Common use of Successor Corporation to Be Substituted Clause in Contracts

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease referred to in Section 11.01 and upon the assumption by the successor corporation or entity, 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 interest on all of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor corporation or entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as a party. Such successor corporation or entity thereupon may cause to be signed, and may issue either in its own name or in the name of Illinois Tool Works Inc. 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 corporation or entity 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, and any Securities which such successor corporation or entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. 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 the event of

Successor Corporation to Be Substituted. In case of --------------------------------------- any such consolidation, merger, sale, conveyance (other than by way of lease), transfer or lease referred to in Section 11.01 other disposition, and upon the any such assumption by the successor corporation or entity, 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 interest on all of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Companycorporation, such successor corporation or entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as a partythe Company, and the Company shall be relieved of any further obligation under this Third Amended and Restated Indenture and under the Outstanding Securities. Such successor corporation or entity thereupon may cause to be signed, and may issue either in its own name or in the name of Illinois Tool Works Inc. General Electric Capital Corporation, 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 corporation or entity corporation, instead of the Company Company, and subject to all the terms, conditions and limitations in this Third Amended and Restated 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, and any Securities which such successor corporation or entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued shall in all respects have the same legal rank and benefit under this Third Amended and Restated Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Third Amended and Restated 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, transfer or other disposition, such changes in phraseology and form (but not in substance) may be made in the event ofSecurities thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease referred to in Section 11.01 and upon the assumption by the successor corporation or entitycorporation, 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 premium, if any, and interest on all of the Securities 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 corporation or entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as a partythe party of the first part. Such successor corporation or entity thereupon may cause to be signed, and may issue either in its own name or in the name of Illinois Tool Works Inc. any or all of the Securities 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 corporation or entity 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 Notes which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities Notes which such successor corporation or entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities Notes had been issued at the date of the execution hereof. In the event ofexecution

Successor Corporation to Be Substituted. In case of Upon any such consolidation, merger, amalgamation, sale, conveyance assignment, conveyance, transfer, assignment, disposition or lease referred to in Section 11.01 and upon the assumption by the successor corporation of all or entity, 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 interest on substantially all of the Securities and the due and punctual performance of all assets of the covenants and conditions Company or any other Company Indenture Party in accordance with Section 14.01 or clause (y) of this Section 14.02, the Successor Company or the Successor Company Indenture to be performed by Party, as the Companycase may be, such successor corporation or entity shall will succeed to to, and be substituted for for, and may exercise every right and power of, the CompanyCompany or a Company Indenture Party, as the case may be, under the Indenture, the Notes, the Indenture Documents and the Subsidiary Guarantees with the same effect as if it such surviving Person had been named herein as a party. Such successor corporation or entity thereupon may cause to be signed, and may issue either in its own name or in the name of Illinois Tool Works Inc. any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company or a Company Indenture Party, as the case may be, in this Indenture, the Notes, the Indenture Documents and delivered to the TrusteeSubsidiary Guarantees; and, upon thereafter, except in the order case of a lease of all or substantially all its assets, the predecessor Company or Company Indenture Party, as the case may be, shall be discharged and be released from all obligations and covenants under the Indenture Documents. The Trustee and the Collateral Trustee shall enter into a supplemental indenture or amendment to an Indenture Document to evidence the succession of such successor corporation and such discharge and release, upon receipt of an Officers’ Certificate and an Opinion of Counsel stating that such succession and discharge and release and such supplemental indenture or entity instead amendment comply with this Indenture and such supplemental indenture or amendment have been duly authorized, executed and delivered and constitute a valid and legally binding and enforceable obligations of the Successor Company and or the Successor Company Indenture Party, as applicable, 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, and any Securities which such successor corporation or entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. 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 the event ofcustomary exceptions.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance or lease referred to in Section 11.01 and upon the assumption by the successor corporation or entitycorporation, 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 premium, if any, and interest on all of the Securities Debentures and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor corporation or entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as a partythe party of the first part. Such successor corporation or entity thereupon may cause to be signed, and may issue either in its own name or in the name of Illinois Tool Works Inc. Preston Corporation any or all of the Securities Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trusteetrustee; and, and upon the order of such successor corporation or entity 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 Debentures which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities Debentures which such successor corporation or entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities Debentures had been issued at the date of the execution hereof. In the event ofexecution

Successor Corporation to Be Substituted. In case of any such consolidation, merger, salesale or conveyance, other than a conveyance or lease referred to in Section 11.01 by way of lease, and upon the any such assumption by the successor corporation or entity, 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 interest on all of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Companycorporation, such successor corporation or entity shall succeed to and be substituted for the CompanyIssuer, with the same effect as if it had been named herein as a partythe Issuer, and the Issuer shall thereupon be released from all obligations hereunder and under the Securities and the Issuer as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor corporation or entity thereupon may cause to be signed, and may issue either in its own name or in the name of Illinois Tool Works Inc. J. P. Morgan & Co. Incorporated any or all of the Securities issuable hereunder issuaxxx xxxxxxxxr which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor corporation or entity instead of the Company Issuer 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 Issuer to the Trustee for authentication, and any Securities which such successor corporation or entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of 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 or conveyance such changes in phraseology and form (but not in substance) may be made in the event ofSecurities thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance consolidation or lease merger referred to in Section 11.01 and upon the assumption by the successor corporation or entityPerson, 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 interest on all of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor corporation or entity Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as a party. Such successor corporation or entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of Illinois Tool Works Inc. Xxxxxxx Corporation 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 corporation or entity Person instead of the Company and subject to all the terms, conditions and or limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall should have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation or entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. 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 or merger referred to in Section 11.01, such changes in phraseology and form (but not in substance) may be made in the event ofSecurities thereafter to be issued as may be appropriate. (h) Section 11.03 of the Indenture is hereby amended and restated in its entirety as follows:

Successor Corporation to Be Substituted. In case of any such consolidation, merger, salesale or conveyance, conveyance or lease referred to in Section 11.01 and upon the any such assumption by the successor corporation or entity, 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 interest on all of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Companycorporation, such successor corporation or entity shall succeed to and be substituted for the CompanyIssuer, with the same effect as if it had been named herein as a partythe Issuer. Such successor corporation or entity thereupon may cause to be signed, and may issue either in its own name or in the name of Illinois Tool Works Inc. X.X. Xxxxxx Xxxxx & Co. any or all of the Securities issuable hereunder hereunder, together with any Coupons appertaining thereto, which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee; and, upon the order of such successor corporation or entity instead of the Company Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities Securities, together with any Coupons appertaining thereto, which previously shall have been signed and delivered by the officers of the Company Issuer to the Trustee for authentication, and any Securities Securities, together with any Coupons appertaining thereto, which such successor corporation or entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued issued, together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Indenture as the Securities and Coupons theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities and Coupons had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale or conveyance such changes in phraseology and form (but not in substance) may be made in the Securities and Coupons thereafter to be issued as may be appropriate. In the event ofof any such sale or conveyance the Issuer or any successor corporation which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, sale or conveyance or lease referred to in Section 11.01 and upon the assumption by the successor corporation or entitycorporation, by supplemental indenture, executed and delivered to 51 in the Trustee and satisfactory in form to the Trusteemanner hereinabove provided, of the due and punctual payment of the principal of or premium, if any, and interest on all of the Securities 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, such successor corporation or entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as a partythe party of the first part. Such successor corporation or entity thereupon may cause to be signed, and may issue either in its own name or in the name of Illinois Tool Works Inc. Southwest Airlines Co., any or all of the Securities issuable hereunder which that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation or entity (instead of the Company Company) and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which that previously shall have been signed and delivered by the officers of the Company to the Trustee for of authentication, and any Securities which that such successor corporation or entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. 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 the event ofof any such sale or conveyance and upon any such assumption, the Company or any successor corporation which shall theretofore have become such in the manner described in this Article Ten shall be discharged from all obligations and covenants under this Indenture and the Securities so assumed and may be liquidated and dissolved. In case of any such consolidation, merger, sale or conveyance such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance conveyance, transfer or lease referred to in Section 11.01 other disposition and upon the assumption by the successor corporation or entitycorporation, by supplemental indenture, executed and delivered to of, in the Trustee and satisfactory in form to case of the TrusteeCorporation, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Debt Securities 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 CompanyCorporation, such successor corporation or entity shall succeed to and be substituted for the CompanyCorporation, with the same effect as if it had been named herein as a partythe Corporation, and thereupon the predecessor corporation shall be relieved of any further liability or obligation hereunder or upon the Debt Securities. Such successor corporation or entity thereupon may cause to be signed, and may issue either in its own name or in the name of Illinois Tool Works Inc. the Corporation, any or all of the Debt 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 corporation or entity 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, and any Securities which such successor corporation or entity thereafter shall cause to be signed and delivered to the Trustee for that purposeCorporation. All the Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debt Securities had been issued at the date of the execution hereof. In the event of.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance (other than by way of lease), transfer or lease referred to in Section 11.01 other disposition, and upon the any such assumption by the successor corporation or entity, 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 interest on all of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the CompanyPerson, such successor corporation or entity Person shall succeed to and be substituted for the Company, Company with the same effect as if it had been named herein as a partythe Company and the Company shall be relieved of any further obligation under this Indenture and under the Debt Securities. Such successor corporation or entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of Illinois Tool Works Inc. the Company, any or all of the Debt 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 corporation or entity Person, instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate and shall deliver any Debt Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities Debt Securities, which such successor corporation or entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debt Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debt Securities had been issued at the date of the execution hereof. In the event of.

Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance consolidation or lease merger referred to in Section 11.01 and upon the assumption by the successor corporation or entityPerson, 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 interest on all of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor corporation or entity Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as a party. Such successor corporation or entity Person thereupon may cause to be signed, and may issue either in its own name or in the name of Illinois Tool Works PepsiAmericas, Inc. 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 corporation or entity Person instead of the Company and subject to all the terms, conditions and or limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall should have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation or entity Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. 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 or merger referred to in Section 11.01, such changes in phraseology and form (but not in substance) may be made in the event ofSecurities thereafter to be issued as may be appropriate. (h) Section 11.03 of the Indenture is hereby amended and restated in its entirety as follows: