Common use of The Company May Consolidate, Etc., Only on Certain Terms Clause in Contracts

The Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge with or into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any Person, in a single transaction or in a series of related transactions, unless: (a) either (i) the Company shall be the continuing Person or (ii) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all of the properties and assets of the Company (the “Successor Company”), (A) shall be organized and validly existing under the laws of the Cayman Islands, the laws of Ireland or the laws of the United States of America, any State thereof or the District of Columbia; (b) the Successor Company expressly assumes the Company’s obligations with respect to the Notes and this Indenture pursuant to a supplemental indenture, in form satisfactory to the Trustee; provided that, if such Successor Company is organized under the laws of Ireland, such supplemental indenture shall contain a customary provision (including customary exceptions) whereby all payments made by the Successor Company will be made free and clear of and without withholding or deduction for, or on account of, any taxes unless the withholding or deduction of such taxes is then required by law and that, if any deduction or withholding for, or on account of, any taxes imposed or levied by or on behalf of Ireland or any political subdivision or governmental authority thereof or therein having power to tax will at any time be required from any payments made with respect to any Note, including payments of principal, redemption price, premium, if any, interest or Additional Interest, if any, the Successor Company will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts that would have been received in respect of such payments on any such Note in the absence of such withholding or deduction; (c) 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, shall have occurred and be continuing; and (d) the Company or the Successor Company has delivered to the Trustee an Officers’ 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 Section 5.01.

The Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge with or into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any Person, in a single transaction or in a series of related transactions, unless: (a) either (i) the Company shall be the continuing Person or (ii) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all of the properties and assets of the Company (the ““ Successor Company”” ), (A) shall be organized and validly existing under the laws of the Cayman Islands, the laws of Ireland or the laws of the United States of America, any State thereof or the District of Columbia; (b) the Successor Company expressly assumes the Company’s ’ s obligations with respect to the Notes and this Indenture pursuant to a supplemental indenture, in form satisfactory to the Trustee; provided that, if such Successor Company is organized under the laws of Ireland, such supplemental indenture shall contain a customary provision (including customary exceptions) whereby all payments made by the Successor Company will be made free and clear of and without withholding or deduction for, or on account of, any taxes unless the withholding or deduction of such taxes is then required by law and that, if any deduction or withholding for, or on account of, any taxes imposed or levied by or on behalf of Ireland or any political subdivision or governmental authority thereof or therein having power to tax will at any time be required from any payments made with respect to any Note, including payments of principal, redemption price, premium, if any, interest or Additional Interest, if any, the Successor Company will pay (together with such payments) such additional amounts (the ““ Additional Amounts”” ) as may be necessary in order that the net amounts received in respect of such payments by the Holders or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts that would have been received in respect of such payments on any such Note in the absence of such withholding or deduction; (c) 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, shall have occurred and be continuing; and (d) the Company or the Successor Company has delivered to the Trustee an Officers’ 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 Section 5.01.

The Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge with or into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any Person, in a single transaction or in a series of related transactions, unless: (a) either (i) the Company shall be the continuing Person or (ii) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all of the properties and assets of the Company (the “Successor Company”), (A) shall be organized or incorporated and validly existing under the laws of the Cayman Islands, the laws of Ireland or the laws of the United States of America, any State thereof or the District of Columbia; (b) the Successor Company expressly assumes the Company’s obligations with respect to the Notes and this Indenture pursuant to a supplemental indenture, in form satisfactory to the Trustee; provided that, if such Successor Company is organized under the laws of Ireland, such supplemental indenture shall contain a customary provision (including customary exceptions) whereby all payments made by the Successor Company will be made free and clear of and without withholding or deduction for, or on account of, any taxes unless the withholding or deduction of such taxes is then required by law and that, if any deduction or withholding for, or on account of, any taxes imposed or levied by or on behalf of Ireland or any political subdivision or governmental authority thereof or therein having power to tax will at any time be required from any payments made with respect to any Note, including payments of principal, redemption price, premium, if any, interest or Additional Interest, if any, the Successor Company will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts that would have been received in respect of such payments on any such Note in the absence of such withholding or deduction; (c) 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, shall have occurred and be continuing; and (d) the Company or the Successor Company has delivered to the Trustee an Officers’ 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 Section 5.01.

The Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge with or into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any Person, in a single transaction or in a series of related transactions, unless: (a) either (i) the Company shall be the continuing Person or (ii) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all of the properties and assets of the Company (the “Successor Company”), (A) shall A)shall be organized and validly existing under the laws of the Cayman Islands, the laws of Ireland or the laws of the United States of America, any State thereof or the District of Columbia; (b) the Successor Company expressly assumes the Company’s obligations with respect to the Notes and this Indenture pursuant to a supplemental indenture, in form satisfactory to the Trustee; provided that, if such Successor Company is organized under the laws of Ireland, such supplemental indenture shall contain a customary provision (including customary exceptions) whereby all payments made by the Successor Company will be made free and clear of and without withholding or deduction for, or on account of, any taxes unless the withholding or deduction of such taxes is then required by law and that, if any deduction or withholding for, or on account of, any taxes imposed or levied by or on behalf of Ireland or any political subdivision or governmental authority thereof or therein having power to tax will at any time be required from any payments made with respect to any Note, including payments of principal, redemption price, premium, if any, interest or Additional Interest, if any, the Successor Company will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts that which would have been received in respect of such payments on any such Note in the absence of such withholding or deduction; (c) 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, shall have occurred and be continuing; and (d) the Company or the Successor Company has delivered to the Trustee an Officers’ 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 Section 5.01.

The Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge with or into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any Person, in a single transaction or in a series of related transactions, unless: (a) either (i) the Company shall be the continuing Person or (ii) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all of the properties and assets of the Company (the “Successor Company”), (A) shall be organized and validly existing under the laws of the Cayman Islands, the laws of Ireland or under the laws of the United States of America, any State thereof or the District of Columbia; (b) the Successor Company expressly assumes the Company’s obligations with respect to the Notes and this the Indenture pursuant to a supplemental indenture, in form satisfactory to the Trustee; provided that, if such Successor Company is organized under the laws of Ireland, such supplemental indenture shall contain a customary provision (including customary exceptions) whereby all payments made by the Successor Company will be made free and clear of and without withholding or deduction for, or on account of, any taxes unless the withholding or deduction of such taxes is then required by law and that, if any deduction or withholding for, or on account of, any taxes imposed or levied by or on behalf of Ireland or any political subdivision or governmental authority thereof or therein having power to tax will at any time be required from any payments made with respect to any Note, including payments of principal, redemption price, premium, if any, interest or Additional Interest, if any, the Successor Company will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders holders or the Trusteetrustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts that which would have been received in respect of such payments on any such Note in the absence of such withholding or deduction; (c) 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, shall have occurred and be continuing; and (d) the Company or the Successor Company has delivered to the Trustee an Officers’ 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 Section 5.01.

The Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge with or into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any Person, in a single transaction or in a series of related transactions, unless: (a) either (i) the i)the Company shall be the continuing Person or (ii) the ii)the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all of the properties and assets of the Company (the “Successor Company”), (A) shall A)shall be organized and validly existing under the laws of the Cayman Islands, the laws of Ireland or under the laws of the United States of America, any State thereof or the District of Columbia; (b) the Successor Company expressly assumes the Company’s obligations with respect to the Notes and this Indenture pursuant to a supplemental indenture, in form satisfactory to the Trustee; provided that, if such Successor Company is organized under the laws of Ireland, such supplemental indenture shall contain a customary provision (including customary exceptions) whereby all payments made by the Successor Company will be made free and clear of and without withholding or deduction for, or on account of, any taxes unless the withholding or deduction of such taxes is then required by law and that, if any deduction or withholding for, or on account of, any taxes imposed or levied by or on behalf of Ireland or any political subdivision or governmental authority thereof or therein having power to tax will at any time be required from any payments made with respect to any Note, including payments of principal, redemption price, premium, if any, interest or Additional Interest, if any, the Successor Company will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders holders or the Trusteetrustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts that which would have been received in respect of such payments on any such Note in the absence of such withholding or deduction; (c) 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, shall have occurred and be continuing; and (d) the Company or the Successor Company has delivered to the Trustee an Officers’ 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 Section 5.01.

The Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge with or into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any Person, in a single transaction or in a series of related transactions, unless: (a) either (i) the i)the Company shall be the continuing Person or (ii) the ii)the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all of the properties and assets of the Company (the “Successor Company”), (A) shall A)shall be organized and validly existing under the laws of the Cayman Islands, the laws of Ireland or under the laws of the United States of America, any State thereof or the District of Columbia; (b) the Successor Company expressly assumes the Company’s obligations with respect to the Notes and this the Indenture pursuant to a supplemental indenture, in form satisfactory to the Trustee; provided that, if such Successor Company is organized under the laws of Ireland, such supplemental indenture shall contain a customary provision (including customary exceptions) whereby all payments made by the Successor Company will be made free and clear of and without withholding or deduction for, or on account of, any taxes unless the withholding or deduction of such taxes is then required by law and that, if any deduction or withholding for, or on account of, any taxes imposed or levied by or on behalf of Ireland or any political subdivision or governmental authority thereof or therein having power to tax will at any time be required from any payments made with respect to any Note, including payments of principal, redemption price, premium, if any, interest or Additional Interest, if any, the Successor Company will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders holders or the Trusteetrustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts that which would have been received in respect of such payments on any such Note in the absence of such withholding or deduction; (c) 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, shall have occurred and be continuing; and (d) the Company or the Successor Company has delivered to the Trustee an Officers’ 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 Section 5.01.