Common use of When Company May Merge, Etc Clause in Contracts

When Company May Merge, Etc. The Company shall not consolidate with, or merge with or into, any other Person (whether or not the Company shall be the surviving corporation), or convey, transfer or lease all or substantially all of its properties and assets as an entirety or substantially as an entirety to any Person or group of affiliated Persons, in one transaction or a series of related transactions, unless: (1) either the Company shall be the continuing Person or the Person (if other than the Company) formed by such consolidation or with which or into which the Company is merged or the Person (or group of affiliated Persons) to which all or substantially all the properties and assets of the Company as an entirety or substantially as an entirety are conveyed, transferred or leased shall be a corporation (or constitute corporations) organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; and (2) immediately after giving effect to such transaction or series of related transactions, no Event of Default, and no Default, shall have occurred and be continuing.

When Company May Merge, Etc. The Company shall will not merge or consolidate with, or merge with or into, any other Person (whether or not the Company shall be the surviving corporation)sell, or lease, convey, transfer or lease otherwise dispose of all or substantially all of its properties property and assets (as an entirety or substantially as an entirety to any Person or group of affiliated Persons, in one transaction or a series of related transactions) to any Person or permit any Person to merge or consolidate with or into the Company, unless: (1a) either the Company shall be the continuing Person or the Person (if other than the Company) formed by such consolidation or with which or into which the Company is merged or the Person (or group of affiliated Persons) to which all or substantially all the properties that acquired such property and assets of the Company as an entirety or substantially as an entirety are conveyed, transferred or leased shall be a corporation (or constitute corporations) an entity organized and validly existing under the laws of the United States of America or any State state or jurisdiction thereof or the District of Columbia and shall expressly assume, by an indenture a supplemental heretoindenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under Company, on the Securities and under this Indenture; and; (2b) immediately after giving effect effect, on a pro forma basis, to such transaction or series of related transactionstransaction, no Default or Event of Default, and no Default, Default shall have occurred and be continuing; and (c) the Company will have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with.

When Company May Merge, Etc. The Company shall not consolidate withconsolidate, or merge with or into, into any other Person corporation (whether or not the Company shall be the surviving corporation), or conveysell, assign, transfer or lease or otherwise dispose of all or substantially all of its properties and assets as an entirety or substantially as an entirety to any Person or group of affiliated Persons, in one transaction or a series of related transactions, unless: (1) either the Company shall be the continuing Person or the Person (if other than the Company) formed by such consolidation or with which or into which the Company is merged or the Person (or group of affiliated Persons) to which all or substantially all the properties and assets of the Company as an entirety or substantially as an entirety are conveyedsold, assigned, transferred or leased shall be a corporation (corporation, partnership or constitute corporations) trust or other entity organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; and (2) immediately before and after giving effect to such transaction or series of related transactions, no Event of Default, and no Default, and no event which, after notice or lapse of time or both, would become and Event of Default, shall have occurred and be continuing.

When Company May Merge, Etc. The Company shall not consolidate with, or merge with or into, into any other Person (whether or not the Company shall be the surviving corporation), or conveysell, assign, transfer or lease all or substantially all of its properties and assets as an entirety or substantially as an entirety to any Person or group of affiliated Persons, in one transaction or a series of related transactions, unless: (1) either the Company shall be the continuing Person or the Person (if other than the Company) formed by such consolidation or with which or into which the Company is merged or the Person (or group of affiliated Persons) to which all or substantially all the properties and assets of the Company as an entirety or substantially as an entirety are conveyedsold, assigned, transferred or leased shall be a corporation (or constitute corporations) organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; and (2) immediately before and after giving effect to such transaction or series of related transactions, no Event of Default, and no Default, Default shall have occurred and be continuing.

When Company May Merge, Etc. The Company shall not consolidate with, or merge with or into, any other Person (whether or not the Company shall be the surviving corporation)sell, or assign, convey, transfer transfer, lease or lease otherwise dispose of all or substantially all of its properties property and assets (as an entirety or substantially as an entirety to any Person or group of affiliated Persons, in one transaction or a series of related transactions) to any Person, unless: (1) either the Company . it shall be the continuing Person Person, or the Person (if other than the Companyit) formed by such consolidation or with which or into which the Company it is merged or the Person (or group of affiliated Persons) to which all such sale, assignment, transfer, lease, conveyance or substantially all other disposition shall have been made (the properties and assets of the Company as an entirety or substantially as an entirety are conveyed“Surviving Person”), transferred or leased shall be a corporation (corporation, trust, limited partnership or constitute corporations) limited liability company organized and validly existing under the laws of the United States of America or any State thereof or jurisdiction thereof; 2. the District of Columbia and Surviving Person shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trusteeindenture, all the obligations of the Company Company’s obligations under the Securities and this Indenture; and; (2) 3. immediately after giving effect to such transaction or series of related transactionstransactions on a pro forma basis, no Default or Event of Default, and no Default, Default shall have occurred and be continuing; and 4. the Company or the Surviving Person, as applicable, shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that (y) the transaction or series of transactions and such supplemental indenture, if any, complies with this Section 5.01, and (z) all conditions precedent in this Indenture relating to the transaction or series of transactions have been satisfied.

When Company May Merge, Etc. The Company shall not consolidate with, or merge with or into, any other Person (whether or not the Company shall be the surviving corporation)sell, assign, transfer, lease, convey or convey, transfer or lease otherwise dispose of all or substantially all of its properties and assets as an entirety or substantially as an entirety to to, any Person or group of affiliated Persons, in one transaction or a series of related transactions, unless: : (1i) either the Company shall be the continuing Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation ), or with which or into which the Company is merged or the Person (or group of affiliated Persons) to which all such sale, assignment, transfer, lease, conveyance or substantially all the properties and assets of the Company as an entirety or substantially as an entirety are conveyeddisposition has been made, transferred or leased shall be is a corporation (or constitute corporations) organized and existing under the laws of the United States of America or America, any State state thereof or the District of Columbia and shall expressly assumeColumbia; (ii) the corporation formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or disposition has been made, assumes by an supplemental indenture supplemental hereto, executed and delivered satisfactory in form to the Trustee, in form satisfactory to the Trustee, Trustee all the obligations of the Company under the Securities and this Indenture; and (2iii) immediately after such transaction, and giving effect to such transaction or series of related transactionsthereto, no Default or Event of Default, and no Default, Default shall have occurred and be continuing. Notwithstanding the foregoing, the Company may merge with another Person or acquire by purchase or otherwise all or any part of the property or assets of any other corporation or Person in a transaction in which the surviving entity is the Company.

When Company May Merge, Etc. The Company shall not consolidate with, or merge with or into, into any other Person (whether or not the Company shall be the surviving corporation), or conveysell, assign, transfer or lease all or substantially all of its properties and assets as an entirety or substantially as an entirety to any Person or group of affiliated Persons, in one transaction or a series of related transactions, unless: (1) either the Company shall be the continuing Person or the Person (if other than the Company) formed by such consolidation or with which or into which the Company is merged or the Person (or group of affiliated Persons) to which all or substantially all the properties and assets of the Company as an entirety or substantially as an entirety are conveyedsold, assigned, transferred or leased shall be a corporation (or constitute corporations) organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; and (2) immediately before and after giving effect to such transaction or series of related transactions, no Event of Default, and no Default, shall have occurred and be continuing.

When Company May Merge, Etc. The Subject to the provisions of Section 6.02, the Company shall not consolidate with, with or merge with or into, any other Person (whether or not the Company shall be the surviving corporation)sell, or convey, transfer or lease all or substantially all of its properties and assets as an entirety or substantially as an entirety to any Person or group of affiliated Persons, in one transaction or a series of related transactions, unless: (1) either the Company shall be the continuing Person or the Person (if other than the Company) formed by such consolidation or with which or into which the Company is merged or the Person (or group of affiliated Persons) to which all or substantially all the consolidated properties and assets of the Company and its direct and indirect Subsidiaries, taken as an entirety a whole, to another Person (other than one or substantially as an entirety are conveyedmore of the Company’s direct or indirect Subsidiaries), transferred unless: (a) the resulting, surviving or leased shall be transferee Person (the “Surviving Entity”), if not the Company, is a corporation (or constitute corporations) organized and existing under the laws of the United States of America or America, any State thereof or the District of Columbia Columbia, and shall the Surviving Entity, if not the Company, expressly assume, assumes by an supplemental indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Securities Notes and this Indenture; and (2b) immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default, and no Default, Default shall have occurred and be continuingcontinuing under this Indenture. For purposes of this Section 6.01, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

When Company May Merge, Etc. The Company shall not consolidate withconsolidate, or merge with or into, into any other Person corporation (whether or not the Company shall be the surviving corporation), or conveysell, assign, transfer or lease or otherwise dispose of all or substantially all of its properties and assets as an entirety or substantially as an entirety to any Person or group of affiliated Persons, in one transaction or a series of related transactions, unless: (1a) either the Company shall be the continuing Person or the Person (if other than the Company) formed by such consolidation or with which or into which the Company is merged or the Person (or group of affiliated Persons) to which all or substantially all the properties and assets of the Company as an entirety or substantially as an entirety are conveyedsold, assigned, transferred or leased shall be a corporation (corporation, partnership or constitute corporations) trust or other entity organized and existing under the laws of the United States of America or any State thereof of this Indenture or the District of Columbia ________________ and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; and (2b) immediately before and after giving effect to such transaction or series of related transactions, no Event of Default, and no Default, and no event which, after notice or lapse of time or both, would become and Event of Default, shall have occurred and be continuing.

When Company May Merge, Etc. The Company shall not consolidate with, or merge with or into, any other Person (whether directly or not the Company shall be the surviving corporation)indirectly, or sell, assign, convey, transfer transfer, lease or lease otherwise dispose of all or substantially all of its properties property and assets (as an entirety or substantially as an entirety to any Person or group of affiliated Persons, in one transaction or a series of related transactions) to any Person or Persons, or permit any Person to merge with or into it, unless: (1a) either the Company it shall be the continuing Person Person, or the Person (if other than the Companyit) formed by such consolidation or with which or into which the Company it is merged or the Person (that acquired or group of affiliated Persons) to which all or substantially all the properties leased such property and assets of (the Company as an entirety or substantially as an entirety are conveyed"Surviving Person”), transferred or leased shall be a corporation (or constitute corporations) organized and validly existing under the laws of the United States of America or any State thereof or jurisdiction thereof; (b) the District of Columbia and Surviving Person shall expressly assume, by an indenture supplemental hereto, executed and indentures which shall be delivered to the Trustee, Trustee and shall be in form and substance reasonably satisfactory to the Trustee, all the obligations of the Company Company’s obligations under the Securities and this Indenture; and; (2c) immediately after giving effect to such transaction or series of related transactionstransactions on a pro forma basis, no Default or Event of Default, and no Default, Default shall have occurred and be continuing; and (d) the Company or the Surviving Person, as applicable, shall have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel stating that (y) the transaction or series of transactions and such supplemental indenture, if any, complies with this Section 5.1, and (z) all conditions precedent in this Indenture relating to the transaction or series of transactions have been satisfied.

When Company May Merge, Etc. The Company shall not ---------------------------- consolidate with, or merge with or into, any other Person (whether or not the Company shall be the surviving corporation)sell, or convey, transfer transfer, lease or lease otherwise dispose of all or substantially all of its properties property and assets (as an entirety or substantially as an entirety to any Person or group of affiliated Persons, in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company unless: : (1i) either the Company shall be the continuing Person or the Person (if other than the Company) formed by such consolidation or with which or into which the Company is merged or the Person (that acquired or group of affiliated Persons) to which all or substantially all the properties leased such property and assets of the Company as an entirety or substantially as an entirety are conveyed, transferred or leased shall be a corporation (or constitute corporations) organized and validly existing under the laws of the United States of America or any State jurisdiction thereof or the District of Columbia and shall expressly assume, assume by an indenture a supplemental heretoindenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company on all of the Notes and under the Securities and this Indenture; and (2ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the Company or series any entity or person formed by or surviving any such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made will be at least equal to the Consolidated Net Worth of related transactions, no Event of Default, and no Default, shall have occurred and be continuingthe Company before such transaction.

When Company May Merge, Etc. The Company shall not consolidate with, or merge with or into, into any other Person corporation (whether or not the Company shall be the surviving corporation), or conveysell, assign, transfer or lease all or substantially all of its properties and assets as an entirety or substantially as an entirety to any Person or group of affiliated Persons, in one transaction or a series of related transactions, unless: (1) either the Company shall be the continuing Person or the Person (if other than the Company) formed by such consolidation or with which or into which the Company is merged or the Person (or group of affiliated Persons) to which all or substantially all the properties and assets of the Company as an entirety or substantially as an entirety are conveyedsold, assigned, transferred or leased shall be a corporation (or constitute corporations) organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; and (2) immediately before and after giving effect to such transaction or series of related transactions, no Event of Default, and no Default, shall have occurred and be continuing.

When Company May Merge, Etc. The Company shall not consolidate withconsolidate, or merge with or into, into any other Person corporation (whether or not the Company shall be the surviving corporation), or conveysell, assign, transfer or lease or otherwise dispose of all or substantially all of its properties and assets as an entirety or substantially as an entirety to any Person or group of affiliated Persons, in one transaction or a series of related transactions, unless: (1a) either the Company shall be the continuing Person or the Person (if other than the Company) formed by such consolidation or with which or into which the Company is merged or the Person (or group of affiliated Persons) to which all or substantially all the properties and assets of the Company as an entirety or substantially as an entirety are conveyedsold, assigned, transferred or leased shall be a corporation (corporation, partnership or constitute corporations) trust or other entity organized and existing under the laws of the United States of America or any State thereof to this Indenture or the District of Columbia _____________________ and shall expressly assume, by an indenture supplemental heretoto this Indenture , executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; and (2b) immediately before and after giving effect to such transaction or series of related transactions, no Event of Default, and no Default, and no event which, after notice or lapse of time or both, would become and Event of Default, shall have occurred and be continuing.

When Company May Merge, Etc. The Company shall not consolidate with, or merge with or into, any other Person (whether or not the Company shall be the surviving corporation)sell, or convey, transfer transfer, lease or lease otherwise dispose of all or substantially all of its properties property and assets (as an entirety or substantially as an entirety to any Person or group of affiliated Persons, in one transaction or a series of related transactions) to, any Person (other than a [DELETE: Restricted] Subsidiary that is a Wholly Owned Subsidiary of the Company [DELETE: with a positive net worth]; provided that, in connection with any merger of the Company with a [DELETE: Restricted] Subsidiary that is a Wholly Owned Subsidiary of the Company, no consideration (other than Common Stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company) or permit any Person to merge with or into the Company unless: : (1i) either the Company shall be the continuing Person Person, or the Person (if other than the Company) formed by such consolidation or with which or into which the Company is merged or the Person (that acquired or group of affiliated Persons) to which all or substantially all the properties leased such property and assets of the Company as an entirety or substantially as an entirety are conveyed, transferred or leased shall be a corporation (or constitute corporations) organized and validly existing under the laws of the United States of America or any State jurisdiction thereof or the District of Columbia and shall expressly assume, by an indenture a supplemental heretoindenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under on all of the Securities and under this Indenture; and (2) immediately after giving effect to such transaction or series of related transactions, no Event of Default, and no Default, shall have occurred and be continuing.;

When Company May Merge, Etc. The Company shall not consolidate withconsolidate, or merge with or into, into any other Person corporation (whether or not the Company shall be the surviving corporation), or conveysell, assign, transfer or lease or otherwise dispose of all or substantially all of its properties and assets as an entirety or substantially as an entirety to any Person or group of affiliated Persons, in one transaction or a series of related transactions, unless: (1a) either the Company shall be the continuing Person or the Person (if other than the Company) formed by such consolidation or with which or into which the Company is merged or the Person (or group of affiliated Persons) to which all or substantially all the properties and assets of the Company as an entirety or substantially as an entirety are conveyedsold, assigned, transferred or leased shall be a corporation (corporation, partnership or constitute corporations) trust or other entity organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; and (2b) immediately before and after giving effect to such transaction or series of related transactions, no Event of Default, and no 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.

When Company May Merge, Etc. The Company shall not consolidate with, or merge with or into, into any other Person corporation (whether or not the Company shall be the surviving corporation), or conveysell, assign, transfer or lease all or substantially all of its properties and assets as an entirety or substantially as an entirety to any Person or group of affiliated Persons, in one transaction or a series of related transactions, unless: (1) either the Company shall be the continuing Person or the Person (if other than the Company) formed by such consolidation or with which or into which the Company is merged or the Person (or group of affiliated Persons) to which all or substantially all the properties and assets of the Company as an entirety or substantially as an entirety are conveyedsold, assigned, transferred or leased shall be a corporation (or constitute corporations) organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; and (2) immediately before and after giving effect to such transaction or series of related transactions, no Event of Default, and no Default, Default shall have occurred and be continuing.

When Company May Merge, Etc. The Subject to the provisions of Section 12.03, the Company shall not consolidate with, with or merge with or into, any other Person (whether or not the Company shall be the surviving corporation)sell, or convey, transfer or lease all or substantially all of its properties and assets as an entirety or substantially as an entirety to any Person or group of affiliated Persons, in one transaction or a series of related transactionsanother Person, unless: (1a) either the Company shall be the continuing Person resulting, surviving or the transferee Person (the “Successor Company”), if other than not the Company) formed by such consolidation or with which or into which the Company is merged or the Person (or group of affiliated Persons) to which all or substantially all the properties and assets of the Company as an entirety or substantially as an entirety are conveyed, transferred or leased shall be a corporation (or constitute corporations) organized and existing under the laws of the United States of America or America, any State thereof or the District of Columbia Columbia, and the Successor Company (if not the Company) shall expressly assume, assume by an supplemental indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the Securities Notes and this the Indenture; and (2b) immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default, and no Default, Default shall have occurred and be continuingcontinuing under the Indenture. For purposes of this Section 12.02, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

When Company May Merge, Etc. The Company shall not consolidate with, or merge with or into, into any other Person person (whether or not the Company shall be the surviving corporationperson), or conveysell, assign, transfer or lease all or substantially all of its properties and assets as an entirety or substantially as an entirety to any Person person or group of affiliated Personspersons, in one transaction or a series of related transactions, unless: (1) either the Company shall be the continuing Person person or the Person person (if other than the Company) formed by such consolidation or with which or into which the Company is merged or the Person person (or group of affiliated Personspersons) to which all or substantially all the properties and assets of the Company as an entirety or substantially as an entirety are conveyedsold, assigned, transferred or leased shall be a corporation (or constitute corporations) person organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; and (2) immediately before and after giving effect to such transaction or series of related transactions, no Event of Default, and no Default, Default shall have occurred and be continuing.