Transactions Permitted. Notwithstanding any other provision of this Indenture, the Transactions and the consummation thereof are, for the avoidance of doubt, permitted under and not prohibited by this Indenture and shall not result in any Default or Event of Default under this Indenture.”
(c) The Original Indenture is hereby amended to insert a new Article 18 to read as follows and the corresponding change shall be made to the Original Indenture’s Table of Contents:
Transactions Permitted neither the execution and performance by it of each Relevant Document to which it is a party nor any transaction contemplated under any Relevant Document to which it is a party will violate in any respect any provision of:
Transactions Permitted. The execution by it of the Transaction Documents to which it is expressed to be party and the performance by it of its obligations or the exercise of its rights thereunder do not in any material respect:
(a) contravene its constitutional documents;
(b) contravene any applicable law;
(c) contravene any agreement, obligation or court order binding upon it or applicable to its assets or revenues; or
(d) cause any limitation on its corporate powers or the powers of any authorised officer to be exceeded.
Transactions Permitted. Notwithstanding any other provision of this Agreement (including, without limitation, any provisions of this Article 5 or the provisions of Article 6 or Section 2.06), the consummation of the Transactions and the other transactions related thereto shall be deemed not to violate any provisions of this Agreement.
Transactions Permitted. Notwithstanding any other provision of this Indenture, the Transactions and the consummation thereof are, for the avoidance of doubt, permitted under and not prohibited by this Indenture and shall, provided that the Company complies with Section 4.10, be deemed not to result in any default or Event of Default under this Indenture.
Section 1.5 The Indenture and each Global Note, with effect on and from the date hereof, shall be deemed supplemented, modified and amended in such manner as necessary to make the terms of such Global Note consistent with the terms of the Indenture, as amended by this First Supplemental Indenture, and giving effect to the amendments set forth in Sections 1.1, 1.2, 1.3 and 1.4 hereof.
Transactions Permitted neither the execution and performance by it of the Transaction Documents to which it is expressed to be a party nor any transaction contemplated under any such document will violate in any respect any provision of:
(i) any law or treaty or any judgment, ruling, order or decree of any Governmental Agency binding on it;
(ii) its memorandum or articles of association or other constituent documents; or
(iii) any other document or agreement which is binding upon it or its Assets, and, except as may be provided by the Transaction Documents, does not and will not result in:
(iv) the creation or imposition of any Security Interest on any of its Assets under any of the foregoing; or
(v) the acceleration or cancellation of any obligation with respect to any Financial Indebtedness, or anything which constitutes (or which, with the giving of notice and/or lapse of time would constitute) an event of defualt,
Transactions Permitted. The execution and performance by it of the Transaction Documents to which it is expressed to be a party and each transaction contemplated under those documents did not and will not violate in any respect a provision of:
(i) a law or treaty or a judgment, ruling, order or decree of a Governmental Agency binding on it;
(ii) its constitution or other constituent documents; or
(iii) any other document or agreement which is binding on it or its assets, and, except as provided by the Transaction Documents, did not and will not:
(iv) create or impose or oblige it to create or impose a Security Interest on any of its assets; or
(v) allow a person to accelerate or cancel an obligation with respect to Financial Indebtedness, or constitute an event of default, cancellation event, prepayment event or similar event (whatever called) under an agreement relating to Financial Indebtedness, whether immediately or after notice or lapse of time or both;
Transactions Permitted. Notwithstanding any other provision of this Indenture, the Transactions and the consummation thereof are, for the avoidance of doubt, permitted under and not prohibited by this Indenture and shall not result in any Default or Event of Default under this Indenture. For the avoidance of doubt, none of the requirements or conditions set forth in Articles IV or V will apply with respect to the Transactions. Notwithstanding anything to the contrary herein, for the purposes of Articles X and XI hereof, the consummation of the Transactions shall be deemed to constitute a Fundamental Change and Make-Whole Fundamental Change.”
Transactions Permitted. (a) Any Separation Transaction is expressly permitted by this Article V and this Indenture. No merger, amalgamation, consolidation, transfer, lease or other transaction of or involving LGEC, the Issuer or any Subsidiary shall be restricted by this Article V, and LGEC, the Issuer or any Subsidiary may merge, amalgamate or consolidate with or into, or transfer or lease or otherwise dispose of all or part of its properties or assets to any Person.
(b) Upon any merger, amalgamation or consolidation of LGEC or the Issuer with or into any Person:
(1) the resulting or surviving Person (the “Successor Person”) (if not LGEC or the Issuer) will expressly assume all the obligations of LGEC or the Issuer, as applicable, under the Notes and this Indenture pursuant to a supplemental indenture or other document or instrument in form and substance satisfactory to the Issuer; and
(2) the Issuer may (but shall be under no obligation to) deliver to the Trustee (x) an Officers’ Certificate and an Opinion of Counsel, each stating that such merger, amalgamation or consolidation and such supplemental indenture (if any) are not prohibited by the terms of this Indenture (upon receipt of which the Trustee is authorized to, and shall, enter into such supplemental indenture if requested by the Issuer) and (y) any other documentation and other information about the Successor Person as shall have been reasonably required by the Trustee that the Trustee shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation, including the PATRIOT Act.
(c) Upon any merger, amalgamation or consolidation of any Guarantor with or into any Person (other than with or into LGEC, the Issuer or a Guarantor):
(1) the resulting or surviving Person (the “Successor Guarantor”) (if other than such Guarantor) will expressly assume all the obligations of such Guarantor under the Notes, this Indenture and its Notes Guarantee pursuant to a supplemental indenture or other document or instrument in form and substance satisfactory to the Issuer; and
(2) the Issuer may (but shall be under no obligation to) deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such merger, amalgamation or consolidation and such supplemental indenture (if any) are not prohibited by the terms of this Indenture (upon receipt of which the Trustee is authorized to, and shall, enter into such supplemental inden...
Transactions Permitted. (a) Notwithstanding any other provision of this Indenture (including, for the avoidance of doubt, Article 11), the Transactions and the consummation thereof are, for the avoidance of doubt, permitted under and not prohibited by this Indenture and shall not result in any Default or Event of Default under this Indenture. For the avoidance of doubt, none of the requirements or conditions set forth in Sections 11.01, 11.02 or 11.03 will apply with respect to the Transactions.
(b) In addition, and notwithstanding anything to the contrary herein, for the purposes of Articles 14 and 15 hereof, the consummation of the Transactions shall be deemed to constitute a Fundamental Change and a Make-Whole Fundamental Change.”
