Sell or Convey Property Except Under Certain Conditions Sample Clauses

Sell or Convey Property Except Under Certain Conditions. The Issuer covenants that it will not merge with or into or consolidate with any Person or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its assets to any Person and the Issuer shall not permit any Person to consolidate with or merge into the Issuer or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its assets to the Issuer, unless (i) either the Issuer (in the case of a merger) shall be the continuing corporation, or the successor entity or the Person which acquires by sale, conveyance, transfer, lease or disposition all or substantially all of the assets of the Issuer (if other than the Issuer) shall be a corporation, limited liability company or partnership organized under the laws of the United States of America or any State thereof or the District of Columbia, and shall expressly assume, by supplemental indenture, in form satisfactory to the Trustee, executed and delivered to the Trustee by such entity pursuant to Article Eight hereof, all of the payment obligations of the Issuer pursuant to this Indenture and the Securities of all series and Coupons, if any, appertaining thereto and the due and punctual performance of every covenant of this Indenture on the part of the Issuer to be performed or observed; and (ii) immediately after giving effect to such merger, consolidation, sale, conveyance, transfer, lease or disposition and treating any Debt which becomes an obligation of the Issuer as a result of such transaction as having been incurred by the Issuer at the time of such transaction, no Default or Event of Default shall have occurred and be continuing.
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Sell or Convey Property Except Under Certain Conditions. Neither the Guarantor nor the Issuer shall consolidate with, or merge with or into, any other Person or Persons (whether or not affiliated with the Guarantor or the Issuer), or be a party to successive consolidations or mergers to which the Guarantor or the Issuer, as the case may be, or its successor or successors shall be a party or parties, or sell, lease or convey the property of the Guarantor or the Issuer as an entirety or substantially as an entirety, unless (and in the case of the Issuer, subject to the provisions of Section 3.8): (a) upon any such consolidation, merger, sale, lease or conveyance, the due and punctual payment of the Principal Amount at Maturity, Issue Price, accrued Original Issue Discount and Redemption Price on all the Notes, and the due and punctual performance and observance of all of the covenants, conditions and other obligations of this Indenture and the Notes to be performed or observed by the Guarantor or the Issuer, as the case may be, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the Person formed by such consolidation, or into which the Guarantor or the Issuer, as the case may be, shall have been merged, or which shall have acquired such property (the "Successor Company"); (b) the Successor Company shall be either (i) a Person organized and existing under the laws of the United States, any state thereof or the District of Columbia or (ii) a Person organized and existing under the laws of Canada, Japan, Australia, New Zealand, any nation in Western Europe or of any political subdivision of any thereof and such Person undertakes to pay to the Holders of the Notes any additional amounts as may be necessary in order that every net payment of Principal Amount at Maturity, Issue Price, accrued Original Issue Discount and Redemption Price on the Notes, after withholding for or on account of any present or future tax, assessment or governmental charge imposed upon such Holder (except for a tax, assessment or charge imposed solely as a result of a connection between the recipient and the jurisdiction imposing such tax assessment or charge) by reason of or as a result of such payment being made by a Person which is not a Person existing under the laws of the United States or any state thereof or the District of Columbia, will not be less than the amount provided for in the Notes to be then due and payable; (c) immediately after giving effect to ...
Sample 1
Sell or Convey Property Except Under Certain Conditions. The Corporation covenants that it will not merge or consolidate with any other corporation or sell, convey or lease all or substantially all of its assets to any Person, firm or corporation, except that the Corporation may merge or consolidate with, or sell, convey or lease all or substantially all of its assets to, any other corporation, provided that (i) the Corporation shall be the continuing corporation, or the successor corporation (if other than the Corporation) shall be a corporation organized and existing under the laws of the United States of America or a state thereof or the District of Columbia and such corporation shall assume the due and punctual performance and observance of all of the covenants and conditions of this Agreement to be performed by the Corporation by supplemental agreement in form satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporation, and (ii) neither the Corporation nor such successor corporation immediately after such merger or consolidation, or such sale, conveyance or lease shall be in default in the performance of any such covenant or condition.
Sample 1
Sell or Convey Property Except Under Certain Conditions. The Issuer covenants that it will not merge or consolidate with any other Person or sell, lease or convey all or substantially all of its assets to any other Person, unless (i) either (A) the Issuer shall be the continuing legal entity, or (B) the successor legal entity or the Person which acquires by sale, lease or conveyance substantially all the assets of the Issuer (if other than the Issuer) shall expressly assume the due and punctual payment of the principal of and interest on all the Securities and Coupons, if any, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Issuer, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such legal entity, and (ii) the Issuer, such Person or such successor legal entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, lease or conveyance, be in default in the performance of any such covenant or condition.
Sample 1

Related to Sell or Convey Property Except Under Certain Conditions

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND The obligations of the Acquired Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing:

  • Conditions Precedent to the Obligations of the Company to sell Securities The obligation of the Company to sell Securities at the Closing is subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions:

  • FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE ACQUIRED FUND If any of the conditions set forth below have not been satisfied on or before the Closing Date with respect to the Selling Trust, on behalf of the Acquired Fund, or the Acquiring Trust, on behalf of the Acquiring Fund, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement:

  • Frustration of Closing Conditions None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.

  • Conditions Precedent to Obligation of Seller The obligation of Seller to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Seller in its sole discretion:

  • Conditions Precedent to the Obligations of the Company to sell Shares The obligation of the Company to sell Shares at the Closing is subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions:

  • Conditions Precedent to Obligation of Buyer Buyer's obligation to consummate the transactions contemplated by this Agreement is subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, unless otherwise waived by Buyer in writing:

  • Conditions Precedent to the Obligations of the Purchasers to Purchase Securities The obligation of each Purchaser to acquire Shares and Warrants at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by such Purchaser (as to itself only):

  • CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER All obligations of Buyer under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any or all of which may be waived in whole or in part in writing by Buyer:

  • Conditions Precedent to the Obligation of Seller to Close The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions precedent, any one or more of which may be waived by Seller in writing:

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