAct of 1939, as then in effect) satisfactory in form to the Trustee Trustee, and executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.which
Appears in 2 contracts
Samples: Indenture (New South Capital Trust I), Indenture (New South Capital Trust I)
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 2 contracts
Samples: Sterling Bancshares Capital Trust Ii, Sterling Bancshares Capital Trust Ii
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, Company or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Personentity, or the Person entity formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person corporation, partnership, trust or other entity organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which if the Company is not the surviving Person or entity, upon any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumedassumed by the surviving entity, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effecteffect applicable to indentures qualified thereunder) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person entity formed by such consolidation, or into which the Company shall have been merged, or by the Person entity which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing, (d) such consolidation, merger, sale, conveyance, transfer or lease is permitted under the Declaration and Preferred Securities Guarantee and does not give rise to any breach or violation of the Declaration or Preferred Securities Guarantee, and (e) each company that is an insurance subsidiary of the Company immediately prior to the transaction shall, immediately after such transaction, have an A.M. Best financial strength rating equal to or higher than the rating assigned to such subsidiary immediately prior to the transaction.
Appears in 2 contracts
Samples: Indenture (Proassurance Corp), Indenture (Proassurance Corp)
on Certain Terms. Nothing Subject to the provisions of Section 9.3, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Issuer with or into any other Person corporation or corporations (whether or not affiliated with the Company, as the case may beIssuer), or successive consolidations or mergers in which the Company, Issuer or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyancelease, transfer exchange or lease other disposition of all or substantially all the property and assets of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, Issuer to any other Person corporation (whether or not affiliated with the Company, or its successor or successors, as the case may beIssuer) authorized to acquire and operate the same; provided, however, and the Issuer hereby covenants and agrees, that any such consolidation, merger, sale, lease, exchange or other disposition shall be upon the conditions that (a) immediately before and after such consolidation, merger, sale, lease, exchange or other disposition of the Company is corporation (whether the surviving Person, Issuer or the Person such other corporation) formed by or surviving any such consolidation or merger (if other than the Company) merger, or to which such sale, conveyancelease, transfer exchange or lease other disposition shall have been made, shall not be in default in the performance or observance of property is made is a Person organized and existing under the laws any of the United States or any State thereof or the District of Columbiaterms, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Issuer and no Event of Default shall exist; (b) the corporation (if other than the Issuer) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall be a corporation organized under the laws of the United States of America, any state thereof or the District of Columbia; and (c) the due and punctual payment of the principal of and interest, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Issuer, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee Trustee, by the Person corporation (if other than the Issuer) formed by such consolidation, or into which the Company Issuer shall have been merged, or by the Person corporation which shall have acquired or leased such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 2 contracts
Samples: Belco Oil & Gas Corp, Belco Oil & Gas Corp
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Company, shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 2 contracts
Samples: Indenture (Agl Capital Trust Iii), Indenture (Agl Resources Inc)
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated 50 with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuingcontinuing and (d) such consolidation, merger, sale, conveyance, transfer or lease does not cause the Securities to be downgraded by a nationally recognized statistical rating organization.
Appears in 2 contracts
Samples: Indenture (Ucbh Holdings Inc), Indenture (Ucbh Trust Co)
on Certain Terms. Nothing Subject to the provisions of Section 9.2, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Issuer with or into any other Person corporation or corporations (whether or not affiliated with the Company, as the case may beIssuer), or successive consolidations or mergers in which the Company, Issuer or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyancelease, transfer exchange or lease other disposition of all or substantially all the property and assets of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, Issuer to any other Person corporation (whether or not affiliated with the Company, or its successor or successors, as the case may beIssuer) authorized to acquire and operate the same; provided, however, and the Issuer hereby covenants and agrees, that any such consolidation, merger, sale, lease, exchange or other disposition shall be upon the conditions that (a) immediately after such consolidation, merger, sale, lease, exchange or other disposition the Company is corporation (whether the surviving Person, Issuer or the Person such other corporation) formed by or surviving any such consolidation or merger (if other than the Company) merger, or to which such sale, conveyancelease, transfer exchange or lease other disposition shall have been made, shall not be in default in the performance or observance of property is made is a Person organized and existing under the laws any of the United States or any State thereof or the District of Columbiaterms, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Issuer; (b) the corporation (if other than the Issuer) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall be a corporation organized under the laws of the United States of America, any state thereof or the District of Columbia; and (c) the due and punctual payment of the principal of and interest, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Issuer, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee Trustee, by the Person corporation (if other than the Issuer) formed by such consolidation, or into which the Company Issuer shall have been merged, or by the Person corporation which shall have acquired or leased such property, as the case may be, property and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuingassets.
Appears in 2 contracts
Samples: Service Corporation International, Service Corporation International
on Certain Terms. Nothing Subject to any modification contained in this any indenture supplemental hereto under which any series of Securities is issued and subject to the provisions of Section 12.02 of the Indenture, nothing contained in the Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Guarantor with or into any other Person corporation or corporations (whether or not affiliated with the Company, as the case may beGuarantor), or successive consolidations or mergers in which the Company, Guarantor or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer sale or lease conveyance of all or substantially all the property of the CompanyGuarantor, to party or parties, or its successor shall prevent any sale or successors, as the case may be, as an entirety, conveyance of all or substantially as an entiretyall the property of the Guarantor, to any other Person corporation (whether or not affiliated with the Company, or its successor or successors, as the case may beGuarantor) authorized to acquire and operate the same; providedprovided however, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation, merger, sale or conveyance, other than a consolidation or merger in which the Company Guarantor is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personcontinuing corporation, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor Guarantee and the due and punctual performance and observance of all of the covenants and conditions of this the Indenture and in such series to be kept or performed by the Company Guarantor, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee Trustee, executed and delivered to the Trustee by the Person corporation (if other than the Guarantor) formed by such consolidation, or into which the Company Guarantor shall have been merged, or by the Person corporation which shall have acquired such property; and provided further that the Guarantor or such successor corporation, as the case may be, and (c) shall not immediately after giving effect to such merger, consolidation, merger, sale, or such sale or conveyance, transfer be in default in the performance of any such covenant or lease, no Default or Event of Default shall have occurred and be continuingcondition.
Appears in 2 contracts
Samples: Indenture (Equistar Chemicals Lp), Third Supplemental Indenture (Lyondell Chemical Co)
on Certain Terms. Nothing Subject to the provisions of Section 9.2, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Issuer or Hovnanian with or into any other Person or Persons (whether or not affiliated with the Company, as the case may beIssuer), or successive consolidations or mergers in which the Company, Issuer or its Hovnanian or their successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyancelease, transfer exchange or lease other disposition of all or substantially all the property and assets of the property of the Company, Issuer or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, Hovnanian to any other Person (whether or not affiliated with the Company, Issuer or its successor or successors, as the case may beHovnanian) authorized to acquire and operate the same; provided, however, and the Issuer and Hovnanian hereby covenant and agree, that any such consolidation, merger, sale, lease, exchange or other disposition shall be upon the conditions that (a) the Company is the surviving Personimmediately after giving effect to such consolidation, merger, sale, lease, exchange or other disposition of the Person (whether the Issuer or Hovnanian or such other Person) formed by or surviving any such consolidation or merger (if other than the Company) merger, or to which such sale, conveyancelease, transfer exchange or lease other disposition shall have been made, no Event of property is made is Default, and no event which after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; (b) the Person (if other than the Issuer or Hovnanian) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall be a Person corporation or partnership organized and existing under the laws of the United States or of America, any State state thereof or the District of Columbia, ; and (bc) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, the due and punctual payment of the principal of (and premiuminterest, if any) and interest , on all the Securities Securities, according to their tenor tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company Issuer or Hovnanian, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee Trustee, by the Person (if other than the Issuer or Hovnanian) formed by such consolidation, or into which the Company Issuer or Hovnanian shall have been merged, or by the Person which shall have acquired or leased such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 2 contracts
Samples: Hovnanian Enterprises Inc, Hovnanian Enterprises Inc
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of obsex- xxxxx xx all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Company, shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuingcontinuing and (d) such consolidation, merger, sale, conveyance, transfer or lease does not cause the Securities to be downgraded by a nationally recognized statistical rating organization.
Appears in 2 contracts
Samples: Indenture (Firstar Corp /Wi/), Indenture (Firstar Capital Trust I)
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Corporation with or into any other Person (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the Company, Corporation or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the CompanyCorporation, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the CompanyCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCorporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which if the Company Corporation is not the surviving Person or Person, upon any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Corporation shall be expressly assumedassumed by the surviving Person, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effect) satisfactory in form to the Debenture Trustee executed and delivered to the Debenture Trustee by the Person formed by such consolidation, or into which the Company Corporation shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 2 contracts
Samples: BFD Preferred Capital Trust Ii, New York Community Bancorp Inc
on Certain Terms. Nothing Subject to any modification contained in this any indenture supplemental hereto under which any series of Securities is issued and subject to the provisions of Section 12.02 of the Indenture, nothing contained in the Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Guarantor with or into any other Person corporation or corporations (whether or not affiliated with the Company, as the case may beGuarantor), or successive consolidations or mergers in which the Company, Guarantor or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer sale or lease conveyance of all or substantially all the property of the CompanyGuarantor, to party or parties, or its successor shall prevent any sale or successors, as the case may be, as an entirety, conveyance of all or substantially as an entiretyall the property of the Guarantor, to any other Person corporation (whether or not affiliated with the Company, or its successor or successors, as the case may beGuarantor) authorized to acquire and operate the same; providedprovided however, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation, merger, sale or conveyance, other than a consolidation or merger in which the Company Guarantor is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personcontinuing corporation, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor Guarantee and the due and punctual performance and observance of all of the covenants and conditions of this the Indenture and in such series to be kept or performed by the Company Guarantor, shall be expressly assumed, by supplemental indenture (which shall conform to in compliance with the provisions of the Trust Indenture ActIndenture, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person corporation (if other than the Guarantor) formed by such consolidation, or into which the Company Guarantor shall have been merged, or by the Person corporation which shall have acquired such property; and provided further that the Guarantor or such successor corporation, as the case may be, and (c) shall not immediately after giving effect to such merger, consolidation, merger, sale, or such sale or conveyance, transfer be in default in the performance of any such covenant or lease, no Default or Event of Default shall have occurred and be continuingcondition.
Appears in 2 contracts
Samples: Indenture (Equistar Chemicals Lp), Third Supplemental Indenture (Lyondell Chemical Co)
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the -------- Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Company, shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 2 contracts
Samples: Indenture (Xerox Capital Trust I), Agl Capital Trust Ii
on Certain Terms. Nothing Subject to the provisions of Section 9.2, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Issuer with or into any other Person or Persons (whether or not affiliated with the Company, as the case may beIssuer), or successive consolidations or mergers in which the Company, Issuer or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyancelease, transfer exchange or lease other disposition of all or substantially all the property and assets of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, Issuer to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may beIssuer) authorized to acquire and operate the same; provided, however, and the Issuer hereby covenants and agrees, that any such consolidation, merger, sale, lease, exchange or other disposition shall be upon the conditions that (a) the Company is the surviving Personimmediately after giving effect to such consolidation, merger, sale, lease, exchange or other disposition of the Person (whether the Issuer or such other Person) formed by or surviving any such consolidation or merger (if other than the Company) merger, or to which such sale, conveyancelease, transfer exchange or lease other disposition shall have been made, no Event of property is made is Default, and no event which after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; (b) the Person (if other than the Issuer) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall be a Person corporation or partnership organized and existing under the laws of the United States or of America, any State state thereof or the District of Columbia, ; and (bc) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, the due and punctual payment of the principal of (and premiuminterest, if any) and interest , on all the Securities Securities, according to their tenor tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company Issuer, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee Trustee, by the Person (if other than the Issuer) formed by such consolidation, or into which the Company Issuer shall have been merged, or by the Person which shall have acquired or leased such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 2 contracts
Samples: Hovnanian Enterprises Inc, Hovnanian Enterprises Inc
on Certain Terms. Nothing Subject to the provisions of Section 9.2, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Issuer with or into any other Person or Persons (whether or not affiliated with the Company, as the case may beIssuer), or successive consolidations or mergers in which the Company, Issuer or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyancelease, transfer exchange or lease other disposition of all or substantially all the property and assets of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, Issuer to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may beIssuer) authorized to acquire and operate the same; provided, however, and the Issuer hereby covenants and agrees, that any such consolidation, merger, sale, lease, exchange or other disposition shall be upon the conditions that (a) the Company is the surviving Personimmediately after giving effect to such consolidation, merger, sale, lease, exchange or other disposition of the Person (whether the Issuer or such other Person) formed by or surviving any such consolidation or merger (if other than the Company) merger, or to which such sale, conveyancelease, transfer exchange or lease other disposition shall have been made, no Event of property is made is Default, and no event which after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; (b) the Person (if other than the Issuer) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall be a Person corporation, limited liability company or partnership organized and existing under the laws of the United States or of America, any State state thereof or the District of Columbia, ; and (bc) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, the due and punctual payment of the principal of (and premiuminterest, if any) and interest , on all the Securities Securities, according to their tenor tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company Issuer, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee Trustee, by the Person (if other than the Issuer) formed by such consolidation, or into which the Company Issuer shall have been merged, or by the Person which shall have acquired or leased such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 2 contracts
Samples: Citizens Communications Co, Citizens Communications Co
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) be authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 2 contracts
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Corporation with or into any other Person (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the Company, Corporation or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the CompanyCorporation, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the CompanyCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCorporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Corporation shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effect) satisfactory in form to the Debenture Trustee executed and delivered to the Debenture Trustee by the Person formed by such consolidation, or into which the Company Corporation shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 2 contracts
Samples: Indenture (Banknorth Capital Trust I), Indenture (Webster Capital Trust Ii)
on Certain Terms. Nothing contained in this Indenture The Company ---------------------------- covenants that it will not merge or in consolidate with any other corporation or sell or convey all or substantially all of the Securities shall prevent its assets to any consolidation or merger of Person unless (i) either the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Personcontinuing corporation, or the Person formed by or surviving any such consolidation or merger successor corporation (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is shall be a Person corporation organized and existing under the laws of the United States of America or any a State thereof or the District of Columbia, Columbia and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, corporation shall expressly assume the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities Securities, according to their tenor tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform satisfactory to the provisions of the Trust Indenture ActTrustee, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidationcorporation, or into which (ii) the Company shall have been merged, or by the Person which shall have acquired such propertysuccessor corporation, as the case may be, and shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition, (ciii) after giving effect in the case of Securities of a series issued to a DPL Trust, such consolidation, merger, salesale or conveyance is permitted under the relevant Trust Agreement and DPL Guarantee and does not give rise to any breach or violation of such Trust Agreement or DPL Guarantee , and (iv) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders of all Securities will not recognize income, gain or loss for United States federal income tax purposes as a result of such merger, consolidation, sale or conveyance, transfer and that such holders will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such merger, consolidation, sale or lease, no Default or Event of Default shall have occurred and be continuingconveyance had not occurred.
Appears in 2 contracts
Samples: Indenture (DPL Inc), Indenture (DPL Inc)
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company or the Guarantor with or into any other Person corporation or corporations (whether or not affiliated with the CompanyCompany or the Guarantor, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successorsthe Guarantor, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease other disposition of the property of the Company, Company or its successor or successorsthe Guarantor, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other Person corporation (whether or not affiliated with the CompanyCompany and the Guarantor, as the case may be, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) -------- however, the Company is and the surviving PersonGuarantor hereby covenant and agree that, or the Person formed by or surviving upon any ------- such consolidation or merger (if other than the Company) or to which such consolidation, merger, sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Persondisposition, the due and punctual payment payment, in the case of the Company, of the principal of (and premium, if any) and interest on all of the Debt Securities of all series in accordance with the terms of each series, according to their tenor or, in the case of the Guarantor, the performance of all obligations under the Guarantees, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series to be kept or performed by the Company or the Guarantor, as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person entity formed by such consolidation, or into which the Company or the Guarantor, as the case may be, shall have been merged, or by the Person entity which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 2 contracts
Samples: Indenture (Countrywide Capital Ii), Indenture (Countrywide Capital Ii)
on Certain Terms. Nothing contained in this Indenture The Issuer covenants that it will not merge or in consolidate with any other Person or sell, convey, transfer, lease or otherwise dispose of the Securities shall prevent all or substantially all of its property and assets to any Person (other than a consolidation with or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer transfer, lease or lease other disposition to a Wholly-Owned Subsidiary with a positive net worth; provided that, in connection with any such merger of the property Issuer with a Wholly-Owned Subsidiary, no consideration (other than common stock) in the surviving person or the Issuer shall be issued or distributed to the stockholders of the CompanyIssuer), unless (i) either (x) the Issuer shall be the continuing corporation, or its the successor corporation or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may bey) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger into which the Issuer is merged or that acquires by sale or conveyance substantially all the assets of the Issuer (if other than the CompanyIssuer) shall be a corporation or to which such sale, conveyance, transfer or lease of property is made is a Person limited liability company organized and validly existing under the laws of the United States of America or any State jurisdiction thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, shall expressly assume the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities Securities, according to their tenor tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept performed or performed observed by the Company shall be expressly assumedIssuer, by supplemental indenture (which shall conform satisfactory to the provisions of the Trust Indenture ActTrustee, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidationPerson, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (cii) immediately after giving effect to such consolidation, merger, sale, conveyance, transfer or leasetransaction, no Default default or Event of Default shall have occurred and be continuingcontinuing and (iii) the Issuer delivers to the Trustee an Officers' Certificate and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 8.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that the foregoing limitations shall not apply if, in the good faith determination of the Board of Directors, whose determination shall be evidenced by a board resolution certified to the Trustee, the principal purpose of such transaction is to change the state of incorporation of the Issuer; and provided further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.
Appears in 2 contracts
Samples: Indenture (Comcast Mo Group Inc), Comcast Mo Group Inc
on Certain Terms. Nothing contained in this Indenture or in any of the Debt Securities shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer conveyance or lease of all or substantially all of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, Company to any other Person corporation (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, however, and the Company hereby covenants and agrees, that any such consolidation, merger, sale, conveyance or lease shall be upon the condition that (a) immediately after such consolidation, merger, sale, conveyance or lease the corporation (whether the Company is the surviving Person, or the Person such other corporation) formed by or surviving any such consolidation or merger (if other than the Company) merger, or to which such sale, conveyance, transfer conveyance or lease shall have been made, shall not be in default in the performance or observance of property is made is a Person organized and existing under the laws any of the United States or any State thereof or the District of Columbiaterms, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Company; (b) the corporation (if other than the Company) formed by or surviving any such consolidation or merger or to which such sale, conveyance or lease shall have been made, shall be a corporation organized under the laws of the United States of America or any state thereof; and (c) the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee Trustee, executed and delivered to the Trustee by the Person Corporation (if other than the 61 70 Company) formed by such consolidation, or into which the Company shall have been merged, or by the Person corporation which shall have acquired or leased such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Indenture (Johnson Controls Inc)
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or States, any State thereof or the District of ColumbiaColumbia or the Commonwealth of Puerto Rico, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, be and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default, or any event which, after notice or lapse of time or both, would become a Default or an Event of Default, shall have occurred and be continuing.
Appears in 1 contract
Samples: R&g Financial Corp
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; providedPROVIDED, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance obser- xxxxx of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Indenture (Haven Capital Trust I)
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, be and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Dynegy Capital Trust Iii
on Certain Terms. Nothing contained in this Indenture The Company covenants that it will not merge or in consolidate with any other Corporation or sell, assign, transfer, lease or otherwise convey all or substantially all of the Securities shall prevent its property or assets to any consolidation or merger of Person, unless (i) either the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Personcontinuing Corporation, or the successor Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is shall be a Person Corporation organized and existing under the laws of the United States of America or any State a state thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, Corporation shall expressly assume the due and punctual payment of the principal of (and premium, if any) ), interest, if any, and interest Additional Amounts, if any, on all the Securities and any Coupons, according to their tenor tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, Corporation by supplemental indenture (which shall conform satisfactory to the provisions of the Trust Indenture ActTrustee, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by such Corporation, (ii) each Guarantor shall, by supplemental indenture, confirm that their Guarantee shall apply to the Person formed surviving entity's obligations under the Securities and this Indenture, as modified by such consolidationsupplemental indenture, or into which and confirm the due and punctual performance of the Guarantee and the covenants of the Guarantor in this Indenture, and (iii) the Company shall have been merged, or by the Person which shall have acquired such propertysuccessor Corporation, as the case may be, and (c) shall not, immediately after giving effect to such merger or consolidation, mergeror such sale or conveyance, be in default in the performance of any such covenant or condition. For purposes of the foregoing, any sale, conveyanceassignment, transfer, lease or other conveyance of the properties and assets of one or more Significant Subsidiaries (other than to the Company or another Subsidiary of the Company), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or lease, no Default or Event substantially all of Default shall have occurred the properties and be continuingassets of the Company.
Appears in 1 contract
Samples: Gmac Residential Holding Corp.
on Certain Terms. Nothing Subject to the provisions of Section 9.2, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Issuer with or into any other Person corporation or corporations (whether or not affiliated with the Company, as the case may beIssuer), or successive consolidations or mergers in which the Company, Issuer or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyancelease, transfer exchange or lease other disposition of all or substantially all the property and assets of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, Issuer to any other Person corporation (whether or not affiliated with the Company, or its successor or successors, as the case may beIssuer) authorized to acquire and operate the same; providedprovided however, and the Issuer hereby covenants and agrees, that any such consolidation, merger, sale, lease, exchange or other disposition shall be upon the conditions that (a) immediately after such consolidation, merger, sale, lease, exchange or other disposition the Company is corporation (whether the surviving Person, Issuer or the Person such other corporation) formed by or surviving any such consolidation or merger (if other than the Company) merger, or to which such sale, conveyancelease, transfer exchange or lease other disposition shall have been made, shall not be in default in the performance or observance of property is made is a Person organized and existing under the laws any of the United States or any State thereof or the District of Columbiaterms, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Issuer; (b) the corporation (if other than the Issuer) formed by or surviving any such -44- 52 consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall be a corporation organized under the laws of the United States of America, any state thereof or the District of Columbia; and (c) the due and punctual payment of the principal of and interest, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Issuer, shall be expressly assumedassumed and the conversion rights, if any, shall be provided for in accordance with this Indenture, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee Trustee, by the Person corporation (if other than the Issuer) formed by such consolidation, or into which the Company Issuer shall have been merged, or by the Person corporation which shall have acquired or leased such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Service Corporation International
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation consolidation, amalgamation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company, as the case may be), or successive consolidations consolidations, amalgamations or mergers in which the Company, Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer conveyance or lease of all or substantially all of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, Company to any other Person corporation (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, however, and the Company hereby covenants and agrees, that any such consolidation, amalgamation, merger, sale, conveyance or lease shall be upon the condition that (a) immediately after such consolidation, amalgamation, merger, sale, conveyance or lease the corporation (whether the Company is the surviving Person, or the Person such other corporation) formed by or surviving any such consolidation consolidation, amalgamation or merger (if other than the Company) merger, or to which such sale, conveyance, transfer conveyance or lease shall have been made, shall not be in default in the performance or observance of property is made is a Person organized and existing under the laws any of the United States or any State thereof or the District of Columbiaterms, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Company; (b) the corporation (if other than the Company) formed by or surviving any such consolidation, amalgamation or merger or to which such sale, conveyance or lease shall have been made, shall be a corporation organized under the laws of the United States of America or any state thereof; and (c) the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee Trustee, executed and delivered to the Trustee by the Person Corporation (if other than the Company) formed by such consolidationconsolidation or amalgamation, or into which the Company shall have been merged, or by the Person corporation which shall have acquired or leased such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Cincinnati Financial Corp
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) be authorized to acquire and operate the same; providedPROVIDED, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Indenture (M&t Bank Corp)
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture ActAct of 1939, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing, and (d) to the extent the Securities are rated by a nationally recognized statistical rating organization, such consolidation, merger, sale, conveyance, transfer or lease does not cause the Securities to be downgraded by a nationally recognized statistical rating organization which theretofore has rated such Securities.
Appears in 1 contract
Samples: First Palm Beach Bancorp Inc
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuingcontinuing and (d) such consolidation, merger, sale, conveyance, transfer or lease does not cause the Securities to be downgraded by a nationally recognized statistical rating organization.
Appears in 1 contract
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation consolidation, conversion or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations consolidations, conversions or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, Company or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, Company or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation consolidation, conversion or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, conversion, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee Trustee, and executed and delivered to the Trustee by the Person formed by such consolidationconsolidation or conversion, or into which the Company shall have been converted or merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, conversion, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuingcontinuing and (d) such consolidation, conversion, merger, sale, conveyance, transfer or lease does not cause the Securities to be downgraded by a nationally recognized statistical rating organization.
Appears in 1 contract
Samples: Indenture (Albank Capital Trust I)
on Certain Terms. Nothing contained in this Indenture or in any Section 8.01 of the Securities Senior Indenture shall prevent any consolidation not be applicable to the Notes and in its place and stead the following provision shall be applicable: The Company may consolidate with, or merger sell, lease or convey all or substantially all of the Company its assets to, or merge with or into any other Person Person, provided that in any such case, (whether or not affiliated with 1) either the Company, as the case may be), Boston Properties or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, another Person controlled by Boston Properties shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving continuing Person, or the successor Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is shall be a Person organized and existing under the laws of the United States or States, any State thereof or the District of Columbia, Columbia and (b) upon any such consolidation or merger in which the Company is not the surviving successor Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, shall expressly assume the due and punctual payment of the principal of (and premiumpremium or make-whole amount, if any) and interest interest, if any, on the Securities Notes, according to their tenor tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture the Senior Indenture, as modified by the Seventh Supplemental Indenture, to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform indenture, complying with Article Nine of the Senior Indenture, as amended by this Seventh Supplemental Indenture, satisfactory to the provisions of the Trust Indenture ActTrustee, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the such Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c2) immediately after giving effect to such consolidation, merger, sale, conveyance, transfer transaction and treating any indebtedness which becomes an obligation of the Company or leaseany Subsidiary as a result thereof as having been incurred by the Company or such Subsidiary at the time of such transaction, no Default or Event of Default Default, and no event which, after notice or the lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon any such consolidation, merger or transfer, the resulting, surviving or transferee Person shall succeed to, and may exercise every right and power of, the Company under the Senior Indenture, as modified by this Seventh Supplemental Indenture.
Appears in 1 contract
Samples: Boston Properties LTD Partnership
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, Company or its successor or successors, as the case may be, successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, Company or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall 60 have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, and assets as an entirety, entirety or substantially as an entirety, entirety to any other Person (whether if the securities issued in exchange for the Securities in such transaction shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or not affiliated thereafter issued in accordance with the Company, or its successor or successors, terms of this Indenture as though all of such Securities had been issued at the case may be) authorized to acquire and operate date of the sameexecution hereof; provided, however, that (a) the Company is the surviving Personshall not consolidate with or merge into any -------- ------- other Person or sell, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyanceconvey, transfer or lease of property its properties and assets as an entirety or substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or sell, convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the Company, unless (i) in case the Company consolidates with or merges into another Person or sells, conveys or transfers its properties and assets as an entirety or substantially as an entirety to any Person, the successor Person is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which successor Person expressly assumes the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, the due and punctual payment of the principal of (and premium, if any) and interest Company's obligations on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (cii) immediately after giving effect to such consolidation, merger, sale, conveyance, transfer or leasethereto, no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Indenture (Bancfirst Corp /Ok/)
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Company, shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.ac-
Appears in 1 contract
Samples: Amcore Capital Trust I
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Corporation with or into any other Person (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the Company, Corporation or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the CompanyCorporation, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the CompanyCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; providedPROVIDED, that (a) the Company Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCorporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which if the Company Corporation is not the surviving Person or Person, upon any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Corporation shall be expressly assumedassumed by the surviving Person, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effect) satisfactory in form to the Debenture Trustee executed and delivered to the Debenture Trustee by the Person formed by such consolidation, or into which the Company Corporation shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Indenture (Interwest Bancorp Inc)
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease other disposition of the property of the Company, or its successor or successors, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other Person corporation (whether or not affiliated with the Company, as the case may be, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving upon any such consolidation or merger (if other than the Company) or to which such consolidation, merger, sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Persondisposition, the due and punctual payment of the principal of (and premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series to be kept or performed by the Company as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person entity formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the Person entity which shall have acquired such property, as the case may be, and (cb) after giving effect to such consolidation, merger, sale, conveyance, transfer or leaseother disposition, no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Indenture (Citicorp)
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Corporation with or into any other Person (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the CompanyCorporation, or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the CompanyCorporation, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the CompanyCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCorporation) or to which 61 70 such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Corporation shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Corporation, shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuingcontinuing and (d) such consolidation, merger, sale, conveyance, transfer or lease does not cause the Securities to be downgraded by a nationally recognized statistical rating organization.
Appears in 1 contract
Samples: Peoples Heritage Financial Group Inc
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Corporation with or into any other Person (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the Company, Corporation or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the CompanyCorporation, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the CompanyCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCorporation) or to which such sale, conveyance, transfer or lease of property is made is a Person corporation, partnership, trust or other entity organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which if the Company Corporation is not the surviving Person or Person, upon any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Corporation shall be expressly assumedassumed by the surviving Person, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effect) satisfactory in form to the Debenture Trustee executed and delivered to the Debenture Trustee by the Person formed by such consolidation, or into which the Company Corporation shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing, and (d) such consolidation, merger, sale, conveyance, transfer or lease is permitted under the Declaration and Preferred Securities Guarantee and does not give rise to any breach or violation of the Declaration or Preferred Securities Guarantee.
Appears in 1 contract
Samples: Indenture (Valley National Bancorp)
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Corporation with or into any other Person (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the CompanyCorporation, or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the CompanyCorporation, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the CompanyCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company Corporation -------- is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCorporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Corporation shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Corporation, shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuingcontinuing and (d) such consolidation, merger, sale, conveyance, transfer or lease does not cause the Securities to be downgraded by a nationally recognized statistical rating organization.
Appears in 1 contract
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
on Certain Terms. Nothing Subject to ----------------------------------------------- the provisions of Section 12.2, nothing contained in this Indenture or in any of the Securities Notes shall prevent any consolidation or merger of the Company with or into any other Person or Persons (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer conveyance or lease (or successive sales, conveyances or leases) of all or substantially all of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company), or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, same and that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person shall be organized and existing under the laws of the United States or of America, any State state thereof or the District of ColumbiaColumbia or any other country, if the merger, consolidation or other transaction would not impair the rights of the holders of the Notes; provided, however, that upon any such consolidation, merger, sale, conveyance or lease, (a) no default or Event of Default shall have occurred and be continuing immediately following such merger, consolidation or other transaction, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, the due and punctual payment of the principal of (and premium, if any) , and interest (including Liquidated Damages, if any) on all of the Securities Notes, according to their tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee Trustee, executed and delivered to the Trustee by the Person (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the Person which that shall have acquired or leased such property, as and such supplemental indenture shall provide for the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuingapplicable conversion rights set forth in Section 15.6.
Appears in 1 contract
Samples: Riverstone Networks Inc
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of ColumbiaColumbia and is the ultimate parent entity of the organization with which the Company is engaging in such transaction, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been mergedmerged (or its ultimate parent entity), or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Indenture (Sterling Bancshares Inc)
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, Company or its successor or successors, as the case may be, successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, Company or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture ActAct of 1939, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, 47 54 merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Trenwick Group Inc
on Certain Terms. Nothing contained in this Indenture or in any of the Securities Junior Subordinated Debentures shall prevent any consolidation or merger of the Company Corporation with or into any other Person (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the Company, Corporation or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the CompanyCorporation, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the CompanyCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCorporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities Junior Subordinated Debentures according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Corporation shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effect) satisfactory in form to the Debenture Trustee executed and delivered to the Debenture Trustee by the Person formed by such consolidation, or into which the Company Corporation shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Debenture Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Mainstreet Bankgroup Inc
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company or the Guarantor with or into any other Person corporation or corporations (whether or not affiliated with the CompanyCompany or the Guarantor, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successorsthe Guarantor, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease other disposition of the property of the Company, Company or its successor or successorsthe Guarantor, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other Person corporation (whether or not affiliated with the CompanyCompany and the Guarantor, as the case may be, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) however, the Company is and the surviving PersonGuarantor hereby covenant and agree that, or the Person formed by or surviving upon any such consolidation or merger (if other than the Company) or to which such consolidation, merger, sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Persondisposition, the due and punctual payment payment, in the case of the Company, of the principal of (and premium, if any) and interest on all of the Securities Securities, according to their tenor or, in the case of the Guarantor, the performance of all obligations under the Guarantees, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company or the Guarantor, as the case may be, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person entity formed by such consolidation, or into which the Company or the Guarantor, as the case may be, shall have been merged, or by the Person entity which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Countrywide Home Loans Inc
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, Company or its successor or successors, as the case may be, successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, Company or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture ActAct of 1939, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Trenwick Capital Trust I
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, as the case may be, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Bankboston Capital Trust Iii
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; providedPROVIDED, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default, or any event which, after notice or lapse of time or both, would become a Default or an Event of Default, shall have occurred and be continuingcontinuing and (d) such consolidation, merger, sale, conveyance, transfer or lease does not cause the Securities to be downgraded by a nationally recognized statistical rating organization.
Appears in 1 contract
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Corporation with or into any other Person (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the Company, Corporation or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the CompanyCorporation, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the CompanyCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, provided that (a) the Company Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCorporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which if the Company Corporation is not the surviving Person or Person, upon any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Corporation shall be expressly assumedassumed by the surviving Person, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effect) satisfactory in form to the Debenture Trustee executed and delivered to the Debenture Trustee by the Person formed by such consolidation, or into which the Company Corporation shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing. Notwithstanding the foregoing, nothing herein shall be deemed to restrict or prohibit, and no supplemental indenture shall be required in the case of, the merger of a Principal Subsidiary Bank with and into a Principal Subsidiary Bank or the Corporation, the consolidation of Principal Subsidiary Banks into a Principal Subsidiary Bank or the Corporation, or the sale or other disposition of all or substantially all of the assets of any Principal Subsidiary Bank to another Principal Subsidiary Bank or the Corporation, if, in any such case in which the surviving, resulting or acquiring entity is not the Corporation, the Corporation would own, directly or indirectly, at least 80% of the voting securities of the Principal Subsidiary Bank (and of any other Principal Subsidiary Bank any voting securities of which are owned, directly or indirectly, by such Principal Subsidiary Bank) surviving such merger, resulting from such consolidation or acquiring such assets.
Appears in 1 contract
Samples: Indenture (CNBF Capital Trust I)
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) be authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws law of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect, to the extent required by the Trust Indenture Act) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Indenture (Premier Bancorp Inc /Pa/)
on Certain Terms. Nothing contained in this Indenture or in any Debt Securities of the Securities any series shall prevent (i) any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall (ii) prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and of, premium, if any) any and interest on the Debt Securities of each series then outstanding according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effect) satisfactory in form to the Debt Trustee executed and delivered to the Debt Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default with respect to any series of Debt Securities shall have occurred and be continuing.
Appears in 1 contract
Samples: Indenture (Suntrust Banks Inc)
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer sale or lease conveyance of all or substantially all of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, Company to any other Person corporation (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; providedPROVIDED, HOWEVER, and the Company hereby covenants and agrees, that any such consolidation, merger, sale or conveyance shall be upon the condition that (a) immediately after such consolidation, merger, sale or conveyance the corporation (whether the Company is the surviving Person, or the Person such other corporation) formed by or surviving any such consolidation or merger (if other than the Company) merger, or to which such salesale or conveyance shall have been made, conveyance, transfer shall not be in default in the performance or lease observance of property is made is a Person organized and existing under the laws any of the United States or any State thereof or the District of Columbiaterms, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Company; (b) the corporation (if other than the Company) formed by or surviving any such consolidation or merger, or to which such sale or conveyance shall have been made, shall be a corporation organized under the laws of the United States of America or any state thereof; and (c) the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee Trustee, executed and delivered to the Trustee by the Person corporation (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the Person corporation which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Arvin Industries Inc
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer conveyance or lease of all or substantially all the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person corporation (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) however, and the Company is the surviving Personhereby covenants and agrees, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) that upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer conveyance or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest interest, if any, on all of the Securities Securities, according to their tenor tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee Trustee, executed and delivered to the Trustee by the Person corporation (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the Person corporation which shall have acquired or leased such property, and provided further, that such corporation shall be a solvent corporation organized under the laws of the United States of America or a State thereof or the District of Columbia. The Company will not so consolidate or merge, or make any such sale, lease or other disposition, and the Company will not permit any other corporation to merge into the Company, unless immediately after the proposed consolidation, merger, sale, lease or other disposition, and after giving effect thereto, the Company or such successor corporation, as the case may be, and (c) after giving effect to such consolidationwill not be in default in the performance or observance of any of the terms, mergercovenants, sale, conveyance, transfer agreements or lease, no Default or Event of Default shall have occurred and be continuingconditions contained in this Indenture.
Appears in 1 contract
Samples: Indenture (Ingersoll Rand Co)
on Certain Terms. Nothing contained in this Indenture or in any of the Securities Debentures shall prevent (i) any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, successors shall be a party or parties, provided that the corporation or successive acquiring corporations shall prevent have a class of equity securities registered under Section 12(g) of the Securities Exchange Act of 1934, as amended, and that the Debentures shall thereafter be convertible into such class of equity securities, or (ii) any sale, conveyance, transfer or lease conveyance of assets not exceeding 10% of the property consolidated net tangible assets of the Company, the assumption of otherwise prohibited liens or its successor or successorssale and leaseback of assets owned by the Company as of the date of this Debenture, as or, provided that the case may be, as an entirety, or substantially as an entiretyaggregate amount of the otherwise prohibited liens and the present value of the sale and leaseback transactions does not exceed 25% of the consolidated net tangible assets of the Company, to any other Person corporation (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, however, that (a) in the event of a sale or conveyance of assets the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized hereby covenants and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) agrees that upon any such sale or conveyance, and upon any such merger or consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personcorporation, the due and punctual payment of the principal of (and premium, if any) and interest on all of the Securities Debentures, according to their tenor tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture the Debentures to be kept or performed by the Company Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee assumed by the Person corporation (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the Person corporation which shall have acquired such property, and immediately after such consolidation, merger, or acquisition, the Company, its Subsidiaries, or such successor corporation, as the case may be, and (c) after giving effect to shall not be or become in violation of any of the terms, covenants or conditions of the Debentures. In case of any such consolidation, merger, sale, or conveyance, transfer or lease, no Default or Event of Default shall have occurred changes in phraseology and form (but not in substance) may be continuingmade in the Debentures thereafter to be issued as may be appropriate.
Appears in 1 contract
Samples: Metalclad Corp
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation consolidation, conversion or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations consolidations, conversions or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, Company or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, Company or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation consolidation, conversion or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, conversion, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture inden- ture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee Trustee, and executed and delivered to the Trustee by the Person formed by such consolidationconsolidation or conversion, or into which the Company shall have been converted or merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, conversion, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuingcontinuing and (d) such consolidation, conversion, merger, sale, conveyance, transfer or lease does not cause the Securities to be downgraded by a nationally recognized statistical rating organization.
Appears in 1 contract
Samples: Community Bank System Inc
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any amalgamation, reconstruction, consolidation or merger of the Company Issuer with or into any other Person corporation or corporations (whether or not affiliated with the Company, as the case may beIssuer), or successive amalgamations, reconstructions, consolidations or mergers in which the Company, Issuer or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer sale or lease conveyance of the property of the Company, or its successor or successors, as the case may be, Issuer as an entirety, entirety or substantially as an entirety, to any other Person corporation (whether or not affiliated with the Company, or its successor or successors, as the case may beIssuer) authorized to acquire and operate the same; provided, however, that (a) the Company is the surviving Personcorporation formed by such amalgamation, restructuring or consolidation, or into which the Person formed by Issuer shall merge, or surviving any which shall acquire such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and validly existing under the laws of the United States States, the United Kingdom or another jurisdiction that is a member country of the Organization for Economic Cooperation and Development (or any State thereof or successor thereto) and provided further and the District of ColumbiaIssuer hereby covenants and agrees that, and (b) upon any such consolidation amalgamation, reconstruction, consolidation, merger, sale or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, the due and punctual payment of the principal of (and premium, if anyi) and interest on the Securities according to their tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company Issuer (including, if applicable, submission to jurisdiction), shall be expressly assumed, assumed by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee Trustee, executed and delivered to the Trustee Trustee, by the Person corporation formed by such amalgamation, reconstruction or consolidation, or into which the Company Issuer shall have been merged, or by the Person corporation which shall have acquired such property, and (ii) if the corporation formed by such amalgamation, reconstruction or consolidation, or into which the Issuer shall have been merged, or which shall have acquired such property, is incorporated under the laws of any jurisdiction other than the United Kingdom or any State of the United States, such corporation shall, in such supplemental indenture, agree that any amounts to be paid by the Issuer under the Securities shall be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of such jurisdiction or any political subdivision or taxing authority thereof or therein or if deduction or withholding of any such taxes, levies, imposts or other governmental charges shall at any time be required by such jurisdiction or any such subdivision or authority, such corporation will (subject to compliance by the Holders of such Securities with any relevant administrative requirements) pay such additional amounts in respect of principal, interest, if any, and sinking fund payments as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee under this Indenture, as the case may be, pursuant to the Securities, after such deduction or withholding, shall equal the respective amounts of principal, interest, if any, and sinking fund payments, as specified in the Securities, to which such Holders or the Trustee are entitled; provided, however, that the foregoing shall not apply to (ci) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that the Holder of the relevant Security (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or engaging or having been engaged in a trade or business or maintaining or having maintained a permanent establishment or being or having been physically present in, such jurisdiction or such political subdivision or otherwise having or having had some connection with such jurisdiction or such political subdivision other than the holding or ownership of a Security, or the collection of principal of, and interest, if any, on, or the enforcement of, a Security, (ii) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after giving effect to the date on which such consolidationpayment became due or was provided for, mergerwhichever is later, (iii) any estate, inheritance, gift, sale, conveyancetransfer, transfer personal property or leasesimilar tax, no Default levy, impost or Event other governmental charge, (iv) any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of Default shall the relevant Security, (v) any present or future tax, levy, impost or other governmental charge which would not have occurred been so imposed, assessed, levied or collected but for the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with such jurisdiction or any political subdivision thereof of the Holder or beneficial owner of the relevant Security, if compliance is required by treaty or by statute, regulation or administrative practice of such jurisdiction or such political subdivision as a condition to relief or exemption from such tax, levy, impost or other governmental charge, (vi) any present or future tax, levy, import or other governmental charge is imposed on a payment to an individual and is required to be continuingmade pursuant to European Council Directive 2003/48/EC or any other European Union Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive, (vii) any present or future tax, levy, impost or other governmental charge which a Holder would have been able to avoid by presenting the relevant debt security to another paying agent in a Member State of the European Union or elsewhere, (viii) any present or future tax, levy, impost or other governmental change which a Holder would have been able to avoid by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom, (ix) any present or future tax, levy, impost or other governmental charge imposed, assessed, levied or collected in respect of a payment under or with respect to a Security to any Holder of the relevant Security that is a fiduciary, partnership or a person other than the sole beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that partnership or beneficial owner would not have been entitled to the additional amounts or would not have been subject to such tax, levy, impost or charge, had that beneficiary, settlor, member or beneficial owner been the actual Holder of such Security ; or (x) any combination of clauses Section 3.02(i) through Section 3.02(ix) above.
Appears in 1 contract
Samples: Astrazeneca PLC
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on and the Applicable Put Price with respect to the Securities according to their tenor and the due and punctual performance and observance of all the obligations, covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture ActAct of 1939, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Company, shall have been merged, or by the Person which shall have acquired such property, as the case may be, be and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing.
Appears in 1 contract
Samples: Indenture (Life Re Capital Trust Ii)
on Certain Terms. Nothing contained in this Indenture or in any of the Securities of any series shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, as the case may be, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities of each series according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee Trustee, and executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Wachovia Capital Trust Iv
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the -------- Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default, or any event which, after notice or lapse of time or both, would become a Default or an Event of Default, shall have occurred and be continuingcontinuing and (d) such consolidation, merger, sale, conveyance, transfer or lease does not cause the Securities to be downgraded by a nationally recognized statistical rating organization.
Appears in 1 contract
Samples: Sandy Spring Capital Trust I
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Corporation with or into any other Person (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the Company, Corporation or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the CompanyCorporation, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the CompanyCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCorporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which if the Company Corporation is not the surviving Person or Person, upon any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Corporation shall be expressly assumedassumed by the surviving Person, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effect) satisfactory in form to the Trustee Debenture Trustee, executed and delivered to the Debenture Trustee by the Person formed by such consolidation, or into which the Company Corporation shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Indenture (Nara Bancorp Inc)
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations consolida- tions or mergers in which the Company, or its successor or successors, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, as the case may be, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by -------- or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuingcontinuing and (d) such consolidation, merger, sale, conveyance, transfer or lease does not cause the Securities to be downgraded by a nationally recognized statistical rating organization.
Appears in 1 contract
Samples: Indenture (First Usa Inc)
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person corporation, limited partnership, limited liability company or other entity (whether or not affiliated with the Company, as the case may be), ) or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer sale or lease of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease conveyance of the property of the Company as an entirety, or substantially as an entirety, to any other Personcorporation, limited partnership, limited liability company or other entity (whether or not affiliated with the Company) authorized to acquire and operate the same; provided, however, and the Company hereby covenants and agrees, that any such consolidation, merger, sale or conveyance shall be upon the condition that (a) immediately after such consolidation, merger, sale or conveyance no Event of Default, and no event that upon notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing with respect to the entity (whether the Company or such other entity) formed by or surviving any such consolidation or merger, or to which such sale or conveyance shall have been made; (b) the entity (if other than the Company) formed by or surviving any such consolidation or merger, or to which such sale or conveyance shall have been made, shall be organized under the laws of the United States of America or any State thereof; and (c) the due and punctual payment of the principal of (and of, premium, if any) , and interest on all of the Securities Securities, according to their tenor tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept performed or performed observed by the Company Company, shall be expressly assumed, by supplemental indenture (which shall conform to complying with the provisions requirements of the Trust Indenture ActArticle Nine, as then in effect) satisfactory in form to the Trustee Trustee, executed and delivered to the Trustee by the Person entity formed by such consolidation, or into which the Company shall have been merged, or by the Person which entity that shall have acquired such property. If at any time there shall be any consolidation or merger or sale or conveyance of property to which the covenant of this Section 10.01 is applicable, as then in any such event the case may be, and (c) after giving effect successor entity will promptly deliver to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.the Trustee:
Appears in 1 contract
Samples: Indenture (Southwest Airlines Co)
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, as the case may be, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) -------- the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the Person which shall have acquired ac- quired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Indenture (Bank of Boston Corp)
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be[, which supplemental indenture shall provide for conversion rights in accordance with Article XIII] and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Dynegy Capital Trust Iii
on Certain Terms. Nothing Subject to the provisions of Section 9.2, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Issuer with or or. into any other Person corporation, or corporations (whether or not affiliated with the Company, as the case may beIssuer), or successive consolidations or mergers in which the Company, Issuer or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyancelease, transfer exchange or lease other disposition of all or substantially all the property and assets of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, Issuer to any other Person corporation (whether or not affiliated with the Company, or its successor or successors, as the case may beIssuer) authorized to acquire and operate the same; provided, however, and the Issuer hereby covenants and agrees, that any such consolidation, merger, sale, lease, exchange or other disposition shall be upon the conditions that (a) immediately after such consolidation, merger, sale, lease, exchange or other disposition the Company is corporation (whether the surviving Person, Issuer or the Person such other corporation) formed by or surviving any such consolidation or merger (if other than the Company) merger, or to which such sale, conveyancelease, transfer exchange or lease other disposition shall have been made, shall not be in default in the performance or observance of property is made is a Person organized and existing under the laws any of the United States or any State thereof or the District of Columbiaterms, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Issuer, (b) the corporation (if other than the Issuer) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall be a corporation organized under the laws of the United States of America, any state thereof or the District of Columbia; and (c) the due and punctual payment of the principal of and interest, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Issuer, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee Trustee, by the Person corporation (if other than the Issuer) formed by such consolidation, or into which the Company Issuer shall have been merged, or by the Person corporation which shall have acquired or leased such property, as the case may be, property and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuingassets.
Appears in 1 contract
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, Company or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Personentity, or the Person entity formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person corporation, partnership, trust or other entity organized and existing under the laws of the United States or any State thereof or thereof, the District of Columbia, and Bermuda or the Cayman Islands, (b) upon any such consolidation or merger in which if the Company is not the surviving Person or entity, upon any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumedassumed by the surviving entity, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effecteffect applicable to indentures qualified thereunder) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person entity formed by such consolidation, or into which the Company shall have been merged, or by the Person entity which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing, and (d) such consolidation, merger, sale, conveyance, transfer or lease is permitted under the Declaration and Preferred Securities Guarantee and does not give rise to any breach or violation of the Declaration or Preferred Securities Guarantee.
Appears in 1 contract
Samples: Indenture (James River Group, INC)
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other Person person (whether or not affiliated with the Company, or its successor or successors, as the case may be, or its successors or successors) authorized to acquire and operate the same; provided, provided that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuingcontinuing and (d) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease, and the assumption by any successor entity, and such supplemental indenture comply with this Article X and that all conditions precedent herein provided for relating to such transaction have been complied with.
Appears in 1 contract
Samples: HSBC Usa Capital Trust Vi
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Corporation with or into any other Person (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the Company, Corporation or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the CompanyCorporation, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the CompanyCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, provided that (a) the Company Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCorporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which if the Company Corporation is not the surviving Person or Person, upon any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Corporation shall be expressly assumedassumed by the surviving Person, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effect) satisfactory in form to the Debenture Trustee executed and delivered to the Debenture Trustee by the Person formed by such consolidation, or into which the Company Corporation shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Indenture (Haven Bancorp Inc)
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, or its successor or successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, as the case may be, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that -------- (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Company, as the case may be, shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Bankboston Capital Trust V
on Certain Terms. Nothing Subject to the provisions of Section 12.02, nothing contained in this Indenture or in any of the Securities -68- Debentures shall prevent any consolidation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer conveyance or lease (or successive sales, conveyances or leases) of the property of the Company, or its successor or successors, as the case may be, as an entirety, all or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease all of the property of the Company as an entirety, or substantially as an entirety, to any other Personcorporation (whether or not affiliated with the Company) authorized to acquire and operate the same and which shall be organized under the laws of a State of the United States or the District of Columbia; provided, however, and the Company hereby covenants and agrees, that upon any such consolidation, merger, sale, conveyance or lease, the due and punctual payment of the principal of (and an premium, if any) , and interest on all of the Securities Debentures, according to their tenor tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee Trustee, executed and delivered to the Trustee by the Person corporation (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the Person corporation which shall have acquired or leased such property, as . In the case may be, and (c) after giving effect to event of any such consolidation, merger, sale, sale or conveyance, transfer or but not any such lease, no Default the Company or Event of Default any successor corporation which shall theretofore have occurred become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Debentures and may be continuingliquidated and dissolved.
Appears in 1 contract
Samples: Indenture (SCS Transportation Inc)
on Certain Terms. Nothing contained in this Indenture Indenture, the Senior Subsidiary Guarantees or in any of the Securities Senior Notes shall prevent any consolidation or merger of the Company Corporation with or into any other Person (whether or not affiliated with the Company, as the case may beCorporation), or successive consolidations or mergers in which the Company, Corporation or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease other disposition of the property of the Company, Corporation or its successor or successors, as the case may be, successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, Corporation or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, however, that (a) the Company is the surviving PersonCorporation hereby covenants and agrees that, or the Person formed by or surviving upon -------- ------- any such consolidation or merger (if other than the Company) or to which such consolidation, merger, sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Persondisposition, the due and punctual payment payment, in the case of the Corporation, of the principal of (and premium, if any) , and interest on all of the Securities Senior Notes in accordance with the terms thereof, according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to the Senior Notes or established with respect to the Senior Notes to be kept or performed by the Company Corporation shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person entity formed by such consolidation, or into which the Company Corporation shall have been merged, or by the Person entity which shall have acquired such propertyproperty (in each case, as the case may be"Surviving Entity"); provided, ---------------- --------- further, that the Guarantors hereby covenant and (c) after giving effect to agree that, upon any such ------- consolidation, merger, sale, conveyance, transfer or leaseother disposition, the application of the Senior Subsidiary Guarantees to the obligations of the Surviving Entity in respect of the Senior Notes shall be expressly confirmed by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Guarantors; provided, further, that after giving effect thereto, the Corporation -------- ------- or the Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Debt) in compliance with the first paragraph of Section 3.11 and no Default or Event of Default shall have occurred and be continuingcontinuing hereunder.
Appears in 1 contract
Samples: Indenture (Joy Global Inc)
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company Corporation with or into any other Person (whether or not affiliated with the CompanyCorporation, as the case may be), or successive consolidations or mergers in which the Company, Corporation or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the CompanyCorporation, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the CompanyCorporation, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, provided that (a) the Company Corporation is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the CompanyCorporation) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company Corporation shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effect) satisfactory in form to the Debenture Trustee executed and delivered to the Debenture Trustee by the Person formed by such consolidation, or into which the Company Corporation shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Indenture (Telebanc Capital Trust I)
on Certain Terms. (a) Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation consolidation, amalgamation or merger of the Company with or into any other Person corporation or corporations (whether or not affiliated with the Company, as the case may be), ) or successive consolidations consolidations, amalgamations or mergers in which the Company, Company or its successor or successors, as the case may be, successors shall be a party or parties, or shall prevent any sale, conveyance, transfer conveyance or lease of all or substantially all the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person corporation (whether or not affiliated with the Company), or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, however, that (a) the Company is the surviving Personhereby covenants and agrees, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) that upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, amalgamation, merger, sale, conveyance, transfer conveyance or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest interest, if any, on all of the Securities Securities, according to their tenor tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee for each series of Securities, executed and delivered to the each such Trustee by the Person corporation (if other than the Company) formed by such consolidationconsolidation or amalgamation, or into which the Company shall have been merged, or by the Person corporation which shall have acquired or leased such property, and provided further, that such corporation shall be a solvent corporation organized under the laws of the United States of America or a State thereof or the District of Columbia or Bermuda. The Company will not so consolidate, amalgamate or merge, or make any such sale, lease or other disposition, and the Company will not permit any other corporation to merge into the Company, unless immediately after the proposed consolidation, amalgamation, merger, sale, lease or other disposition, and after giving effect thereto, the Company or such successor corporation, as the case may be, and (c) after giving effect to such consolidationwill not be in default in the performance or observance of any of the terms, mergercovenants, sale, conveyance, transfer agreements or lease, no Default or Event of Default shall have occurred and be continuingconditions contained in this Indenture.
Appears in 1 contract
Samples: Ingersoll Rand Co LTD
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, ,transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment or delivery of the principal of (and premium, if any) and interest all amounts due on the Securities according to their tenor and the due and punctual performance and observance of all the obligations, covenants and conditions of this Indenture and the Guarantees to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company Company, shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Xerox Corp
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated affili ated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, be and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: NGC Corp
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, successors as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the -------- Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which the Company is not the surviving Person or any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, be and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default, or any event which, after notice or lapse of time or both, would become a Default or an Event of Default, shall have occurred and be continuing.
Appears in 1 contract
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, or its successor or successors, as the case may be, or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, and assets as an entirety, entirety or substantially as an entiretyentirety to any Person if the securities issued in exchange for the Securities in such transaction shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Indentures had been issued at the date of the execution hereof; provided, to however, that the Company shall not consolidate with or merge into any other Person (whether or not affiliated with the Company, or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyanceconvey, transfer or lease of property its properties and assets as an entirety or substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or sell, convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the Company, unless (i) in case the Company consolidates with or merges into another Person or conveys or transfers its properties and assets substantially as an entirety to any Person, the successor Person is made is a Person organized and existing under the laws of the United States or any State thereof or the District of Columbia, and (b) upon any such consolidation or merger in which successor Person expressly assumes the Company is not the surviving Person or any such sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Person, the due and punctual payment of the principal of (and premium, if any) and interest Company's obligations on the Securities according to their tenor and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired such property, as the case may be, and (cii) immediately after giving effect to such consolidation, merger, sale, conveyance, transfer or leasethereto, no Default or Event of Default Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing.
Appears in 1 contract
on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company, as the case may be), or successive consolidations or mergers in which the Company, Company or its successor or successors, as the case may be, shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Company, or its successor or successors, as the case may be, as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company, Company or its successor or successors, as the case may be) authorized to acquire and operate the same; provided, that (a) the Company is the surviving Personentity, or the Person entity formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer or lease of property is made is a Person corporation, partnership, trust or other entity organized and existing under the laws of the United States or any State thereof or thereof, the District of Columbia, and Bermuda or the Cayman Islands, (b) upon any such consolidation or merger in which if the Company is not the surviving Person or entity, upon any such consolidation, merger, sale, conveyance, transfer or lease of the property of the Company as an entirety, or substantially as an entirety, to any other Personlease, the due and punctual payment of the principal of (and premium, if any) and interest on the Securities according to their tenor tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company shall be expressly assumedassumed by the surviving entity, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, Act as then in effecteffect applicable to indentures qualified thereunder) satisfactory in form to the Trustee executed and delivered to the Trustee by the Person entity formed by such consolidation, or into which the Company shall have been merged, or by the Person entity which shall have acquired such property, as the case may be, and (c) after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Indenture (James River Group, INC)
