Successor Company or Guarantor Sample Clauses

Successor Company or Guarantor. (1) Nothing in this Indenture or in any Debenture shall prevent, if otherwise permitted by law, the reorganization or reconstruction of the Company or the Guarantor or the consolidation, amalgamation or merger of the Company or the Guarantor with any other corporation, or shall prevent the sale, leasing or other transfer by the Company or the Guarantor of its undertaking and assets as a whole or substantially as a whole to another corporation lawfully entitled to acquire and operate the same, provided that the conditions of this Article 9 are observed, and provided also that every such successor or assign shall before or contemporaneously with the consummation of any such reorganization, reconstruction, consolidation, amalgamation, merger or transfer and in consideration thereof, enter into and execute an indenture or indentures supplemental hereto in favour of the Trustee whereby such successor or assign covenants: (a) to pay punctually when due the principal monies, interest and other monies due or which may become due hereunder; (b) to perform and observe punctually all the obligations of the Company and the Guarantor under these presents and under and in respect of all outstanding Debentures; and
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Successor Company or Guarantor. SECTION 6.01. When the Company or the Guarantor May Merge or Transfer Assets 24 SECTION 7.01. Events of Default 24 SECTION 7.02. Acceleration 26 SECTION 7.03. Other Remedies 26 SECTION 7.04. Waiver of Past Defaults 26 SECTION 7.05. Control by Majority 26 SECTION 7.06. Limitation on Suits 27 SECTION 7.07. Rights of Holders To Receive Payment 27 SECTION 7.08. Collection Suit by Trustee 27 SECTION 7.09. Trustee May File Proofs of Claim 28 SECTION 7.10. Priorities 28 SECTION 7.11. Undertaking for Costs 28 SECTION 7.12. Waiver of Stay or Extension Laws 28 SECTION 8.01. Duties of Trustee 29 SECTION 8.02. Rights of Trustee 30 SECTION 8.03. Individual Rights of Trustee 32 SECTION 8.04. Trustee’s Disclaimer 32 SECTION 8.05. Notice of Defaults 32 SECTION 8.06. Compensation and Indemnity 32 SECTION 8.07. Replacement of Trustee 33 SECTION 8.08. Successor Trustee by Merger 34 SECTION 8.09. Eligibility; Disqualification 34 SECTION 8.10. Appointment of Co-Trustee 34 SECTION 9.01. Legal Defeasance and Covenant Defeasance 35 SECTION 9.02. Conditions to Defeasance 37 SECTION 9.03. Application of Trust Money 38 SECTION 9.04. Repayment to Company 38 SECTION 9.05. Indemnity for U.S. Government Obligations 39 SECTION 9.06. Reinstatement 39 SECTION 9.07. Satisfaction and Discharge 39 SECTION 10.01. Without Consent of Holders 40 SECTION 10.02. With Consent of Holders 41 SECTION 10.03. Revocation and Effect of Consents and Waivers 41 SECTION 10.04. Notation on or Exchange of Securities 42 SECTION 10.05. Trustee To Sign Amendments 42 SECTION 11.01. Subsidiary Guarantee 42 SECTION 11.02. Limitation on Liability 44 SECTION 11.03. Successors and Assigns 44 SECTION 11.04. No Waiver 45 SECTION 11.05. Modification 45 SECTION 11.06. Non-Impairment 45 SECTION 11.07. Release of Subsidiary Guarantor 45 SECTION 12.01. Notices 46 SECTION 12.02. Certificate and Opinion as to Conditions Precedent 47 SECTION 12.03. Statements Required in Certificate or Opinion 48 SECTION 12.04. When Securities Disregarded 48 SECTION 12.05. Rules by Trustee, Paying Agent and Xxxxxxxxx 00 SECTION 12.06. Legal Holidays 48 SECTION 12.07. Governing Law; Consent to Jurisdiction and Service of Process 49 SECTION 12.08. Waiver of Immunity 50 SECTION 12.09. No Recourse Against Others 51 SECTION 12.10. Successors 51 SECTION 12.11. Multiple Originals 51 SECTION 12.12. Table of Contents; Headings 51 SECTION 12.13. Waiver of Jury Trial 51 SECTION 12.14. Severability 51 SECTION 12.15. USA Patriot Act 51 Appendix A – Provisions...
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Successor Company or Guarantor. (1) Nothing in this Indenture or in any Debenture shall prevent, if otherwise permitted by law, the reorganization or reconstruction of the Company or the Guarantor or the consolidation, amalgamation or merger of the Company or the Guarantor with any other corporation, or shall prevent the sale, leasing or other transfer by the Company or the Guarantor of its undertaking and assets as a whole or substantially as a whole to another corporation lawfully entitled to acquire and operate the same, provided that the conditions of this Article 9 are observed, and provided also that every such successor or assign shall before or contemporaneously with the consummation of any such reorganization, reconstruction, consolidation, amalgamation, merger or transfer and in consideration thereof, enter into and execute an indenture or indentures supplemental hereto in favour of the Trustee whereby such successor or assign covenants: (a) to pay punctually when due the principal monies, interest and other monies due or which may become due hereunder; (b) to perform and observe punctually all the obligations of the Company and the Guarantor under these presents and under and in respect of all outstanding Debentures; and (c) to observe and perform each and every covenant, stipulation, promise, undertaking, condition and agreement of the Company and the Guarantor herein contained as fully and completely as if it had itself executed this Indenture as Party of the First Part or Party of the Second Part, as the case may be, hereto and had expressly agreed herein to observe and perform the same. (2) Every such reorganization, reconstruction, consolidation, amalgamation, merger, sale, lease or transfer shall be made on such terms and at such times and otherwise in such manner as shall be approved by the Company or the Guarantor, as the case may be, and by the Trustee (acting on such advice as it deems advisable) as being in no way prejudicial to the interests of the Debentureholders and as preserving and not impairing the rights and powers of the Trustee and Debentureholders hereunder, and upon such approval the Trustee shall facilitate the same in all respects, and may give such consents and sign, execute or join in such Indentures or other documents and do such acts as in its discretion may be thought advisable in order that such reorganization, reconstruction, consolidation, amalgamation, merger, sale, lease or transfer may be carried out, and the opinion of Counsel as hereinafte...
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Successor Company or Guarantor. When the Company or the Guarantor May Merge, etc..................................................... 31 Section 5.02. When Securities Must Be Secured...................................................................... 31 ARTICLE SIX DEFAULTS AND REMEDIES
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Successor Company or Guarantor. Section 5.01. When the Company or the Guarantor May Merge, etc. Neither the Company nor the Guarantor may consolidate with or merge into, or transfer all or substantially all of its assets to, one person or entity unless: (1) the person or entity assumes by supplement or amendment to this Agreement all the obligations of the Company or the Guarantor, as applicable, under the Securities, this Agreement and the Guarantee; (2) immediately after giving effect to the transaction, no Default would occur and be continuing; and (3) the entity formed by or surviving such transaction, in the case of a consolidation or merger, and the transferee, in the case of a transfer, is an entity organized (a) under the laws of the Netherlands, in the case of any such transaction with the Company, or (b) under the laws of the United States of America or any State thereof, in the case of any such transaction with the Guarantor or (c) under the laws of another jurisdiction, provided that in the case of any such transaction pursuant to this clause (c), the Company delivers to the Fiscal Agent an Officers' Certificate and an opinion of independent tax counsel reasonably satisfactory to the Fiscal Agent to the effect that that such merger, consolidation or transfer will not result in any adverse tax consequences under the laws of the United States or The Netherlands with respect to the Holders of the Securities. Thereafter all such obligations of the predecessor corporation shall terminate.
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Successor Company or Guarantor. SECTION 6.01. When the Company or the Guarantor May Merge or Transfer Assets. (a) Neither the Company nor, until the release of the Subsidiary Guarantee in accordance with the provisions of Section 11.07, the Guarantor, shall consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the successor Person (the “Surviving Person”) is a Person existing under the laws of Chile or the United States (or any State thereof or the District of Columbia) and expressly assumes, by a supplemental indenture, the due and punctual payment of the principal, premium, if any, and interest (and Additional Amounts, if any) on all the outstanding Securities and the performance of every covenant in this Indenture on the part of the Company or the Guarantor, as applicable, to be performed or observed; (ii) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing; and (iii) the Company or the Guarantor, as applicable, has delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that such consolidation, merger, conveyance or transfer and such supplemental indenture comply with the provisions of this Section 6.01 relating to such transaction. (b) In case of any consolidation, merger, conveyance or transfer (other than a lease) that complies with Section 6.01(a) hereof, the Surviving Person shall succeed to and be substituted for the Company, as obligor, or the Guarantor, as guarantor, as applicable, on the Securities, with the same effect as if it had been named in this Indenture as such obligor or guarantor, as applicable.
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Successor Company or Guarantor. Section 6.01. When the Company or the Guarantor May Merge or Transfer Assets (a) Neither the Company nor, until the release of the Subsidiary Guarantee in accordance with the provisions of Section 11.07, the Guarantor, shall consolidate with or merge into any other Person or convey or transfer its properties and assets substan... (i) the successor Person (the “Surviving Person”) is a Person existing under the laws of Chile or the United States (or any State thereof or the District of Columbia) and expressly assumes, by a supplemental indenture, the due and punctual payment of ... (ii) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing; and (iii) the Company or the Guarantor, as applicable, has delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that such consolidation, merger, conveyance or transfer and such supplemental indenture comply with the provisions ... (b) In case of any consolidation, merger, conveyance or transfer (other than a lease) that complies with Section 6.01(a) hereof, the Surviving Person shall succeed to and be substituted for the Company, as obligor, or the Guarantor, as guarantor, as a...
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Successor Company or Guarantor 
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Related to Successor Company or Guarantor

  • Successor Company The Company shall require any successor or successors (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Employee, to acknowledge expressly that this Agreement is binding upon and enforceable against the Company in accordance with the terms hereof, and to become jointly and severally obligated with the Company to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or successions had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement. As used in this Agreement, the Company shall mean the Company as hereinbefore defined and any such successor or successors to its business and/or assets, jointly and severally.

  • Successor Corporations A corporation into which an Agent is merged or converted or with which it is consolidated or that results from a merger, conversion or consolidation to which it is a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without further formality. The Agent concerned shall forthwith notify such an event to the other parties to this Agreement.

  • Successor Corporation When a successor corporation assumes all the obligations of its predecessor under the Securities and the Indenture, the predecessor corporation will be released from those obligations.

  • Successor Corporation Substituted Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. Such successor Person may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued 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 Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

  • Successor Company Substituted (a) Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1 and the execution and delivery to the Trustee of the supplemental indenture described in Section 8.1(a), the successor entity formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance or transfer, following the execution and delivery of such supplemental indenture, the Company shall be discharged from all obligations and covenants under the Indenture and the Securities. (b) Such successor Person may cause to be executed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities that such successor Person thereafter shall cause to be executed and delivered to the Trustee on its behalf. All the Securities so issued 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. (c) In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate to reflect such occurrence.

  • Successor Corporation to Be Substituted In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and may thereafter exercise every right and power of the Company under this Indenture. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance or transfer (but not in the case of a lease), upon compliance with this Article 11 the Person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

  • Successor Custodian If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

  • Successor Person Substituted for Company Upon any consolidation or amalgamation by the Company with or merger of the Company into any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety to any Person in accordance with Section 8.1, the successor Person formed by such consolidation or amalgamation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and thereafter, except in the case of a lease, the predecessor Person shall be released from all obligations and covenants under this Indenture, the Securities and the Coupons.

  • Successor Entity When a successor entity assumes, in accordance with the Indenture, all the obligations of its predecessor under the Notes and the Indenture, and immediately before and thereafter no Default or Event of Default exists and all other conditions of the Indenture are satisfied, the predecessor entity shall be released from those obligations.

  • Successor Persons When a successor person or other entity assumes all the obligations of its predecessor under the Notes and the Indenture, the predecessor person will be released from those obligations.

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