Common use of The Issuer May Not Merge Clause in Contracts

The Issuer May Not Merge. (a) The Issuer shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Issuer shall not permit any Person to consolidate with or merge into the Issuer, unless: (i) in case the Issuer shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer, or which leases the properties and assets of the Issuer substantially as an entirety, shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under (A) the laws of the United States of America, any State thereof or the District of Columbia or (B) the laws of a foreign jurisdiction and consents to the jurisdiction of the courts of the United States and, in each case (A) or (B), shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Issuer to be performed or observed; and (ii) immediately prior to and 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. (b) Upon any consolidation of the Issuer with, or merger of the Issuer into, any other Person or any conveyance, transfer or lease of the properties and assets of the Issuer substantially as an entirety in accordance with Section 3.7(a), the successor Person formed by such consolidation or into which the Issuer 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 Issuer under this Indenture with the same effect as if such successor Person had been named as the Issuer herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.

The Issuer May Not Merge. (a) The Issuer shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Issuer shall not permit any Person to consolidate with or merge into the Issuer, unless: (i) in case the Issuer shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer, or which leases limited liability company the properties and assets of the Issuer substantially as an entirety, shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under (A) the laws of the United States of America, any State thereof or the District of Columbia or (B) the laws of a foreign jurisdiction and consents to the jurisdiction of the courts of the United States and, in each case (A) or (B), shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Issuer to be performed or observed; and (ii) immediately prior to and 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. (b) Upon any consolidation of the Issuer with, or merger of the Issuer into, any other Person or any conveyance, transfer or lease of the properties and assets of the Issuer substantially as an entirety in accordance with Section 3.7(a), the successor Person formed by such consolidation or into which the Issuer 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 Issuer under this Indenture with the same effect as if such successor Person had been named as the Issuer herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.

The Issuer May Not Merge. (a) The Issuer shall not merge or consolidate with or merge into any other Person or convey, transfer or lease sell substantially all of its properties and assets substantially as an entirety to any Person, and the Issuer shall not permit any Person to consolidate with or merge into the Issuerentirety, unless: (i) in case the Issuer shall consolidate with is the continuing corporation or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Issuer is merged or formed by such consolidation or the Person which acquires by conveyance or transfer, or which leases the properties and assets sale substantially all of the Issuer substantially Issuer’s assets as an entirety, shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under (A) the laws of the United States of America, any State thereof or the District of Columbia a state or (B) is organized under the laws of a foreign jurisdiction and consents to the jurisdiction of the courts of the United States and, in each case (A) or (B), shall a state and expressly assumeassumes, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of (principal, and premium, if any) , and interest on all the Securities and the performance or and observance of every covenant all the covenants and conditions of this Indenture binding on the part of the Issuer to be performed or observedIssuer; and (ii) the Issuer or the Person into which the Issuer is merged or formed by such consolidation or the Person which acquires by sale substantially all of the Issuer’s assets as an entirety, is not immediately prior to and after giving effect to such transactionthe merger, no Event consolidation or sale in default in the performance of Default, and no event which, after notice a covenant or lapse of time or both, would become an Event of Default, shall have occurred and be continuingcondition in this Indenture binding on the Issuer. (b) Upon any merger into, or consolidation of the Issuer with, or merger of the Issuer into, any other Person or any conveyance, transfer or lease sale of substantially all of the properties and assets of the Issuer substantially as an entirety in accordance with Section 3.7(a), the successor Person formed by such consolidation or into which the Issuer is merged or formed by such consolidation or to which such conveyance, transfer or lease sale is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such successor Person had been named as the Issuer herein, and thereafter, except in the case of a lease, thereafter the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.

The Issuer May Not Merge. (a) The Issuer shall may not consolidate with ------------------------ or merge into any other Person with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety (either in one transaction or a series of transactions) to any Person, and the Issuer shall not permit any Person to consolidate with or merge into the Issuer, unless: (ia) in case the Issuer shall consolidate with Person formed by or merge into another Person surviving such consolidation or conveymerger or to which such sale, conveyance, transfer or lease its properties and assets substantially as an entirety to any Personshall have been made (the "Successor") if other than the Issuer, the Person formed by such consolidation or into which the Issuer (a) is merged or the Person which acquires by conveyance or transfer, or which leases the properties and assets of the Issuer substantially as an entirety, shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under (A) the laws of the United States of America, America or any State thereof or the District of Columbia or Columbia, and (Bb) the laws of a foreign jurisdiction and consents to the jurisdiction of the courts of the United States and, in each case (A) or (B), shall expressly assume, assume by an indenture a supplemental heretoindenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the due and punctual payment obligations of the principal of (and premium, if any) and interest on all Issuer under the Securities and the performance or observance of every covenant of this Indenture on the part of the Issuer to be performed or observed; andIndenture; (iib) immediately prior to and after giving effect to such transaction (and treating any indebtedness which becomes an obligation of the Successor or any Subsidiary as a result of such transaction as having been incurred by such Successor or such Subsidiary at the time of such transaction), no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, Default shall have occurred and be continuing.; and (bc) Upon any consolidation the Issuer, delivers to the Trustee an Officer's Certificate and an Opinion of the Issuer withCounsel, or merger of the Issuer intoeach stating that such consolidation, any other Person or any merger, sale, conveyance, transfer or lease of the properties and assets of the Issuer substantially as an entirety in accordance such supplemental indenture comply with Section 3.7(a), this Indenture. The Successor will be the successor Person formed by such consolidation or into which to the Issuer is merged or to which such conveyance, transfer or lease is made shall succeed toIssuer, and will be substituted for, and may exercise every right and power of, and become the Issuer under this Indenture obligor on the Securities with the same effect as if such successor Person the Successor had been named named, as the Issuer hereinherein but, and thereafter, except in the case of a leasesale, conveyance, transfer or lease of all or substantially all of the assets of the Issuer, the predecessor Person shall Issuer will not be relieved of all obligations released from its obligation to pay the principal of, premium, if any, and covenants under this Indenture and interest on the Securities.

The Issuer May Not Merge. (a) The Issuer shall may not consolidate with or merge into any other Person with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety (either in one transaction or a series of transactions) to any Person, and the Issuer shall not permit any Person to consolidate with or merge into the Issuer, unless: (ia) in case the Issuer shall consolidate with Person formed by or merge into another Person surviving such consolidation or conveymerger or to which such sale, conveyance, transfer or lease its properties and assets substantially as an entirety to any Personshall have been made (the "Successor") if other than the Issuer, the Person formed by such consolidation or into which the Issuer (a) is merged or the Person which acquires by conveyance or transfer, or which leases the properties and assets of the Issuer substantially as an entirety, shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under (A) the laws of the United States of America, America or any State thereof or the District of Columbia or Columbia, and (Bb) the laws of a foreign jurisdiction and consents to the jurisdiction of the courts of the United States and, in each case (A) or (B), shall expressly assume, assume by an indenture a supplemental heretoindenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the due and punctual payment obligations of the principal of (and premium, if any) and interest on all Issuer under the Securities and the performance or observance of every covenant of this Indenture on the part of the Issuer to be performed or observed; andIndenture; (iib) immediately prior to and after giving effect to such transaction (and treating any indebtedness which becomes an obligation of the Successor or any Subsidiary as a result of such transaction as having been incurred by such Successor or such Subsidiary at the time of such transaction), no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, Default shall have occurred and be continuing.; and (bc) Upon any consolidation the Issuer, delivers to the Trustee an Officer's Certificate and an Opinion of the Issuer withCounsel, or merger of the Issuer intoeach stating that such consolidation, any other Person or any merger, sale, conveyance, transfer or lease of the properties and assets of the Issuer substantially as an entirety in accordance such supplemental indenture comply with Section 3.7(a), this Indenture. The Successor will be the successor Person formed by such consolidation or into which to the Issuer is merged or to which such conveyance, transfer or lease is made shall succeed toIssuer, and will be substituted for, and may exercise every right and power of, and become the Issuer under this Indenture obligor on the Securities with the same effect as if such successor Person the Successor had been named named, as the Issuer hereinherein but, and thereafter, except in the case of a leasesale, conveyance, transfer or lease of all or substantially all of the assets of the Issuer, the predecessor Person shall Issuer will not be relieved of all obligations released from its obligation to pay the principal of, premium, if any, and covenants under this Indenture and interest on the Securities.. ARTICLE IV

The Issuer May Not Merge. (a) The Issuer shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Issuer shall not permit any Person to consolidate with or merge into the Issuer, unless: (i) in case the Issuer shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer, or which leases the properties and assets of the Issuer substantially as an entirety, shall be a corporation, limited liability company, corporation, partnership or trust, shall be organized and validly existing under under (A) the laws of the United States of America, any State thereof or the District of Columbia or (B) the laws of a foreign jurisdiction and consents to the jurisdiction of the courts of the United States and, in each case (A) or (B), shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Issuer to be performed or observed; and (ii) immediately prior to and 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. (b) Upon any consolidation of the Issuer with, or merger of the Issuer into, any other Person or any conveyance, transfer or lease of the properties and assets of the Issuer substantially as an entirety in accordance with Section 3.7(a), the successor Person formed by such consolidation or into which the Issuer 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 Issuer under this Indenture with the same effect as if such successor Person had been named as the Issuer herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.

The Issuer May Not Merge. (a) The Issuer shall may not consolidate with or merge into any other Person with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety (either in one transaction or a series of transactions) to any Person, and the Issuer shall not permit any Person to consolidate with or merge into the Issuer, unless: (ia) in case the Issuer shall consolidate with Person formed by or merge into another Person surviving such consolidation or conveymerger or to which such sale, conveyance, transfer or lease its properties and assets substantially as an entirety to any Personshall have been made (the "Successor") if other than the Issuer, the Person formed by such consolidation or into which the Issuer (a) is merged or the Person which acquires by conveyance or transfer, or which leases the properties and assets of the Issuer substantially as an entirety, shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under (A) the laws of the United States of America, America or any State thereof or the District of Columbia or Columbia, and (Bb) the laws of a foreign jurisdiction and consents to the jurisdiction of the courts of the United States and, in each case (A) or (B), shall expressly assume, assume by an indenture a supplemental heretoindenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the due and punctual payment obligations of the principal of (and premium, if any) and interest on all Issuer under the Securities and the performance or observance of every covenant of this Indenture on the part of the Issuer to be performed or observed; andIndenture; (iib) immediately prior to and after giving effect to such transaction (and treating any indebtedness which becomes an obligation of the Successor or any Subsidiary as a result of such transaction as having been incurred by such Successor or such Subsidiary at the time of such transaction), no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, Default shall have occurred and be continuing.; and (bc) Upon any consolidation the Issuer, delivers to the Trustee an Officer's Certificate and an Opinion of the Issuer withCounsel, or merger of the Issuer intoeach stating that such consolidation, any other Person or any merger, sale, conveyance, transfer or lease of the properties and assets of the Issuer substantially as an entirety in accordance such supplemental indenture comply with Section 3.7(a), this Indenture. The Successor will be the successor Person formed by such consolidation or into which to the Issuer is merged or to which such conveyance, transfer or lease is made shall succeed toIssuer, and will be substituted for, and may exercise every right and power of, and become the Issuer under this Indenture obligor on the Securities with the same effect as if such successor Person the Successor had been named named, as the Issuer hereinherein but, and thereafter, except in the case of a leasesale, conveyance, transfer or lease of all or substantially all of the assets of the Issuer, the predecessor Person shall Issuer will not be relieved of all obligations released from its obligation to pay the principal of, premium, if any, and covenants under this Indenture and interest on the Securities.

The Issuer May Not Merge. (a) The Issuer shall may not consolidate with or merge into any other Person with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety (either in one transaction or a series of transactions) to any Person, and the Issuer shall not permit any Person to consolidate with or merge into the Issuer, unless: (ia) in case the Issuer shall consolidate with Person formed by or merge into another Person surviving such consolidation or conveymerger or to which such sale, conveyance, transfer or lease its properties and assets substantially as an entirety to any Personshall have been made (the “Successor”) if other than the Issuer, the Person formed by such consolidation or into which the Issuer (a) is merged or the Person which acquires by conveyance or transfer, or which leases the properties and assets of the Issuer substantially as an entirety, shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under (A) the laws of the United States of America, America or any State thereof or the District of Columbia or Columbia, and (Bb) the laws of a foreign jurisdiction and consents to the jurisdiction of the courts of the United States and, in each case (A) or (B), shall expressly assume, assume by an indenture a supplemental heretoindenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the due and punctual payment obligations of the principal of (and premium, if any) and interest on all Issuer under the Securities and the performance or observance of every covenant of this Indenture on the part of the Issuer to be performed or observed; andIndenture; (iib) immediately prior to and after giving effect to such transaction (and treating any indebtedness which becomes an obligation of the Successor or any Subsidiary as a result of such transaction as having been incurred by such Successor or such Subsidiary at the time of such transaction), no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, Default shall have occurred and be continuing.; and (bc) Upon any consolidation the Issuer, delivers to the Trustee an Officer’s Certificate and an Opinion of the Issuer withCounsel, or merger of the Issuer intoeach stating that such consolidation, any other Person or any merger, sale, conveyance, transfer or lease of the properties and assets of the Issuer substantially as an entirety in accordance such supplemental indenture comply with Section 3.7(a), this Indenture. The Successor will be the successor Person formed by such consolidation or into which to the Issuer is merged or to which such conveyance, transfer or lease is made shall succeed toIssuer, and will be substituted for, and may exercise every right and power of, and become the Issuer under this Indenture obligor on the Securities with the same effect as if such successor Person the Successor had been named named, as the Issuer hereinherein but, and thereafter, except in the case of a leasesale, conveyance, transfer or lease of all or substantially all of the assets of the Issuer, the predecessor Person shall Issuer will not be relieved of all obligations released from its obligation to pay the principal of, premium, if any, and covenants under this Indenture and interest on the Securities.