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

When Company May Merge, Etc. The Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (in one transaction or a series of related transactions) to, any Person unless either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which properties and assets of the Company shall be sold, conveyed, transferred or leased shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Securities and under this Indenture and the Company in the case of clauses (x) and (y) shall have delivered to the Trustee (A) an Opinion of Counsel stating that such consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company and such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (B) an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing.

When Company May Merge, Etc. The Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (in one transaction or a series of related transactions) to, any Person unless either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which properties and assets of the Company shall be sold, conveyed, transferred or leased shall be a corporation Person organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Securities and under this Indenture and the Company in the case of clauses (x) and (y) shall have delivered to the Trustee (A) an Opinion of Counsel stating that such consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company and such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (B) an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing.

When Company May Merge, Etc. The Company shall not consolidate with, or merge with or intointo (whether or not the Company is the surviving corporation), or sell, conveyassign, transfer, lease lease, convey or otherwise dispose of all or substantially all of its property and properties or assets (in one transaction or a series of more related transactions) to, transactions to any Person unless either unless: (x1) the Company shall be is the continuing Person surviving corporation or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or into which the Company is merged or to which properties and assets of the Company such sale, assignment, transfer, lease, conveyance or other disposition shall be sold, conveyed, transferred or leased shall be have been made is a corporation organized and validly existing under the laws of the United States States, any state thereof or the District of America Columbia; (2) the Person formed by or assuming any jurisdiction thereof and such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall expressly assume, have been made assumes by a supplemental indenture, executed and delivered to the Trustee, indenture all of the obligations of the Company on all of under the Securities and under this Indenture Indenture; and (3) immediately prior to and the Company in the case of clauses (x) and (y) shall have delivered to the Trustee (A) an Opinion of Counsel stating that such consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company and such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (B) an Officers’ Certificate to the effect that immediately after giving effect to such transaction, the transaction no Default or Event of Default shall have occurred and be continuing. The Company shall deliver to the Trustee on or prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture.

When Company May Merge, Etc. The Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (in one transaction or a series of related transactions) to, any Person unless either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which properties and assets of the Company shall be sold, conveyed, transferred or leased shall be a corporation Person organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Securities and under this Indenture and the Company in the case of clauses (x) and (y) shall have delivered to the Trustee (A) an Opinion of Counsel stating that such consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company and such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (B) an Officers’ Officer’s Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing.

When Company May Merge, Etc. The Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any Person (other than a consolidation with or merger with or into a Subsidiary or a sale, conveyance, transfer, lease or other disposition to a Subsidiary) or permit any Person to merge with or into the Company unless either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which properties and assets of the Company shall be sold, conveyed, transferred or leased shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Securities and under this Indenture and the Company in the case of clauses (x) and (y) shall have delivered to the Trustee (A) an Opinion of Counsel stating that such consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company and or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (B) an Officers’ ' Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing.

When Company May Merge, Etc. The Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (in one transaction or a series of related transactions) to, any Person unless either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which properties and assets of the Company shall be sold, conveyed, transferred transferred, leased or leased conveyed shall be a corporation an entity organized and validly existing under the laws of the United States of America America, any state thereof or the District of Columbia or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Securities and under this Indenture and the performance of every other covenant of this Indenture on the part of the Company and the Company in the case of clauses (x) and (y) shall have delivered to the Trustee (A) an Opinion of Counsel stating that such consolidation, merger or sale, conveyance, transfer transfer, lease or lease other disposition and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company and such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (B) an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default 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, with or merge with or into, or sell, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its property and assets (in one transaction or a series of related transactions) to, any Person unless person unless: (a) either (x) the Company shall be the continuing Person resulting or (y) the Person (if other than the Company) formed by surviving entity or such consolidation or into which the Company person is merged or to which properties and assets of the Company shall be sold, conveyed, transferred or leased shall be a corporation organized and validly existing under the laws of the United States States, a State thereof or the District of America or any jurisdiction thereof Columbia, and shall such person expressly assume, assumes by a supplemental indenture, indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company on all of under the Securities and under this Indenture and (in which case all such obligations of the Company in shall terminate); and (b) immediately before and immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the case Company as a result of clauses (x) and (y) such transaction as having been incurred by the Company at the time of such transaction, no default or Event of Default shall have delivered occurred and be continuing. The Company shall deliver to the Trustee (A) prior to the proposed transaction an Officers' Certificate and an Opinion of Counsel stating Counsel, each of which shall comply with Section 12.4 and shall state that such consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) complies comply with this provision Article 7 and that all conditions precedent herein provided for herein relating to such transaction have been complied with and with; provided, however, that such supplemental indenture (if any) constitutes the legalOpinion of Counsel shall not address Events of Default, valid and binding obligation except where such counsel has actual knowledge of the Company and any such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (B) an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuingEvent of Default.

When Company May Merge, Etc. The Company shall will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person unless either or permit any Person to merge with or into the Company unless: (xi) the Company shall be the continuing Person Person, or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which properties that acquired or leased such property and assets of the Company shall be sold, conveyed, transferred or leased shall be a corporation organized and validly existing under the laws of Mexico (including, without limitation, a sociedad responsabilidad limitada), the United States of America or any jurisdiction thereof of either such country and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Securities Notes and under this Indenture Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (iii) the Company in the case of clauses (x) and (y) shall have delivered delivers to the Trustee (A) an Officers’ Certificate and an Opinion of Counsel Counsel, in each case stating that such consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and with; provided, however, that any such supplemental indenture (if any) constitutes transaction shall not have as one of its purposes the legal, valid and binding obligation evasion of the Company and such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (B) an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuingforegoing limitations.”

When Company May Merge, Etc. (i) The Company shall will not consolidate with, merge with or into, or sell, convey, or transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, to any Person unless or permit any Person to merge with or into the Company, unless: (A) either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which properties that acquired such property and assets of the Company shall be sold, conveyed, transferred or leased shall be a corporation an entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indentureamendments to this Note, executed and delivered to the TrusteeHolder, all of the obligations of the Company Company, on all this Note; (B) immediately after giving effect, on a pro forma basis, to such transaction, no Default or Event of the Securities Default shall have occurred and under this Indenture and be continuing; and (C) the Company in the case of clauses (x) and (y) shall will have delivered to the Trustee (A) Holders of a majority in principal amount of the Notes an Opinion Officers' Certificate and an opinion of Counsel counsel, in each case stating that such consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with. (ii) Upon any consolidation or merger or any transfer of all or substantially all of the assets of the Company, in accordance with Section 5(p)(i), the successor Person formed by such consolidation or into which the Company is merged or to which such transfer is made, shall succeed to, be substituted for, and that such supplemental indenture (if any) constitutes the legal, valid may exercise every right and binding obligation power of the Company and under this Note with the same effect as if such successor enforceable against such entity in accordance with its terms, subject to customary exceptions Person had been named therein as the Company and (B) an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default Company shall have occurred and be continuingreleased from the obligations under this Note.

When Company May Merge, Etc. The Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any Person unless (other than a consolidation with or merger with or into a Subsidiary or a transfer to a Subsidiary) or permit any Person to merge with or into the Company unless: (i) either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which properties and assets of the Company shall be sold, conveyed, Issuer are transferred or leased shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Securities and under this Indenture and the Company in the case of clauses (x) and (y) shall have delivered to the Trustee (A) an Opinion of Counsel stating that such consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company and or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (B) an Officers’ ' Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing.

When Company May Merge, Etc. The Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (in one transaction or a series of related transactions) to, any Person unless either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which properties and assets of the Company shall be sold, conveyed, transferred or leased shall be a corporation an entity organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Securities and under this Indenture and the Company in the case of clauses (x) and (y) shall have delivered to the Trustee (A) an Opinion of Counsel stating that such consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company and such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (B) an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing.

When Company May Merge, Etc. The Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (in one transaction or a series of related transactions) to, any Person unless either unless: (xa) (i) the Company shall be the continuing Person or (yii) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which properties and assets of the Company shall be sold, conveyed, transferred or leased shall be a corporation Person organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Securities and under this Indenture and the Company; (b) immediately after giving effect to the transaction, no Default shall have occurred and be continuing; and (c) the Company in the case of clauses (x) and (y) shall have delivered to the Trustee (Ai) an Opinion of Counsel stating that such consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company and any such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (Bii) an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing.

When Company May Merge, Etc. The Company shall not consolidate with, or merge or convert with or into, any other Person or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (in one transaction or a series of related transactions) to, any Person unless either (x) transfer the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which properties and consolidated assets of the Company shall be soldand its Subsidiaries substantially as an entirety to another Person, conveyedunless: (1) the resulting, transferred surviving or leased shall be transferee Person (if not the Company) (the “Successor Company”) is a corporation organized and validly existing under the laws of the United States of America America, any state thereof or any jurisdiction thereof and shall the District of Columbia (except as otherwise provided in the definition of “Corporation” contained in Section 1.01 of the Base Indenture); (ii) the Successor Company expressly assumeassumes, by a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the Company’s obligations of the Company on all of under the Securities and under this Indenture and the Company in the case of clauses Indenture; (xiii) and (y) shall have delivered to the Trustee (A) an Opinion of Counsel stating that such consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company and such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (B) an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (iv) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger, sale, lease or transfer and such supplemental indenture (if any) comply with the Indenture; provided, that if the Successor Company is not incorporated as a business corporation, a Subsidiary incorporated under the laws of the United States of America, any State thereof or the District of Columbia as a business corporation may, in the discretion of the Company, become a co-issuer of the Securities.

When Company May Merge, Etc. The Company shall will not consolidate with, merge with or into, or sell, lease, convey, or transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, to any Person unless or permit any Person to merge with or into the Company, unless: (a) either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which properties that acquired such property and assets of the Company shall be sold, conveyed, transferred or leased shall be a corporation an entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company Company, on all of the Securities and under this Indenture Indenture; (b) immediately after giving effect, on a pro forma basis, to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company in the case of clauses (x) and (y) shall will have delivered to the Trustee (A) an Officers' Certificate and an Opinion of Counsel Counsel, in each case stating that such consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company and such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (B) an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuingwith.

When Company May Merge, Etc. The Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (in one transaction or a series of related transactions) to, any Person unless either unless: (xa) (i) the Company shall be the continuing Person or (yii) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which properties and assets of the Company shall be sold, conveyed, transferred or leased shall be a corporation Person organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Securities Securities, and under this Indenture and the Company; (b) immediately after giving effect to the transaction, no Default shall have occurred and be continuing; and (c) the Company in the case of clauses (x) and (y) shall have delivered to the Trustee (Ai) an Opinion of Counsel stating that such consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company and any such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (Bii) an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing.

When Company May Merge, Etc. The Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any Person (other than a consolidation with or merger with or into a Subsidiary or a sale, conveyance, transfer, lease or other disposition to a Subsidiary) or permit any Person to merge with or into the Company unless either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which properties and assets of the Company shall be sold, conveyed, transferred or leased shall be a solvent corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Securities and under this Indenture and the Company in the case of clauses (x) and (y) shall have delivered to the Trustee (A) an Opinion of Counsel stating that such consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company and or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (B) an Officers’ ' Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing.

When Company May Merge, Etc. The Notwithstanding anything contained herein to the contrary, the Company shall not may consolidate with, merge with or intomerge with, or sell, conveyassign, transfer, lease lease, convey or otherwise dispose of all or substantially all of its property and assets to (in one transaction or each a series of related transactions) to"transaction"), any Person unless either another Person; provided (xi)(a) the Company shall be is the continuing Person surviving entity, or (yb) the successor Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which properties and such assets of the Company shall be are sold, conveyedassigned, transferred transferred, leased, conveyed or leased shall be otherwise disposed is a corporation organized and validly existing under the laws of the United States or a state thereof or the District of America or any jurisdiction thereof Columbia and shall such corporation expressly assume, assumes by a supplemental indenture, executed and delivered to the Trustee, indenture all of the obligations of the Company on all of under the Securities and under this Indenture the Indenture; (ii) at the time of and the Company in the case of clauses (x) and (y) shall have delivered to the Trustee (A) an Opinion of Counsel stating that such consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company and such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (B) an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default shall have or Event of Default has occurred and is continuing; (iii) the Company or the surviving Person (if other than the Company) (A) will have Consolidated Net Worth (immediately after the transaction but prior to any purchase according to adjustments resulting from the transaction) greater than or equal to the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be continuingpermitted to incur at least $1.00 of additional Indebtedness pursuant to Section 6.12 and (iv) the Company has delivered to the Trustee an Officers' Certificate and Opinion of Counsel that all conditions precedent herein relating to such transaction have been complied with, and thereafter all obligations of the Company (if the Company is not the resulting, surviving or transferee Person) shall terminate.

When Company May Merge, Etc. (a) The Company shall not consolidate with, merge with or into, merge into any other corporation or sell, convey, transfer, lease or otherwise dispose of transfer all or substantially all of its property properties and assets as an entirety or substantially as an entirety to any Person, unless: (in one transaction or a series of related transactionsi) to, any Person unless either (x) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged, or the Person to which the properties and assets of the Company as an entirety or substantially as an entirety are transferred, shall be a Person organized and existing under the laws of the United States of America, 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 reasonably satisfactory to the Trustee and in compliance with Article Eleven, all the obligations of the Company under the Securities and this Indenture; (yii) 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 the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company as an entirety or substantially as an entirety are transferred shall be sold, conveyed, transferred or leased shall be have a corporation organized and validly existing under positive Consolidated Net Worth equal to not less than the laws Consolidated Net Worth of the United States of America or any jurisdiction thereof and Company immediately preceding such transaction. (b) The Company shall expressly assume, by a supplemental indenture, executed and delivered deliver to the Trustee, all of the obligations of the Company on all of the Securities and under this Indenture and the Company Trustee shall be fully protected in the case of clauses (x) relying upon, an Officer's Certificate and (y) shall have delivered to the Trustee (A) an Opinion of Counsel stating Counsel, each to the effect that such consolidation, merger or sale, conveyance, transfer or lease and the entering into any such supplemental indenture (if any) complies comply with this provision Indenture and that all conditions precedent herein provided for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company and such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (B) an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuingwith.

When Company May Merge, Etc. The Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any Person unless or permit any Person to merge with or into the Company unless: (i) either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which properties that acquired or leased such property and assets of the Company shall be solda corporation, conveyed, transferred partnership or leased shall be a corporation limited liability company organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Securities and under this Indenture and the Company in the case of clauses (x) and (y) shall have delivered to the Trustee (A) an Opinion of Counsel stating that such consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company and or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and exceptions; and (Bii) an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing.

When Company May Merge, Etc. The Company shall will not consolidate with, merge with or into, or sell, convey, or transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, to any Person unless or permit any Person to merge with or into the Company, unless: (a) either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which properties that acquired such property and assets of the Company shall be sold, conveyed, transferred or leased shall be a corporation an entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company Company, on all of the Securities and under this Indenture Indenture; (b) immediately after giving effect, on a pro forma basis, to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company in the case of clauses (x) and (y) shall will have delivered to the Trustee (A) an Officers' Certificate and an Opinion of Counsel Counsel, in each case stating that such consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company and such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (B) an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuingwith.

When Company May Merge, Etc. The Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (in one transaction or a series of related transactions) to, any Person unless either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which properties and assets of the Company shall be sold, conveyed, transferred transferred, leased or leased conveyed shall be a corporation an entity organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Securities and under this Indenture and the Company in the case of clauses (x) and (y) shall have delivered to the Trustee (A) an Opinion of Counsel stating that such consolidation, merger or sale, conveyance, transfer transfer, lease or lease other disposition and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company and such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (B) an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default default shall have occurred and be continuing.

When Company May Merge, Etc. The Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (in one transaction or a series of related transactions) to, any Person unless either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which properties and assets of the Company shall be sold, conveyed, transferred or leased shall be a corporation an entity organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Securities and under this Indenture and the Company in the case of clauses (x) and (y) shall have delivered to the Trustee (A) an Opinion of Counsel and an Officers’ Certificate stating that such consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company and such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (B) an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing.

When Company May Merge, Etc. The Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any Person unless or permit any Person to merge with or into the Company unless: (a) either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which properties that acquired or leased such property and assets of the Company shall be sold, conveyed, transferred or leased shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Securities and under this Indenture and the Company in the case of clauses (x) and (y) shall have delivered to the Trustee (A) an Opinion of Counsel stating that such consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company and or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and exceptions; and (Bb) the Company shall have delivered to the Trustee an Officers’ ' Certificate to the effect that at the time and immediately after giving effect to such transaction, no Default shall have occurred and be continuingcontinuing and an Opinion of Counsel as to the matters set forth in Section 5.01(a).

When Company May Merge, Etc. The Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any Person unless or permit any Person to merge with or into the Company unless: (a) either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which properties that acquired or leased such property and assets of the Company shall be sold, conveyed, transferred or leased shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly 33 38 assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Securities and under this Indenture and the Company in the case of clauses (x) and (y) shall have delivered to the Trustee (A) an Opinion of Counsel stating that such consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company and or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and exceptions; and (Bb) the Company shall have delivered to the Trustee an Officers’ ' Certificate to the effect that at the time and immediately after giving effect to such transaction, no Default shall have occurred and be continuingcontinuing and an Opinion of Counsel as to the matters set forth in Section 5.01(a).

When Company May Merge, Etc. The Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Company unless either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which properties and assets of the Company shall be sold, conveyed, are transferred or leased shall be a solvent corporation organized and validly existing under the laws of the United States of America or any jurisdiction state thereof or the District of Columbia and shall expressly assume, by a supplemental indentureindenture and any other agreement reasonably satisfactory to the Trustee, executed and delivered to the Trustee, all of the obligations Obligations of the Company on all of under the Securities and under Notes, this Indenture and the Second Priority Collateral Documents and the Company in the case of clauses (x) and (y) shall have delivered to the Trustee (Aa) an Opinion of Counsel stating that such consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) and/or other agreement complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that each of such supplemental indenture (if any) and/or other agreement constitutes the legal, valid and binding obligation of the Company and or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (Bb) an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Event of Default or Default shall have occurred and be continuing.