Re-flagging of Vessels. Notwithstanding anything to the contrary in this Indenture, a Restricted Subsidiary may reconstitute or continue itself in another jurisdiction, amalgamate or merge with or into another Restricted Subsidiary, for the purpose of re-flagging a vessel that it owns or bareboat charters so long as at all times each Restricted Subsidiary remains organized under the laws of any country recognized by the United States of America with an investment grade credit rating from either S&P or Xxxxx’x or any Permitted Jurisdiction; provided that contemporaneously with the transactions required to complete the re-flagging of such vessel, to the extent that any Liens on the Collateral securing the Notes were released as provided for under Section 11.04, (x) the Issuer or the relevant Restricted Subsidiary grants a Lien of at least equivalent ranking over the same assets and (y) the Issuer delivers to the Security Agent and the Trustee, (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor or appraiser or investment bank which confirms the solvency of the Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such re-flagging, (2) a certificate from an Officer of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such re-flagging, and (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such re-flagging, the Lien or Liens created under the Security Document, as so released and retaken are valid and perfected Liens. For the avoidance of doubt, the provisions of Article Five will not apply to a reconstitution, amalgamation or merger permitted under this Section 4.24.
Re-flagging of Vessels. Notwithstanding anything to the contrary herein, a Subsidiary of the Issuer may re-flag a vessel that it owns or bareboat charters or reconstitute or continue itself in another jurisdiction, or amalgamate or merge with or into another Subsidiary of the Issuer, for the purpose of re-flagging a vessel that it owns or bareboat charters so long as at all times each Subsidiary of the Issuer remains organized under the laws of the United States, any state thereof, the District of Columbia, the Republic of Liberia or any country recognized by the United States. For the avoidance of doubt, the provisions of Article Five will not apply to a reconstitution, amalgamation or merger permitted under this Section 4.12; provided that any such reflagging transaction involving a Priority Vessel shall not result in such Priority Vessel being owned by a Person that is not the Guarantor or a wholly-owned Subsidiary of the Guarantor.
Re-flagging of Vessels. Notwithstanding anything to the contrary herein, a Restricted Subsidiary may reconstitute itself in another jurisdiction, or merge with or into another Restricted Subsidiary, for the purpose of reflagging a vessel that it owns or bareboat charters (or for any other purpose not in contravention of this Indenture) so long as at all times each Restricted Subsidiary remains organized under the laws of (i) any country recognized by the United States of America with an Investment Grade Rating from either Standard & Poor’s Ratings Services or Xxxxx’x Investors Service, Inc. or (ii) any Permitted Jurisdiction. In connection with any such reconstitution, the Trustee and such Restricted Subsidiary shall modify or replace the Security Documents relating to the Collateral owned by such Restricted Subsidiary as necessary, and such modified or replaced Security Documents shall be prepared by and at the expense of the Issuer or such Restricted Subsidiary.
Re-flagging of Vessels. Notwithstanding anything to the contrary herein, a Restricted Subsidiary may re-flag a vessel that it owns or bareboat charters or reconstitute or continue itself in another jurisdiction, or amalgamate or merge with or into another Restricted Subsidiary, for the purpose of re-flagging a vessel that it owns or bareboat charters so long as at all times each Restricted Subsidiary remains organized under the laws of any Permitted Jurisdiction. For the avoidance of doubt, the provisions of Article Five will not apply to a reconstitution, amalgamation or merger permitted under this Section 4.24; provided that any such reflagging transaction involving a Priority Vessel shall not result in such Priority Vessel being owned by a Person that is not a wholly-owned Subsidiary of the Guarantor. ARTICLE FIVE MERGER, CONSOLIDATION OR SALE OF ASSETS
Re-flagging of Vessels. Notwithstanding anything to the contrary herein, a Subsidiary of the Issuer may re-flag a Vessel that it owns or bareboat charters or reconstitute or continue itself in another jurisdiction, or amalgamate or merge with or into another Subsidiary of the Issuer, for the purpose of re-flagging a Vessel that it owns or bareboat charters so long as at all times each Subsidiary of the Issuer remains organized under the laws of the United States, any state thereof, the District of Columbia, the Republic of Liberia or any country recognized by the United States. provided that contemporaneously with the transactions required to complete the re-flagging of such Vessel, to the extent that any Liens on the Collateral securing the Notes were released as provided for under Section 12.04 (x) the Issuer or the relevant Subsidiary grants a Lien of at least equivalent ranking over the same assets and (y) the Issuer delivers to the Security Agent and the Trustee, (1) either (x) a solvency opinion from an independent financial advisor or appraiser or investment bank which confirms the solvency of the Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such re-flagging or (y) a certificate from an Officer of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such re-flagging, and (2) an opinion of counsel (subject to any qualifications customary for this type of opinion of counsel) confirming that, after giving effect to any transactions related to such re-flagging, the Lien or Liens created under the Security Document, as so released and retaken, are valid and perfected Liens. For the avoidance of doubt, the provisions of Article Five will not apply to a reconstitution, amalgamation or merger permitted under this Section 4.12.
