Parent Guarantor May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Parent Guarantor shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person, unless:
Parent Guarantor May Consolidate, Etc. on Certain Terms. The Parent Guarantor shall not consolidate with or merge into any other Person (in a transaction in which the Parent Guarantor is not the surviving entity) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless (a) the Person formed by such consolidation or into which the Parent Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Parent Guarantor substantially as an entirety (i) shall be a corporation, limited liability company, partnership or trust, (ii) shall be organized and validly existing under the laws of the United States of America, any State thereof, the District of Columbia or any member country of the European Union and (iii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Parent Guarantor to be performed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person and the Company (if other than the Parent Guarantor) formed by such consolidation or into which the Parent Guarantor shall have been merged or by the Person which shall have acquired the Parent Guarantor’s assets; (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Parent Guarantor as a result of such transaction as having been incurred by the Parent Guarantor at the time of such transaction, no Event of Default shall have happened and be continuing; and (c) the Parent Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, 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 been complied with. The conditions of (a)(ii) above shall not apply in the case of a corporation or entity not organized under the laws of the United States of America, any State thereof or the District of Columbia or any member country of the European Union which shall agree, in form satisfactory to the Trustee, (i) t...
