Common use of When Company May Consolidate, Amalgamate, Merge or Transfer Assets Clause in Contracts

When Company May Consolidate, Amalgamate, Merge or Transfer Assets. The Company shall not, in a single transaction or a series of related transactions, become a party to a consolidation, amalgamation, merger or statutory share exchange, or sell, lease, transfer, convey or otherwise dispose of all or substantially all of its property and assets to another Person, unless: (a) either (i) the Company is the continuing corporation or (ii) the resulting, surviving or transferee Person (if other than the Company) is a corporation or limited liability company organized and existing under the laws of Bermuda, the United Kingdom, the Netherlands, Curaçao, the Cayman Islands, the Czech Republic, the Republic of Cyprus or the United States, any state thereof or the District of Columbia and such Person assumes, by a supplemental indenture, all of the Company’s obligations under the Notes and this Indenture, in each case in a form reasonably satisfactory to the Trustee; (b) immediately after giving effect to the transaction or series of related transactions described above, no Default or Event of Default has occurred and is continuing; (c) if as a result of such transaction or series of related transactions, the Conversion Settlement Consideration (assuming Physical Settlement applies) into which the Notes become convertible includes common stock or other securities issued by any Person other than the Company or the resulting, surviving or transferee Person, such other Person fully and unconditionally guarantees all obligations of the Company or the resulting, surviving or transferee Person (if other than the Company), as applicable, under the Notes and this Indenture; and (d) the Company has delivered to the Trustee the Officers’ Certificate and Opinion of Counsel pursuant to ‎Section 5.03.

When Company May Consolidate, Amalgamate, Merge or Transfer Assets. The Company shall not, in a single transaction or a series of related transactions, become a party to a consolidationconsolidate with, amalgamation, merger amalgamate with or statutory share exchangemerge with or into any other Person, or sell, lease, transfer, convey or otherwise dispose of all or substantially all of its property and assets to another Person, unless: (a) either (i) the Company is the continuing corporation or (ii) the resulting, surviving or transferee Person (if other than the Company) is a corporation or limited liability company organized and existing under the laws of Bermuda, the United Kingdom, the Netherlands, Curaçaothe Netherlands Antilles, the Cayman Islands, the Czech Republic, the Republic of Cyprus or the United States, any state thereof or the District of Columbia and such Person assumes, by a supplemental indenture, all of the Company’s obligations under the Notes and this Indenture, and, to the extent then operative, by a supplemental agreement, all of the Company’s obligations under each Registration Rights Agreement, in each case in a form reasonably satisfactory to the Trustee; (b) immediately after giving effect to the transaction or series of related transactions described above, no Default or Event of Default has occurred and is continuing; (c) if as a result of such transaction or series of related transactions, the Conversion Settlement Consideration (assuming Physical Settlement applies) into which the Notes become convertible includes into common stock or other securities issued by any Person other than the Company or the resulting, surviving or transferee Person, such other Person fully and unconditionally guarantees all obligations of the Company or the resulting, surviving or transferee Person (if other than the Company), as applicable, under the Notes and this IndentureIndenture and, to the extent then operative, each Registration Rights Agreement; and (d) the Company has delivered to the Trustee the Officers’ Certificate and Opinion of Counsel pursuant to ‎Section Section 5.03.

When Company May Consolidate, Amalgamate, Merge or Transfer Assets. The Company shall not, in a single transaction or a series of related transactions, become a party to a consolidation, amalgamation, merger or statutory share exchange, or sell, lease, transfer, convey or otherwise dispose of all or substantially all of its property and assets to another Person, unless: (a) either (i) the Company is the continuing corporation or (ii) the resulting, surviving or transferee Person (if other than the Company) is a corporation or limited liability company organized and existing under the laws of Bermuda, the United Kingdom, the Netherlands, Curaçao, the Cayman Islands, the Czech Republic, the Republic of Cyprus or the United States, any state thereof or the District of Columbia and such Person assumes, by a supplemental indenture, all of the Company’s obligations under the Notes and this Indenture, in each case in a form reasonably satisfactory to the Trustee; (b) immediately after giving effect to the transaction or series of related transactions described above, no Default or Event of Default has occurred and is continuing; (c) if as a result of such transaction or series of related transactions, the Conversion Settlement Consideration (assuming Physical Settlement applies) into which the Notes become convertible includes common stock or other securities issued by any Person other than the Company or the resulting, surviving or transferee Person, such other Person fully and unconditionally guarantees all obligations of the Company or the resulting, surviving or transferee Person (if other than the Company), as applicable, under the Notes and this Indenture; and (d) the Company has delivered to the Trustee the Officers’ Certificate and Opinion of Counsel pursuant to ‎Section Section 5.03.