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

When Company May Merge, Etc. In addition to provisions applicable to a particular series of Securities, the Company shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving Person) or (ii) sell, assign, transfer, lease, convey, or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries in one or more related transactions to any Person unless: (1) either (x) the Company is the surviving Person; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance, or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state thereof, or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance, or other disposition shall have been made assumes (by supplemental indenture reasonably satisfactory to the Trustee) all the obligations of the Company under the Securities and this Indenture; and (3) immediately after the transaction no Default or Event of Default exists. 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. In addition to provisions applicable to a particular series of Securities, the Company shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving Person) or (ii) sell, assign, transfer, lease, convey, or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries in one or more related transactions to any Person unless: (1) either (x) the Company is the surviving Person; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance, or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state thereof, thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance, or other disposition shall have been made assumes (by supplemental indenture reasonably satisfactory to the Trustee) all the obligations of the Company under the Securities and this Indenture; and (3) immediately after the transaction no Default or Event of Default exists. 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. In addition to provisions applicable to a particular series of Securities, the The Company shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving Person) or (ii) sell, assign, transfer, lease, conveyinto, or otherwise dispose of transfer all or substantially all of the properties or its assets of the Company and its Subsidiaries in one or more related transactions to to, any other Person unless: unless (1) either (xi) the Company is the resulting, surviving Person; or (y) the transferee Person formed by or surviving any such consolidation or merger (if other than not the Company) or to which such sale, assignment, transfer, lease, conveyance, or other disposition shall have been made is a Person corporation organized or existing under the laws of the United States, any state States or a State thereof, or the District of Columbia; (2ii) the such Person formed by or surviving any such consolidation or merger (if other than not the Company) or the Person to which such sale, assignment, transfer, lease, conveyance, or other disposition shall have been made expressly assumes (by supplemental indenture reasonably indenture, in form satisfactory to the Trustee) , all the obligations of the Company under the Securities and this Indenture; and , (3iii) such Person (if not the Company) has a Consolidated Net Worth immediately after such transaction at least equal to the Consolidated Net Worth of the Company immediately prior to such transaction, (iv) such Person would be able, immediately after such transaction to incur $1.00 of additional Indebtedness pursuant to Section 4.05(a), and (v) immediately after the transaction such transaction, no Default or Event exists; provided, however, that notwithstanding the foregoing, any Wholly-Owned Subsidiary may be merged into the Company (with the Company as the surviving entity). Thereafter all such obligations of Default existsthe predecessor Person shall terminate. The Company shall deliver to the Trustee on or prior to the consummation of the any such proposed transaction an Officers’ Officer's Certificate to the foregoing effect and an Opinion of Counsel stating that the such proposed transaction and such supplemental indenture comply complies with the provisions of this Indenture.Section. ARTICLE SIX

When Company May Merge, Etc. In addition to provisions applicable to a particular series of Securities, the Company shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving Person) ), or (ii) sell, assign, transfer, lease, convey, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries in one or more related transactions to any Person unless: (1) either (x) the Company is the surviving Person; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state thereof, thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made assumes (by supplemental indenture reasonably satisfactory to the Trustee) all the obligations of the Company under the Securities and this Indenture; and (3) immediately after the transaction no Default or Event of Default exists. 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. In addition to provisions applicable to a particular series of Securities, the The Company shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether into, or not the Company is the surviving Person) or (ii) sell, assign, transfer, lease, convey, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries in one or more related transactions to to, any Person person unless: (1) either (x) the Company is the surviving Person; or (y) the Person person formed by or surviving any such consolidation or merger (if other than the Company) ), or to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, is a Person corporation organized or and existing under the laws of the United States, any state thereof, thereof or the District of Columbia; (2) the Person corporation formed by or surviving any such consolidation or merger (if other than the Company) ), or the Person to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, assumes (by supplemental indenture in a form reasonably satisfactory to the Trustee) Trustee all the obligations of the Company under the Securities and this Indenture; and (3) immediately after the transaction no Default or Event of Default exists. 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. In addition to provisions applicable to a particular series of Securities, the The Company shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether into, or not the Company is the surviving Person) or (ii) sell, assign, transfer, lease, convey, convey or otherwise dispose of all or substantially all of the properties or its assets (it being understood that a sale of less than 90% of the Company and its Subsidiaries Company’s total assets shall not be deemed a sale, lease, conveyance or disposition of substantially all of the Company’s assets), in one transaction or more a series of related transactions transactions, to any Person unless: (1) either (x) the Company is the surviving Person; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, is a Person organized or and existing under the laws of the United States, any state thereof, thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or the Person to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, assumes (by supplemental indenture reasonably in a form satisfactory to the Trustee) Trustee all the obligations of the Company under the Securities and this Indenture; and; (3) immediately before and immediately after the such transaction no Default or Event of Default exists; and (4) the Company (if the surviving entity) or any Person formed by or surviving any such consolidation or merger, or to which such sale, lease, conveyance or other disposition shall have been made, shall immediately thereafter have a Consolidated Net Worth (after purchase accounting adjustments) at least equal to the Consolidated Net Worth of the Company immediately preceding such transaction. 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 indenture, if any, comply with this Indenture.

When Company May Merge, Etc. In addition to provisions applicable to a particular series of Securities, the The Company shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether into, or not the Company is the surviving Person) or (ii) sell, assign, transfer, lease, convey, convey or otherwise dispose of all or substantially all of the properties or its assets (it being understood that a sale of less than 90% of the Company and its Subsidiaries Company’s total assets shall not be deemed a sale, lease, conveyance or disposition of substantially all of the Company’s assets), in one transaction or more a series of related transactions to transactions, to, any Person unless: (1) either (x) the Company is the surviving Person; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, is a Person corporation organized or and existing under the laws of the United States, any state thereof, thereof or the District of Columbia; (2) the Person corporation formed by or surviving any such consolidation or merger (if other than the Company) ), or the Person to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, assumes (by supplemental indenture reasonably in a form satisfactory to the Trustee) Trustee all the obligations of the Company under the Securities and this Indenture; and; (3) immediately before and immediately after the such transaction no Default or Event of Default exists; and (4) the Company or any corporation formed by or surviving any such consolidation or merger, or to which such sale, lease, conveyance or other disposition shall have been made, shall immediately thereafter have a Consolidated Net Worth (after purchase accounting adjustments) at least equal to the Consolidated Net Worth of the Company immediately preceding such transaction. 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. In addition to provisions applicable to a particular series of Securities, the The Company shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether into, or not the Company is the surviving Person) or (ii) sell, assign, transfer, lease, convey, convey or otherwise dispose of all or substantially all of the properties or its assets of the Company and its Subsidiaries in one or more related transactions to to, any Person unless: (1) either (x) the Company is the surviving Person; or (yi) the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, is a Person corporation organized or and existing under the laws of the United StatesStates of America, any state thereof, thereof or the District of Columbia;— (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or the Person to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, expressly assumes (by one or more supplemental indenture reasonably indentures satisfactory in form to the Trustee) Trustee all of the obligations of the Company under the Securities and this Indenture; and; (3iii) immediately after the transaction such transaction, and giving effect thereto, no Default or Event of Default exists. The shall have occurred and be continuing; and (iv) the Company shall deliver has delivered 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 Counsel, each stating that the proposed transaction consolidation, merger, conveyance, transfer or lease and such the supplemental indenture (or supplemental indentures together) comply with this IndentureArticle V and that all conditions precedent herein provided relating to the transaction have been complied with. 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. In addition to provisions applicable to a particular series of Securities, the The Company shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving Person) corporation), or (ii) sell, assign, transfer, lease, convey, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries in one or more related transactions to any Person unless: (1) either (x) the Company is the surviving Person; corporation or (y) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made is a Person corporation organized or and existing under the laws of the United States, any state thereof, thereof or the District of Columbia; (2) the entity or Person formed by or surviving assuming any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made assumes (by supplemental indenture reasonably satisfactory to the Trustee) all the obligations of the Company under the Securities and this Indenture; and (3) immediately prior to and after the transaction no Default or Event of Default exists. 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. In addition to provisions applicable to a particular series of Securities, the The Company shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether into, or not the Company is the surviving Person) or (ii) sell, assign, transfer, lease, convey, convey or otherwise dispose of all or substantially all of the properties or its assets (it being understood that a sale of less than 90% of the Company and its Subsidiaries Company's total assets shall not be deemed a sale, lease, conveyance or disposition of substantially all of the Company's assets), in one transaction or more a series of related transactions transactions, to any Person unless: (1) either (x) the Company is the surviving Person; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, is a Person organized or and existing under the laws of the United States, any state thereof, thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or the Person to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, assumes (by supplemental indenture reasonably in a form satisfactory to the Trustee) Trustee all the obligations of the Company under the Securities and this Indenture; and; (3) immediately before and immediately after the such transaction no Default or Event of Default exists; and (4) the Company (if the surviving entity) or any Person formed by or surviving any such consolidation or merger, or to which such sale, lease, conveyance or other disposition shall have been made, shall immediately thereafter have a Consolidated Net Worth (after purchase accounting adjustments) at least equal to the Consolidated Net Worth of the Company immediately preceding such transaction. 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 indenture, if any, comply with this Indenture.

When Company May Merge, Etc. In addition to provisions applicable to a particular series of Securities, the The Company shall not directly or indirectly: (i) consolidate or with, merge with or into another Person (whether into, or not the Company is the surviving Person) or (ii) sell, assignconvey, transfer, lease, convey, lease or otherwise dispose of all or substantially all of the properties its property and assets (as an entirety or assets 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 and its Subsidiaries in one or more related transactions to any Person unless: (1i) either (x) the Company is shall be the surviving Person; continuing Person or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance, or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state thereof, or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than into which the Company) Company is merged or that acquired or leased such property and assets of the Person to which such saleCompany shall expressly assume, assignmentby a supplemental indenture, transfer, lease, conveyance, or other disposition shall have been made assumes (by supplemental indenture reasonably satisfactory executed and delivered to the Trustee) , all of the obligations of the Company under on all of the Securities and under this Indenture; and (3) immediately after Indenture and the transaction no Default or Event of Default exists. The Company shall deliver have delivered 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 such consolidation, merger or transfer and such supplemental indenture comply complies with this Indentureprovision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of the Company or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; and (ii) the Company shall have delivered to the Trustee an Officers' Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing and an Opinion of Counsel as to the matters set forth in Section 5.01(i)(y).

When Company May Merge, Etc. In addition to provisions applicable to a particular series of Securities, the The Company shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether into, or not the Company is the surviving Person) or (ii) sell, assign, transfer, lease, convey, convey or otherwise dispose of all or substantially all of the properties or its assets of the Company and its Subsidiaries in one or more related transactions to to, any Person unless: (1) either (x) the Company is the surviving Person; or (yi) the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, is a Person corporation organized or and existing under the laws of the United StatesStates of America, any state thereof, thereof or the District of Columbia; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or the Person to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, expressly assumes (by one or more supplemental indenture reasonably indentures satisfactory in form to the Trustee) Trustee all of the obligations of the Company under the Securities and this Indenture; and; (3iii) immediately after the transaction such transaction, and giving effect thereto, no Default or Event of Default exists. The shall have occurred and be continuing; and (iv) the Company shall deliver has delivered 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 Counsel, each stating that the proposed transaction consolidation, merger, conveyance, transfer or lease and such the supplemental indenture (or supplemental indentures together) comply with this IndentureArticle V and that all conditions precedent herein provided relating to the transaction have been complied with. 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. In addition to provisions applicable to a particular series of Securities, the Company shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving Person) ); or (ii) sell, assign, transfer, lease, convey, or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries in one or more related transactions to any Person unless: (1) either either: (x) the Company is the surviving Person; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance, or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state thereof, or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance, or other disposition shall have been made assumes (by supplemental indenture reasonably satisfactory to the Trustee) all the obligations of the Company under the Securities and this Indenture; and (3) immediately after the transaction no Default or Event of Default exists. 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. In addition to provisions applicable to a particular series of Securities, the The Company shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether into, or not the Company is the surviving Person) or (ii) sell, assign, transfer, lease, convey, convey or otherwise dispose of all or substantially all of the properties or its assets (it being understood that a sale of less than 90% of the Company and its Subsidiaries Company's total assets shall not be deemed a sale of substantially all of the Company's assets), in one transaction or more a series of related transactions transactions, to any Person unless: (1) either (x) the Company is the surviving Person; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, is a Person corporation organized or and existing under the laws of the United States, any state thereof, thereof or the District of Columbia; (2) the Person corporation formed by or surviving any such consolidation or merger (if other than the Company) ), or the Person to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, assumes (by supplemental indenture reasonably in a form satisfactory to the Trustee) Trustee all the obligations of the Company under the Securities and this Indenture; and; (3) immediately before and immediately after the such transaction no Default or Event of Default exists; and (4) the Company or any corporation formed by or surviving any such consolidation or merger, or to which such sale, lease, conveyance or other disposition shall have been made, shall immediately thereafter have a Consolidated Net Worth (after purchase accounting adjustments) at least equal to the Consolidated Net Worth of the Company immediately preceding such transaction. 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. In addition to provisions applicable to a particular series of Securities, the The Company shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether into, or not the Company is the surviving Person) or (ii) sell, assign, transfer, lease, convey, convey or otherwise dispose of all or substantially all of the properties or its assets of the Company and its Subsidiaries in one or more related transactions to to, any Person person unless: (1) either (xa) the Company is the surviving Person; person or (y) the Person person formed by or surviving any such consolidation or merger (if other than the Company) ), or to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, is a Person corporation organized or and existing under the laws of the United States, any state thereof, thereof or the District of Columbia; (2b) the Person corporation formed by or surviving any such consolidation or merger (if other than the Company) ), or the Person to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, assumes (by supplemental indenture reasonably satisfactory to the Trustee) all the obligations of the Company under the Securities and this Indenture; and (3c) immediately after the transaction no Default or Event of Default exists. 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. In addition to provisions applicable to a particular series of Securities, the The Company shall not directly or indirectly: (i) consolidate or with, merge with or into another Person (whether into, or not the Company is the surviving Person) or (ii) sell, assignconvey, transfer, lease, convey, lease or otherwise dispose of all or substantially all of the properties its property and assets (as an entirety or assets 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 and its Subsidiaries in one or more related transactions to any Person unless: (1i) either (x) the Company is shall be the surviving Person; continuing Person or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or to into which the Company is merged or that acquired or leased such sale, assignment, transfer, lease, conveyance, or other disposition property and assets of the Company shall have been made is be a Person corporation organized or and validly existing under the laws of the United StatesStates of America or any jurisdiction thereof and shall expressly assume, any state thereofby a supplemental indenture, or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance, or other disposition shall have been made assumes (by supplemental indenture reasonably satisfactory executed and delivered to the Trustee) , all of the obligations of the Company under on all of the Securities and under this Indenture; and (3) immediately after Indenture and the transaction no Default or Event of Default exists. The Company shall deliver have delivered 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 such consolidation, merger or transfer and such supplemental indenture comply complies with this Indentureprovision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of the Company or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; and (ii) an Officers' Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing shall have been delivered to the Trustee.

When Company May Merge, Etc. In addition to provisions applicable to a particular series of Securities, the The Company shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether into, or not the Company is the surviving Person) or (ii) sell, assign, transfer, lease, convey, convey or otherwise dispose of all or substantially all of the properties or its assets of the Company and its Subsidiaries in one or more related transactions to to, any Person unless: (1) either (x) the Company is the surviving Person; or (ya) the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, is a Person corporation organized or and existing under the laws of the United StatesStates of America, any state thereof, thereof or the District of Columbia; (2b) the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or the Person to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, expressly assumes (by one or more supplemental indenture reasonably indentures satisfactory in form to the Trustee) Trustee all of the obligations of the Company under the Securities and this Indenture; and; (3c) immediately after the transaction such transaction, and giving effect thereto, no Default or Event of Default exists. The shall have occurred and be continuing; and (d) the Company shall deliver has delivered 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 Counsel, each stating that the proposed transaction consolidation, merger, conveyance, transfer or lease and such the supplemental indenture (or supplemental indentures together) comply with this IndentureArticle V and that all conditions precedent herein provided relating to the transaction have been complied with. 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. In addition to provisions applicable to The Company may not, in a particular single transaction or through a series of Securitiesrelated transactions, the Company shall not directly or indirectly: (i) consolidate with or merge with or into any other Person, or, directly or indirectly, sell, transfer or convey all or substantially all of its properties and assets to another Person or group of affiliated Persons, unless: (whether 1) the Company shall be the continuing Person, or not the Person (if other than the Company) formed by such consolidation or into which the Company is the surviving Person) merged or (ii) sell, assign, transfer, lease, convey, or otherwise dispose of to which all or substantially all of the properties or and assets of the Company and its Subsidiaries in one are sold, transferred or more related transactions to any Person unless: conveyed (1) either (x) the Company is or such other Person being hereinafter referred to as the surviving “Surviving Person; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale”), assignment, transfer, lease, conveyance, or other disposition shall have been made is a Person be organized or and validly existing under the laws of the United States, any state thereof, State thereof or the District of Columbia; (2) , and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such saleTrustee, assignment, transfer, lease, conveyance, or other disposition shall have been made assumes (by supplemental indenture reasonably in form satisfactory to the Trustee) , all the obligations of the Company under the Securities and this Indenture; (2) immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1), above, no Event of Default, Default or any event that is, or after notice or passage of time or both, would be, a Default or Event of Default shall have occurred and be continuing; and (3) immediately after the transaction no Default or Event of Default exists. The Company shall deliver has delivered 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 Counsel, each stating that the proposed transaction such consolidation, merger, sale, transfer or conveyance and such supplemental indenture (if any) comply with this IndentureArticle VIII and that all conditions precedent herein provided relating to such transaction have been satisfied.

When Company May Merge, Etc. In addition to provisions applicable to a particular series of Securities, the The Company shall not directly or indirectly: (i) consolidate or with, merge with or into another Person (whether into, or not the Company is the surviving Person) or (ii) sell, assignconvey, transfer, lease, convey, lease or otherwise dispose of all or substantially all of the properties its property and assets (as an entirety or assets 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 and its Subsidiaries in one or more related transactions to any Person unless: (1a) either (x) the Company is shall be the surviving Person; continuing Person or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance, or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state thereof, or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than into which the Company) Company is merged or that acquired or leased such property and assets of the Person to which such saleCompany shall expressly assume, assignmentby a supplemental indenture, transfer, lease, conveyance, or other disposition shall have been made assumes (by supplemental indenture reasonably satisfactory executed and delivered to the Trustee) , all of the obligations of the Company under on all of the Securities and under this Indenture; and (3) immediately after Indenture and the transaction no Default or Event of Default exists. The Company shall deliver have delivered 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 such consolidation, merger or transfer and such supplemental indenture comply complies with this Indentureprovision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of the Company or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; and (b) the Company shall have delivered to the Trustee an Officers' Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing and an Opinion of Counsel as to the matters set forth in Section 5.1(a)(y).

When Company May Merge, Etc. In addition to provisions applicable to a particular series of Securities, the Company shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving Person) ), or (ii) sell, assign, transfer, lease, convey, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries in one or more related transactions to any Person unless: (1) either (x) the Company is the surviving Person; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state thereof, thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made assumes (by supplemental indenture reasonably satisfactory to the Trustee) all the obligations of the Company under the Securities and this Indenture; and (3) immediately after the transaction no Default or Event of Default exists. 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. In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person.

When Company May Merge, Etc. In addition to provisions applicable to a particular series of Securities, the The Company shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether into, or not the Company is the surviving Person) or (ii) sell, assign, transfer, lease, convey, lease or otherwise dispose of of, directly or indirectly, all or substantially all of the properties or its assets of the Company and its Subsidiaries in one or more related transactions to to, any Person unless: (1) either (x) the Company is the surviving Person; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or to which such sale, assignment, transfer, lease, conveyance, transfer or lease or conveyance or other disposition shall have been made made, is a Person corporation organized or and existing under the laws of the United States, any state thereof, thereof or the District of Columbia; (2) the Person corporation formed by or surviving any such consolidation or merger (if other than the Company) ), or the Person to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, expressly assumes (by supplemental indenture reasonably satisfactory to the Trustee) due and punctual payment or performance of all the obligations Obligations of the Company under the Securities and this Indenture; and (3) immediately before and immediately after the transaction such transaction, and giving effect thereto, no Default or Event of Default existsshall have occurred and be continuing. The Company shall deliver to the Trustee on or prior to the consummation of the any proposed transaction an Officers’ Certificate to the foregoing effect and ' Certificate, an Opinion of Counsel and an Accountants' Certificate each stating that the proposed transaction and such supplemental indenture comply with this Indenture.

When Company May Merge, Etc. In addition to provisions applicable to a particular series of Securities, the The Company shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving Person) corporation), or (ii) sell, assign, transfer, lease, convey, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries in one or more related transactions to any Person unless: (1) either (x) the Company is the surviving Person; corporation or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made is a Person corporation organized or and existing under the laws of the United States, any state thereof, thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made assumes (by supplemental indenture reasonably satisfactory to the Trustee) all the obligations of the Company under the Securities and this Indenture; and (3) immediately prior to and after giving effect to the transaction no Default or Event of Default existsshall 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. In addition to provisions applicable to a particular series of Securities, the The Company shall not directly or indirectly: (i) consolidate with or merge with or into another Person (whether into, or not the Company is the surviving Person) or (ii) sell, assign, transfer, lease, convey, transfer or otherwise dispose of lease all or substantially all of the its properties or and assets of the Company and its Subsidiaries in one or more related transactions to any to, another Person (a “Successor Person”) unless: (1) either (xa) the Company is the resulting, surviving Person; or (y) the transferee Person formed by or surviving any such consolidation or merger (if other than not the Company) or to which such sale, assignment, transfer, lease, conveyance, or other disposition shall have been made is be a Person corporation organized or and existing under the laws of the United StatesStates of America, any state thereof, State thereof or the District of Columbia; (2) , and the Successor Person formed by or surviving any such consolidation or merger (if other than not the Company) or the Person to which such sale, assignment, transfer, lease, conveyance, or other disposition shall have been made assumes (expressly assume by supplemental indenture reasonably satisfactory to the Trustee) all of the obligations of the Company under the Securities Notes and this the Indenture; and; (3b) immediately after the transaction giving effect to such transaction, no Default or Event of Default exists. The shall have occurred and be continuing under the Indenture; and (c) the Company shall deliver have delivered 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 Counsel, each stating that the proposed transaction and such any related supplemental indenture comply with the Indenture. For purposes of this IndentureSection 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. In addition Notwithstanding anything contained herein to provisions applicable to a particular series of Securitiesthe contrary, the Company shall not directly or indirectly: (i) may consolidate with or merge with with, or into another Person (whether or not the Company is the surviving Person) or (ii) sell, assign, transfer, lease, convey, convey or otherwise dispose of all or substantially all of the properties or its assets of the Company and its Subsidiaries in one or more related transactions to any Person unless: (1) either each a "transaction"), another person; provided (xi)(a) the Company is the surviving Person; entity, or (yb) the Person formed by or surviving any such consolidation or merger successor person (if other than the Company) formed by such consolidation or into which the Company is merged or to which such saleassets are sold, assignmentassigned, transfertransferred, leaseleased, conveyance, conveyed or other disposition shall have been made otherwise disposed is a Person corporation organized or and existing under the laws of the United States, any States or a state thereof, thereof or the District of Columbia; (2) the Person formed by or surviving any Columbia 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 have been made corporation expressly assumes (by supplemental indenture reasonably satisfactory to the Trustee) all the obligations of the Company under the Securities and this the Indenture; and (3ii) at the time of and immediately after the transaction giving effect to such transaction, no Default or Event of Default exists. The has occurred and is continuing; (iii) the Company shall deliver or the surviving person (if other than the Company) 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 (iv) the Company has delivered 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 all conditions precedent herein relating to such transaction have been complied with, and thereafter all obligations of the proposed transaction and such supplemental indenture comply with this IndentureCompany (if the Company is not the resulting, surviving or transferee person) shall terminate.

When Company May Merge, Etc. In addition to provisions applicable to a particular series of Securities, the (a) The Company shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether into, or not the Company is the surviving Person) or (ii) sell, assign, transfer, lease, convey, convey or otherwise dispose of all or substantially all of the properties or its assets of the Company and its Subsidiaries in one or more related transactions to to, any Person unless: (1) either (x) the Company is the surviving Person; or (yb) the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, is a Person corporation organized or and existing under the laws of the United StatesStates of America, any state thereof, thereof or the District of Columbia; (2c) the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or the Person to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, expressly assumes (by one or more supplemental indenture reasonably indentures satisfactory in form to the Trustee) Trustee all of the obligations of the Company under the Securities and this Indenture; and; (3d) immediately after the transaction such transaction, and giving effect thereto, no Default or Event of Default exists. The shall have occurred and be continuing; and (e) the Company shall deliver has delivered 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 Counsel, each stating that the proposed transaction consolidation, merger, conveyance, transfer or lease and such the supplemental indenture (or supplemental indentures together) comply with this IndentureArticle V and that all conditions precedent herein provided relating to the transaction have been complied with. 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. In addition to provisions applicable to a particular series of Securities, the The Company shall not directly or indirectly: (i) consolidate or with, merge with or into another Person (whether into, or not the Company is the surviving Person) or (ii) sell, assignconvey, transfer, lease, convey, lease or otherwise dispose of all or substantially all of the properties its property and assets (as an entirety or assets substantially 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 permit any Person to merge with or into the Company and its Subsidiaries in one or more related transactions to any Person unless: (1i) either (x) the Company is shall be the surviving Person; continuing Person or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) formed by such consolidation or to into which the Company is merged or that acquired or leased such sale, assignment, transfer, lease, conveyance, or other disposition property and assets of the Company shall have been made is be a Person corporation organized or and validly existing under the laws of the United StatesStates of America or any jurisdiction thereof and shall expressly assume, any state thereofby a supplemental indenture, or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance, or other disposition shall have been made assumes (by supplemental indenture reasonably satisfactory executed and delivered to the Trustee) , all of the obligations of the Company under on all of the Securities and under this Indenture; and (3) immediately after Indenture and the transaction no Default or Event of Default exists. The Company shall deliver have delivered 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 such consolidation, merger or transfer and such supplemental indenture comply complies with this Indentureprovision and that all conditions precedent provided for herein relating to such transaction have been complied with; and (ii) immediately after giving effect to such transaction, no Default shall have occurred and be continuing.

When Company May Merge, Etc. In addition to provisions applicable to The Company, in a particular single transaction or through a series of Securitiesrelated transactions, the Company shall not directly or indirectly: (i) consolidate with or merge with or into another Person (whether into, or not the Company is the surviving Person) or (ii) sell, assign, transfer, lease, convey, convey or otherwise dispose of all or substantially all of the properties or its assets of the Company and its Subsidiaries in one or more related transactions to to, any Person unless: (1) either (x) the Company is the surviving Person; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, is a Person corporation organized or and existing under the laws of the United States, any state thereof, thereof or the District of Columbia; (2) the Person corporation formed by or surviving any such consolidation or merger (if other than the Company) ), or the Person to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, assumes (by supplemental indenture reasonably satisfactory to the Trustee) all the obligations of the Company under the Securities and this Indenture, except that it need not assume the obligations of the Company as to conversion of Securities if, pursuant to Section 10.9, the Company or another Person enters into a supplemental indenture obligating it to deliver the securities, cash or other assets deliverable upon conversion of Securities; and (3) immediately after the transaction no Default or Event of Default exists. 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. In addition to provisions applicable to a particular series of Securities, the Company shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving Person) ); or (ii) sell, assign, transfer, lease, convey, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries in one or more related transactions to any Person unless: (1) either either: (x) the Company is the surviving Person; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state thereof, of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made assumes (by supplemental indenture reasonably satisfactory to the Trustee) all the obligations of the Company under the Securities and this Indenture; and (3) immediately after the transaction no Default or Event of Default exists. 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. In addition to provisions applicable to a particular series of Securities, the The Company shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether into, or not the Company is the surviving Person) or (ii) sell, assign, transfer, lease, convey, convey or otherwise dispose of all or substantially all of the properties or its assets of the Company and its Subsidiaries in one or more related transactions to to, any Person unless: (1) either (x) the Company is the surviving Person; or (yi) the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, is a Person corporation organized or and existing under the laws of the United StatesStates of America, any state thereof, thereof or the District of Columbia;Columbia• (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or the Person to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, expressly assumes (by one or more supplemental indenture reasonably indentures satisfactory in form to the Trustee) Trustee all of the obligations of the Company under the Securities and this Indenture; and; (3iii) immediately after the transaction such transaction, and giving effect thereto, no Default or Event of Default exists. The shall have occurred and be continuing; and (iv) the Company shall deliver has delivered 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 Counsel, each stating that the proposed transaction consolidation, merger, conveyance, transfer or lease and such the supplemental indenture (or supplemental indentures together) comply with this IndentureArticle V and that all conditions precedent herein provided relating to the transaction have been complied with. 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. In addition to provisions applicable to a particular series of Securities, the The Company shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether into, or not the Company is the surviving Person) or (ii) sell, assign, transfer, lease, convey, convey or otherwise dispose of all or substantially all of the properties or its assets (it being understood that a sale of less than 90% of the Company and its Subsidiaries Company's total assets shall not be deemed a sale of substantially all of the Company's assets), in one transaction or more a series of related transactions to transactions, to, any Person unless: (1) either (x) the Company is the surviving Person; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, is a Person corporation organized or and existing under the laws of the United States, any state thereof, thereof or the District of Columbia; (2) the Person corporation formed by or surviving any such consolidation or merger (if other than the Company) ), or the Person to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, assumes (by supplemental indenture reasonably in a form satisfactory to the Trustee) Trustee all the obligations of the Company under the Securities and this Indenture; and; (3) immediately before and immediately after the such transaction no Default or Event of Default exists; and (4) the Company or any corporation formed by or surviving any such consolidation or merger, or to which such sale, lease, conveyance or other disposition shall have been made, shall immediately thereafter have a Consolidated Net Worth (after purchase accounting adjustments) at least equal to the Consolidated Net Worth of the Company immediately preceding such transaction. 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. In addition to provisions applicable to a particular series of Securities, the The Company shall not consolidate with or merge into, or directly or indirectly: (i) consolidate indirectly transfer or merge with or into another Person (whether or not the Company is the surviving Person) or (ii) sell, assign, transfer, lease, convey, or otherwise dispose of lease all or substantially all of the properties or its assets of to, any person and the Company shall not permit any person to consolidate with or merge into the Company or transfer all or substantially all of its properties and its Subsidiaries in one or more related transactions assets to any Person the Company unless: (1) either (x) the Company is the surviving Person; or (y) the Person person formed by or surviving any such consolidation or merger (if other than the Company) ), or to which such sale, assignment, transfer, lease, conveyance, sale or other disposition conveyance shall have been made made, is a Person person organized or and existing under the laws of the United States, any state thereof, State thereof or the District of Columbia; (2) the Person person formed by or surviving any such consolidation or merger (if other than the Company) ), or the Person to which such sale, assignment, transfer, lease, conveyance, sale or other disposition conveyance shall have been made made, assumes (by supplemental indenture reasonably satisfactory to the Trustee) all the obligations of the Company under the Securities and this Indenture; and, including, without limitation, the provision of conversion rights in accordance with Section 10.12; (3) immediately before and immediately after the giving effect to such transaction no Default or Event of Default existsshall have occurred and be continuing; and (4) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. 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. In addition to provisions applicable to a particular series of Securities, the The Company shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving Person) corporation), or (ii) sell, assign, transfer, lease, convey, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries in one or more related transactions to any Person unless: : (1) either (x) the Company is the surviving Person; corporation or (y) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made is a Person corporation organized or and existing under the laws of the United States, any state thereof, thereof or the District of Columbia; ; (2) the entity or Person formed by or surviving assuming any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made assumes (by supplemental indenture reasonably satisfactory to the Trustee) all the obligations of the Company under the Securities and this Indenture; and and (3) immediately prior to and after the transaction no Default or Event of Default exists. 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. In addition to provisions applicable to a particular series of Securities, the The Company shall not directly or indirectly: (i) consolidate with or merge with or into another Person any other corporation or transfer all or substantially all of its properties and assets as an entirety to any person, unless: (whether 1) either the Company shall be the continuing person, or not the person (if other than the Company) formed by such consolidation or into which the Company is the surviving Person) merged or (ii) sell, assign, transfer, lease, convey, or otherwise dispose of to which all or substantially all of the properties or and assets of the Company as an entirety are transferred shall be a corporation organized and its Subsidiaries in one or more related transactions to any Person unless: (1) either (x) the Company is the surviving Person; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance, or other disposition shall have been made is a Person organized or existing under the laws of the United States, States or any state thereof, State thereof or the District of Columbia; (2) Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such saleTrustee, assignment, transfer, lease, conveyance, or other disposition shall have been made assumes (by supplemental indenture reasonably in form satisfactory to the Trustee) , all the obligations of the Company under the Securities of each Series and this Indenture; (2) immediately before and immediately after giving effect to such transaction, no Event of Default and no Default shall have occurred and be continuing; and (3) immediately after the transaction no Default or Event of Default exists. The Company shall deliver has delivered 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 Counsel, each stating that the proposed transaction such consolidation, merger or transfer and such supplemental indenture comply with this IndentureArticle and that all conditions precedent herein provided for relating to such transactions have been complied with. Notwithstanding the foregoing, any Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any other Subsidiary or Subsidiaries.

When Company May Merge, Etc. In addition to provisions applicable to a particular series of Securities, the The Company shall not directly or indirectly: (i) consolidate with or merge with or into another Person any other corporation or transfer all or substantially all of its properties and assets as an entirety to any person, unless: (whether 1) either the Company shall be the continuing person, or not the person (if other than the Company) formed by such consolidation or into which the Company is the surviving Person) merged or (ii) sell, assign, transfer, lease, convey, or otherwise dispose of to which all or substantially all of the properties or and assets of the Company as an entirety are transferred shall be a corporation organized and its Subsidiaries in one or more related transactions to any Person unless: (1) either (x) the Company is the surviving Person; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance, or other disposition shall have been made is a Person organized or existing under the laws of the United States, States or any state thereof, State thereof or the District of Columbia; (2) Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such saleTrustee, assignment, transfer, lease, conveyance, or other disposition shall have been made assumes (by supplemental indenture reasonably in form satisfactory to the Trustee) , all the obligations of the Company under the Securities of each Series and this Indenture and shall expressly provide for the conversion rights, if any, in accordance with this Indenture; (2) immediately before and immediately after giving effect to such transaction, no Event of Default and no Default shall have occurred and be continuing; and (3) immediately after the transaction no Default or Event of Default exists. The Company shall deliver have delivered 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 Counsel, each stating that the proposed transaction such consolidation, merger or transfer and such supplemental indenture comply with this IndentureArticle and that all conditions precedent herein provided for relating to such transactions have been complied with. Notwithstanding the foregoing, any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or any other Subsidiary or Subsidiaries.

When Company May Merge, Etc. In addition to provisions applicable to a particular series of Securities, the Company shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving Person) ); or (ii) sell, assign, transfer, lease, convey, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries in one or more related transactions to any Person unless: (1a) either either: (x) the Company is the surviving Person; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state thereof, of the United States or the District of Columbia; (2b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made assumes (by supplemental indenture reasonably satisfactory to the Trustee) all the obligations of the Company under the Securities and this Indenture; and (3c) immediately after the transaction no Default or Event of Default exists. 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. In addition to provisions applicable to a particular series of Securities, the Company shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving Person) ), or (ii) sell, lease, assign, transfer, lease, convey, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries in one or more related transactions to any Person unless: (1) either (x) the Company is the surviving Person; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, lease, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state thereof, thereof or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, lease, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made assumes (by supplemental indenture reasonably satisfactory to the Trustee) all the obligations of the Company under the Securities and this Indenture; and (3) immediately after the transaction no Default or Event of Default exists. 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. In addition to provisions applicable to a particular series of Securities, the The Company shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether into, or not the Company is the surviving Person) or (ii) sell, assign, transfer, lease, convey, convey or otherwise dispose of all or substantially all of the properties or its assets of the Company and its Subsidiaries in one or more related transactions to to, any Person unlessunless : (1) either (x) the Company is the surviving Person; or (ya) the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, is a Person corporation organized or and existing under the laws of the United StatesStates of America, any state thereof, thereof or the District of Columbia; (2b) the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or the Person to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, expressly assumes (by one or more supplemental indenture reasonably indentures satisfactory in form to the Trustee) Trustee all of the obligations of the Company under the Securities and this Indenture; and; (3c) immediately after the transaction such transaction, and giving effect thereto, no Default or Event of Default exists. The shall have occurred and be continuing; and (d) the Company shall deliver has delivered 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 Counsel, each stating that the proposed transaction consolidation, merger, conveyance, transfer or lease and such the supplemental indenture (or supplemental indentures together) comply with this IndentureArticle V and that all conditions precedent herein provided relating to the transaction have been complied with 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. In addition to provisions applicable to a particular series of Securities, the The Company shall not directly or indirectly: (i) consolidate with ---------------------------- or merge with or into another any other corporation or other Person (whether or not the Company is the surviving Person) transfer or (ii) sell, assign, transfer, lease, convey, lease in a single transaction or otherwise dispose through a series of transactions all or substantially all of the its properties and assets as an entirety or assets of the Company and its Subsidiaries in one or more related transactions substantially as an entirety to any Person or group of affiliated Persons, unless: (1a) either (x) the Company is shall be the surviving continuing Person; , 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 such sale, assignment, transfer, lease, conveyance, or other disposition the properties and assets of the Company as an entirety are transferred shall have been made is be a Person corporation organized or and existing under the laws of the United States, States or any state thereof, State thereof or the District of Columbia; (2) Columbia and shall expressly assume, by an assumption instrument supplemental hereto, executed and delivered to the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such saleHolder, assignment, transfer, lease, conveyance, or other disposition shall have been made assumes (by supplemental indenture reasonably in form satisfactory to the Trustee) Holder, all the obligations of the Company under this Note; (b) the Securities Person formed by such consolidation or surviving such merger or to which the properties and this Indentureassets of the Company as an entirety or substantially as an entirety are transferred shall have Tangible Net Worth (immediately after giving effect to such transaction), equal to or greater than the lesser of (i) the Tangible Net Worth of the Company (immediately preceding such transaction) or (ii) Fifteen Million Dollars ($15,000,000). (c) immediately before and immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and (3d) immediately after the transaction no Default or Event of Default exists. The Company shall deliver have delivered to the Trustee on or prior to the consummation of the proposed transaction Holder an Officers’ ' Certificate to the foregoing effect and an Opinion of Counsel Counsel, each stating that the proposed transaction such consolidation, merger or transfer and such supplemental indenture assumption instrument comply with this IndentureSection 7.1 and that all conditions precedent herein provided relating to such transaction have been complied with.

When Company May Merge, Etc. In addition to provisions applicable to a particular series of Securities, the The Company shall not directly or indirectly: (i) consolidate or merge with or into another Person (whether into, or not the Company is the surviving Person) or (ii) sell, assign, transfer, lease, convey, convey or otherwise dispose of all or substantially all of the properties or its assets of the Company and its Subsidiaries in one or more related transactions to to, any Person unlessunless : (1) either (x) the Company is the surviving Person; or (y) a. the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, is a Person corporation organized or and existing under the laws of the United StatesStates of America, any state thereof, thereof or the District of Columbia; (2) b. the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or the Person to which such sale, assignment, transfer, lease, conveyance, conveyance or other disposition shall have been made made, expressly assumes (by one or more supplemental indenture reasonably indentures satisfactory in form to the Trustee) Trustee all of the obligations of the Company under the Securities and this Indenture; and; (3) c. immediately after the transaction such transaction, and giving effect thereto, no Default or Event of Default exists. The shall have occurred and be continuing; and d. the Company shall deliver has delivered 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 Counsel, each stating that the proposed transaction consolidation, merger, conveyance, transfer or lease and such the supplemental indenture (or supplemental indentures together) comply with this IndentureArticle V and that all conditions precedent herein provided relating to the transaction have been complied with.