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

When Company May Merge, Etc. The Company may not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other person, or, directly or indirectly, sell, lease, assign, transfer or convey its properties and assets as an entirety or substantially as an entirety (computed on a consolidated basis) to another person or group of affiliated persons, and another person or group of affiliated persons may not directly or indirectly sell, lease, assign, transfer or convey its properties and assets as an entity or substantially as an entity (computed on a consolidated basis) to the Company, unless: (1) 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 to which all or substantially all of the properties and assets of the Company are transferred as an entirety or substantially as an entirety (the Company or such other person being hereinafter referred to as the “Surviving Person”), and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and the Indenture, so supplemented, shall remain in full force and effect; (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 shall have occurred and be continuing; and (3) if a supplemental indenture is required in connection with such transaction, the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, assignment, or transfer and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided relating to such transaction have been satisfied.

When Company May Merge, Etc. The Company may not, in a single transaction or through a series of related transactions, shall not consolidate with or merge with or into any other personentity, or, directly or indirectly, sell, leasetransfer, assign, transfer lease or otherwise convey its properties and assets as an entirety or substantially as an entirety (computed on a consolidated basis) to another person or group of affiliated persons, and another person or group of affiliated persons may not directly or indirectly sell, lease, assign, transfer or convey its properties and assets as an entity or substantially as an entity (computed on a consolidated basis) to the Companyany entity, unless: (1) (i) the Company shall be is the continuing person, entity (in the case of a merger) or (ii) the person (if other than the Company) successor entity formed by such consolidation or into which the Company it is merged or to which all acquires by sale, transfer, lease or substantially all other conveyance of the its properties and assets of the Company are transferred assets, as an entirety or substantially as an entirety (the Company or any such other person entity being hereinafter referred to herein as the “Surviving Person”), is a corporation organized and shall existing under the laws of the United States of America or any State thereof or the District of Columbia, and expressly assumeassumes, by an indenture supplemental heretoindenture, executed the due and delivered to punctual payment of principal, premium and interest on the Trustee, in form Notes and substance satisfactory to the Trustee, performance of all the obligations of the Company covenants under the Securities and this Indenture and the Indenture, so supplemented, shall remain in full force and effect; (2) immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1), abovetransaction, no Event of Default, and no event which after notice or lapse of time or both would become an Event of Default shall under this Indenture, has or will have occurred and be continuing; and (3) if a supplemental indenture is required in connection with such transaction, the Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, assignment, or transfer and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided relating to such transaction have been satisfied.”

When Company May Merge, Etc. The Company may not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other person, or, directly or indirectly, sell, lease, assign, transfer or convey its properties and assets as an entirety or substantially as an entirety (computed on a consolidated basis) to another person or group of affiliated persons, and another person or group of affiliated persons may not directly or indirectly sell, lease, assign, transfer or convey its properties and assets as an entity or substantially as an entity (computed on a consolidated basis) to the Company, unless: (1) 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 to which all or substantially all of the properties and assets of the Company are transferred as an entirety or substantially as an entirety (the Company or such other person being hereinafter referred to as the “"Surviving Person”"), and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and the Indenture, so supplemented, shall remain in full force and effect; (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 shall have occurred and be continuing; and (3) if a supplemental indenture is required in connection with such transaction, the Company has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, assignment, or transfer and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided relating to such transaction have been satisfied.

When Company May Merge, Etc. The Company may not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other person, or, directly or indirectly, sell, lease, assign, transfer sell or convey substantially all of its properties and assets as an entirety or substantially as an entirety (computed on a consolidated basis) to another person or group of affiliated persons, and another person or group of affiliated persons may not directly or indirectly sell, lease, assign, transfer or convey its properties and assets as an entity or substantially as an entity (computed on a consolidated basis) to the Company, unless: (1) 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 to which all or substantially all of the properties and assets of the Company are transferred as an entirety or substantially as an entirety (the Company or such other person being hereinafter referred to as the “Surviving Person”), shall be organized and validly existing under the laws of the United States, 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 and substance satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and the Indenture, so supplemented, shall remain in full force and effect; (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 shall have occurred and be continuing; and (3) if a supplemental indenture is required in connection with such transaction, the Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, assignment, or transfer and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided relating to such transaction have been satisfied. For purposes of this Section 8.01, “substantially all of its assets” shall mean, at any date, a portion of the non-current assets reflected in the Company’s consolidated balance sheet as of the end of the most recent quarterly period that represents at least sixty-six and two-thirds percent (66-2/3%) of the total reported value of such assets.

When Company May Merge, Etc. The Company may not, in a single transaction or through a series of related transactions, consolidate with or merge or convert with or into any other personPerson, or, directly or indirectly, sell, lease, assign, transfer or convey its properties and assets as an entirety or substantially as an entirety (computed on a consolidated basis) to another person Person or group of affiliated personsPersons, and another person Person or group of affiliated persons Persons may not directly or indirectly sell, lease, assign, transfer or convey its properties and assets as an entity or substantially as an entity (computed on a consolidated basis) to the Company, unless: (1) the Company shall be the continuing personPerson, or the person Person (if other than the Company) formed by such consolidation or conversion or into which the Company is merged or to which all or substantially all of the properties and assets of the Company are transferred as an entirety or substantially as an entirety (the Company or such other person being hereinafter referred to as the “Surviving Person”), shall be a corporation organized and validly existing under the laws of the United States, any State thereof or the District of Columbia (except as otherwise provided in the definition of “Corporation” contained in Section 1.01), and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and the this Indenture, so supplemented, shall remain in full force and effect; provided, that if the Surviving Person 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; (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 shall have occurred and be continuing; and (3) if a supplemental indenture is required in connection with such transaction, the Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, assignment, or transfer and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided relating to such transaction have been satisfied.

When Company May Merge, Etc. The Company may not, in a single transaction or through a series of related transactions, consolidate with consolidate, amalgamate or merge with or into any other person, or, directly or indirectly, sell, lease, assign, transfer or convey its properties and assets as an entirety or substantially as an entirety (computed on a consolidated basis) to another person or group of affiliated persons, and another person or group of affiliated persons may not directly or indirectly sell, lease, assign, transfer or convey its properties and assets as an entity or substantially as an entity (computed on a consolidated basis) to the Company, unless: (1) the Company shall be the continuing person, or the person (if other than the Company) formed by such consolidation consolidation, amalgamation or into which the Company is merged or to which all or substantially all of the properties and assets of the Company are transferred as an entirety or substantially as an entirety (the Company or such other person being hereinafter referred to as the “Surviving Person”), and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and the Indenture, so supplemented, shall remain in full force and effect; (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 shall have occurred and be continuing; and (3) if a supplemental indenture is required in connection with such transaction, the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, assignment, or transfer and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided relating to such transaction have been satisfied.

When Company May Merge, Etc. (a) The Company may not, in a single transaction or through a series of related transactions, shall not consolidate with or merge with or into any other personentity, or, directly or indirectly, sell, leasetransfer, assign, transfer lease or otherwise convey its properties and assets as an entirety or substantially as an entirety (computed on a consolidated basis) to another person or group of affiliated persons, and another person or group of affiliated persons may not directly or indirectly sell, lease, assign, transfer or convey its properties and assets as an entity or substantially as an entity (computed on a consolidated basis) to the Companyany entity, unless: (1) (i) the Company shall be is the continuing person, entity (in the case of a merger) or (ii) the person (if other than the Company) successor entity formed by such consolidation or into which the Company it is merged or to which all acquires by sale, transfer, lease or substantially all other conveyance of the its properties and assets of the Company are transferred assets, as an entirety or substantially as an entirety (the Company or any such other person entity being hereinafter referred to herein as the “Surviving Person”), is a corporation organized and shall existing under the laws of the United States of America or any State thereof, the District of Columbia or any territory thereof, and expressly assumeassumes, by an indenture supplemental heretoindenture, executed the due and delivered to the Trustee, in form and substance satisfactory to the Trustee, all the obligations punctual payment of the Company under Installment Payments on the Securities and this Indenture Notes and the performance of all of the covenants under this Indenture, so supplemented, shall remain in full force and effect; (2) immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1), abovetransaction, no Event of Default, and no event which after notice or lapse of time or both would become an Event of Default shall under this Indenture, has or will have occurred and be continuing; and (3) if a supplemental indenture is required in connection with such transaction, the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, assignment, or transfer and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided relating to such transaction have been satisfied. (b) Notwithstanding the foregoing, in no event shall this Section 8.01 be construed to prohibit or otherwise restrict a Qualified McKesson Exit (as defined in the Purchase Contract Agreement) or any related transaction.

When Company May Merge, Etc. The Company may not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other personPerson, or, directly or indirectly, sell, lease, assign, transfer sell or convey substantially all of its properties and assets as an entirety or substantially as an entirety (computed on a consolidated basis) to another person Person or group of affiliated persons, and another person or group of affiliated persons may not directly or indirectly sell, lease, assign, transfer or convey its properties and assets as an entity or substantially as an entity (computed on a consolidated basis) to the CompanyPersons, unless: (1) the Company shall be the continuing personPerson, or the person Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which all or substantially all of the properties and assets of the Company are transferred as an entirety or substantially as an entirety (the Company or such other person Person being hereinafter referred to as the “Surviving Person”), shall be organized and validly existing under the laws of the United States, 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 and substance satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and the Indenture, so supplemented, shall remain in full force and effect; (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 shall have occurred and be continuing; and (3) if a supplemental indenture is required in connection with such transaction, the Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, assignment, or transfer and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided relating to such transaction have been satisfied. For purposes of this Section 8.01, “substantially all of its assets” shall mean, at any date, a portion of the non-current assets reflected in the Company’s consolidated balance sheet as of the end of the most recent quarterly period that represents at least sixty-six and two-thirds percent (66-2/3%) of the total reported value of such assets.

When Company May Merge, Etc. The Company may not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other person, or, directly or indirectly, sell, lease, assign, transfer or convey its properties and assets as an entirety or substantially as an entirety (computed on a consolidated basis) to another person or group of affiliated persons, and another person or group of affiliated persons may not directly or indirectly sell, lease, assign, transfer or convey its properties and assets as an entity or substantially as an entity (computed on a consolidated basis) to the Company, unless: (1) 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 to which all or substantially all of the properties and assets of the Company are transferred as an entirety or substantially as an entirety (the Company or such other person being hereinafter referred to as the “Surviving Person”), shall be a corporation organized and validly existing under the laws of the United States, 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 and substance satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and the Indenture, so supplemented, shall remain in full force and effect; (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 shall have occurred and be continuing; and (3) if a supplemental indenture is required in connection with such transaction, the Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, assignment, or transfer and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided relating to such transaction have been satisfied.

When Company May Merge, Etc. The Company may not, in a single transaction or through a series of related transactions, shall not consolidate with or merge with or into any other person, or, directly corpo- ration or indirectly, sell, lease, assign, transfer all or convey substantially all of its properties and assets as an entirety or substantially as an entirety (computed on a consolidated basis) to another person or group of affiliated persons, and another person or group of affiliated persons may not directly or indirectly sell, lease, assign, transfer or convey its properties and assets as an entity or substantially as an entity (computed on a consolidated basis) to the Companyany person, unless: : (1) either the Company shall be the continuing person, or the person (if other than the Company) formed by such consolidation or into which the Company Com- pany is merged or to which all or substantially all of the properties and assets of the Company are transferred as an entirety are transferred shall be a corporation organized and existing under the laws of the United States or substantially as an entirety (any State thereof or the Company or such other person being hereinafter referred to as the “Surviving Person”), District of Columbia and shall expressly assume, by an indenture inden- ture supplemental hereto, executed and delivered to the Trustee, in form and substance satisfactory to the Trustee, all the obligations of the Company under the Securities of each Series and this Indenture and the Indenture, so supplemented, shall remain in full force and effect; ; (2) immediately before and immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1), abovetransac- tion, no Event of Default and no Default shall have occurred and be continuingcontinu- ing; and and (3) if a supplemental indenture is required in connection with such transaction, the Company has shall have delivered to the Trustee an Officer’s Certificate Officers' Certifi- cate and an Opinion of Counsel, each stating that such consolidation, merger, assignment, merger or transfer and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction transac- tions have been satisfiedcomplied 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 Com- pany or any other Subsidiary or Subsidiaries.

When Company May Merge, Etc. The Company may not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other person, or, directly or indirectly, sell, lease, assign, transfer or convey its properties and assets as an entirety or substantially as an entirety (computed on a consolidated basis) to another person or group of affiliated persons, and another person or group of affiliated persons may not directly or indirectly sell, lease, assign, transfer or convey its properties and assets as an entity or substantially as an entity (computed on a consolidated basis) to the Company, unless: (1) 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 to which all or substantially all of the properties and assets of the Company are transferred as an entirety or substantially as an entirety (the Company or such other person being hereinafter referred to as the “"Surviving Person”"), shall be a corporation organized and validly existing under the laws of the United States, 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 and substance satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and the Indenture, so supplemented, shall remain in full force and effect; (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 shall have occurred and be continuing; and (3) if a supplemental indenture is required in connection with such transaction, the Company has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, assignment, or transfer and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided relating to such transaction have been satisfied.

When Company May Merge, Etc. The Company may not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other person, or, directly or indirectly, sell, lease, assign, transfer or convey its properties and assets as an entirety or substantially as an entirety (computed on a consolidated basis) to another person or group of affiliated persons, and another person or group of affiliated persons may not directly or indirectly sell, lease, assign, transfer or convey its properties and assets as an entity or substantially as an entity (computed on a consolidated basis) to the Company, unless: (1) 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 to which all or substantially all of the properties and assets of the Company are transferred as an entirety or substantially as an entirety (the Company or such other person being hereinafter referred to as the “"Surviving Person”"), shall be a corporation organized and validly existing under the laws of Bermuda, the United States, any State thereof or the District of Columbia, any member country of the European Union or any other country recognized by the United States and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and the Indenture, so supplemented, shall remain in full force and effect; (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 shall have occurred and be continuing; and (3) if a supplemental indenture is required in connection with such transaction, the Company has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, assignment, or transfer and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided relating to such transaction have been satisfied.

When Company May Merge, Etc. The Company may not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other person, or, directly or indirectly, sell, lease, assign, transfer sell or convey substantially all of its properties and assets as an entirety or substantially as an entirety (computed on a consolidated basis) to another person or group of affiliated persons, and another person or group of affiliated persons may not directly or indirectly sell, lease, assign, transfer or convey its properties and assets as an entity or substantially as an entity (computed on a consolidated basis) to the Company, unless: (1) 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 to which all or substantially all of the properties and assets of the Company are transferred as an entirety or substantially as an entirety (the Company or such other person being hereinafter referred to as the “Surviving Person”), shall be organized and validly existing under the laws of the United States, 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 and substance satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and the Indenture, so supplemented, shall remain in full force and effect; (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 shall have occurred and be continuing; and (3) if a supplemental indenture is required in connection with such transaction, the Company has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, assignment, or transfer and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided relating to such transaction have been satisfied. For purposes of this Section 8.01, “substantially all of its assets” shall mean, at any date, a portion of the non-current assets reflected in the Company's consolidated balance sheet as of the end of the most recent quarterly period that represents at least sixty-six and two-thirds percent (66-2/3%) of the total reported value of such assets.

When Company May Merge, Etc. The Company may not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other person, or, directly or indirectly, sell, lease, assign, transfer or convey its properties and assets as an entirety or substantially as an entirety (computed on a consolidated basis) to another person or group of affiliated persons, and another person or group of affiliated persons may not directly or indirectly sell, lease, assign, transfer or convey its properties and assets as an entity or substantially as an entity (computed on a consolidated basis) to the Company, unless: (1) 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 to which all or substantially all of the properties and assets of the Company are transferred as an entirety or substantially as an entirety (the Company or such other person being hereinafter referred to as the “"Surviving Person”"), shall be a corporation organized and validly existing under the laws of the United States, 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 and substance satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and the Indenture, so supplemented, shall remain in full force and effect; (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 shall have occurred and be continuing; and (3) if a supplemental indenture is required in connection with such transaction, the Company has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, assignment, or transfer and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided relating to such transaction have been satisfied.

When Company May Merge, Etc. The Company may not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other personPerson, or, directly or indirectly, sell, lease, assign, transfer sell or convey substantially all of its properties and assets as an entirety or substantially as an entirety (computed on a consolidated basis) to another person Person or group of affiliated persons, and another person or group of affiliated persons may not directly or indirectly sell, lease, assign, transfer or convey its properties and assets as an entity or substantially as an entity (computed on a consolidated basis) to the CompanyPersons, unless: (1) the Company shall be the continuing personPerson, or the person Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which all or substantially all of the properties and assets of the Company are transferred as an entirety or substantially as an entirety (the Company or such other person Person being hereinafter referred to as the “Surviving Person”), shall be organized and validly existing under the laws of the United States, 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 and substance satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and the Indenture, so supplemented, shall remain in full force and effect; (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 shall have occurred and be continuing; and (3) if a supplemental indenture is required in connection with such transaction, the Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, assignment, or transfer and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided relating to such transaction have been satisfied. For purposes of this Section 8.01, “substantially all of its assets” shall mean, at any date, a portion of the non-current assets reflected in the Company’s consolidated balance sheet as of the end of the most recent quarterly period that represents at least sixty-six and two-thirds percent (66-2/3%) of the total reported value of such assets.

When Company May Merge, Etc. The Company may not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other person, or, directly or indirectly, sell, lease, assign, transfer or convey its properties and assets as an entirety or substantially as an entirety (computed on a consolidated basis) to another person or group of affiliated persons, and another person or group of affiliated persons may not directly or indirectly sell, lease, assign, transfer or convey its properties and assets as an entity or substantially as an entity (computed on a consolidated basis) to the Company, unless: (1) 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 to which all or substantially all of the properties and assets of the Company are transferred as an entirety or substantially as an entirety (the Company or such other person being hereinafter referred to as the “Surviving Person”), and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and the Indenture, so supplemented, shall remain in full force and effect; (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 shall have occurred and be continuing; and (3) if a supplemental indenture is required in connection with such transaction, the Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, assignment, or transfer and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided relating to such transaction have been satisfied.

When Company May Merge, Etc. The Company may not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other person, or, directly or indirectly, sell, lease, assign, transfer or convey its properties and assets as an entirety or substantially as an entirety (computed on a consolidated basis) to another person or group of affiliated persons, and another person or group of affiliated persons may not directly or indirectly sell, lease, assign, transfer or convey its properties and assets as an entity or substantially as an entity (computed on a consolidated basis) to the Company, unless: (1) 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 to which all or substantially all of the properties and assets of the Company are transferred as an entirety or substantially as an entirety (the Company or such other person being hereinafter referred to as the “Surviving Person”), shall be a corporation organized and validly existing under the laws of Bermuda, the United States, any State thereof or the District of Columbia, any member country of the European Union or any other country recognized by the United States and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and the Indenture, so supplemented, shall remain in full force and effect; (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 shall have occurred and be continuing; and (3) if a supplemental indenture is required in connection with such transaction, the Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, assignment, or transfer and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided relating to such transaction have been satisfied.

When Company May Merge, Etc. The Company may not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other person, or, directly or indirectly, sell, lease, assign, transfer sell or convey substantially all of its properties and assets as an entirety or substantially as an entirety (computed on a consolidated basis) to another person or group of affiliated persons, and another person or group of affiliated persons may not directly or indirectly sell, lease, assign, transfer or convey its properties and assets as an entity or substantially as an entity (computed on a consolidated basis) to the Company, unless: (1) 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 to which all or substantially all of the properties and assets of the Company are transferred as an entirety or substantially as an entirety (the Company or such other person being hereinafter referred to as the “Surviving Person”), shall be organized and validly existing under the laws of the United States, 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 and substance satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and the Indenture, so supplemented, shall remain in full force and effect; (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 shall have occurred and be continuing; and (3) if a supplemental indenture is required in connection with such transaction, the Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, assignment, or transfer and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided relating to such transaction have been satisfied. For purposes of this Section 8.01, “substantially all of its assets” shall mean, at any date, a portion of the non-current assets reflected in the Company’s consolidated balance sheet as of the end of the most recent quarterly period that represents at least sixty-six and two-thirds percent (66 2/3%) of the total reported value of such assets.

When Company May Merge, Etc. The Company may not, in a single transaction or through a series of related transactions, consolidate with or merge or convert with or into any other personPerson, or, directly or indirectly, sell, lease, assign, transfer or convey its properties and assets as an entirety or substantially as an entirety (computed on a consolidated basis) to another person Person or group of affiliated personsPersons, and another person Person or group of affiliated persons Persons may not directly or indirectly sell, lease, assign, transfer or convey its properties and assets as an entity or substantially as an entity (computed on a consolidated basis) to the Company, unless: (1) the Company shall be the continuing personPerson, or the person Person (if other than the Company) formed by such consolidation or conversion or into which the Company is merged or to which all or substantially all of the properties and assets of the Company are transferred as an entirety or substantially as an entirety (the Company or such other person being hereinafter referred to as the “Surviving Person”), shall be a corporation organized and validly existing under the laws of the United States, any State thereof or the District of Columbia (except as otherwise provided in the definition of “Corporation” contained in Section 1.01), and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and the this Indenture, so supplemented, shall remain in full force and effect; ; provided, that if the Surviving Person 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; (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 shall have occurred and be continuing; and and (3) if a supplemental indenture is required in connection with such transaction, the Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, assignment, or transfer and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided relating to such transaction have been satisfied.

When Company May Merge, Etc. The Company may not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other personPerson, or, directly or indirectly, sell, lease, assign, transfer sell or convey substantially all of its properties and assets as an entirety or substantially as an entirety (computed on a consolidated basis) to another person Person or group of affiliated persons, and another person or group of affiliated persons may not directly or indirectly sell, lease, assign, transfer or convey its properties and assets as an entity or substantially as an entity (computed on a consolidated basis) to the CompanyPersons, unless: (1) the Company shall be the continuing personPerson, or the person Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which all or substantially all of the properties and assets of the Company are transferred as an entirety or substantially as an entirety (the Company or such other person Person being hereinafter referred to as the “Surviving Person”), shall be organized and validly existing under the laws of the United States, 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 and substance satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and the this Indenture, so supplemented, shall remain in full force and effect; (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 shall have occurred and be continuing; and (3) if a supplemental indenture is required in connection with such transaction, the Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, assignment, or transfer and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided relating to such transaction have been satisfied. For purposes of this Section 8.01, “substantially all of its assets” shall mean, at any date, a portion of the non-current assets reflected in the Company’s consolidated balance sheet as of the end of the most recent quarterly period that represents at least sixty-six and two-thirds percent (66-2/3%) of the total reported value of such assets.

When Company May Merge, Etc. The Company may not, in a single transaction or through a series of related transactions, shall not consolidate with or merge with or into any other personinto, or, directly or indirectly, sell, lease, assignconvey, transfer or convey lease all or substantially all of its properties and assets as an entirety or substantially as an entirety to, any person (computed on a consolidated basis“successor person”) to another person or group of affiliated persons, and another person or group of affiliated persons may not directly or indirectly sell, lease, assign, transfer or convey its properties and assets as an entity or substantially as an entity (computed on a consolidated basis) to the Company, unless: (1a) the Company shall be is the continuing person, surviving entity or the successor person (if other than the Company) formed by such consolidation is a corporation, partnership, trust or into which other entity organized and validly existing under the Company is merged or to which all or substantially all laws of any U.S. domestic jurisdiction and expressly assumes the properties and assets of the Company are transferred as an entirety or substantially as an entirety (the Company or such other person being hereinafter referred to as the “Surviving Person”), and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance satisfactory to the Trustee, all the Company’s obligations of the Company under on the Securities and under this Indenture and the Indenture, so supplemented, shall remain in full force and effect; (2b) immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1), abovetransaction, no Default or Event of Default Default, shall have occurred and be continuing; and (3c) if a supplemental indenture is required in connection with such transaction, the Company is not the successor person, then each Guarantor, if any, unless it has delivered become the successor person, shall confirm that its Guarantee shall continue to apply to the obligations under the Securities and this Indenture to the same extent as prior to such merger, conveyance, transfer or lease, as applicable. The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officer’s Certificate to the foregoing effect and an Opinion of Counsel, each Counsel stating that such consolidation, merger, assignment, or transfer the proposed transaction and such any supplemental indenture comply with this Article VIII and that Indenture. Notwithstanding the above, any Subsidiary of the Company may consolidate with, merge into or with or transfer all conditions precedent herein provided relating or part of its properties to such transaction have been satisfiedthe Company or another Subsidiary of the Company. Neither an Officer’s Certificate nor an Opinion of Counsel shall be required to be delivered in connection therewith.

When Company May Merge, Etc. The Company may notnot consolidate with, merge with or into, or transfer all or substantially all of its assets (as an entirety or substantially an entirety in a single one transaction or through a series of related transactions), consolidate to any person (except a wholly owned Subsidiary of the Company with a positive Consolidated Net Worth, provided that in connection with any merger of the Company with a wholly owned Subsidiary of the Company, no consideration (other than common stock in the surviving corporation or the Company) shall be issued or distributed to the stockholders of the Company) or permit any party to merge with or into any other person, or, directly or indirectly, sell, lease, assign, transfer or convey its properties and assets as an entirety or substantially as an entirety (computed on a consolidated basis) to another person or group of affiliated persons, and another person or group of affiliated persons may not directly or indirectly sell, lease, assign, transfer or convey its properties and assets as an entity or substantially as an entity (computed on a consolidated basis) to the Companyit, unless: (1) 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 to which all or substantially all of the properties and assets of the Company are transferred as an entirety shall be a corporation organized and existing under the laws of the United States or substantially as an entirety (any State thereof or the Company or such other person being hereinafter referred to as the “Surviving Person”), District of Columbia and shall expressly assume, by an indenture a supplemental heretoindenture, executed and delivered to the Trustee, in form and substance satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture and shall further expressly assume the Indentureobligations of the Company under the Company Pledge Agreement, so supplemented, and the obligations of the Guarantor under this Indenture shall remain in full force and effect; (2) immediately before and immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1), abovetransaction, no Event of Default and no Default shall have occurred and be continuing; and (3) if a supplemental indenture is required in connection with such transaction, [Intentionally omitted]. (4) [Intentionally omitted]. (5) the Company has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, assignment, merger or transfer and such supplemental indenture comply with this Article VIII Section 5.01 and that all conditions precedent herein provided for relating to such transaction have been satisfiedcomplied with."

When Company May Merge, Etc. The Company may not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other person, or, directly or indirectly, sell, lease, assign, transfer or convey its properties and assets as an entirety or substantially as an entirety (computed on a consolidated basis) to another person or group of affiliated persons, and another person or group of affiliated persons may not directly or indirectly sell, lease, assign, transfer or convey its properties and assets as an entity or substantially as an entity (computed on a consolidated basis) to the Company, unless:44 (1) 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 to which all or substantially all of the properties and assets of the Company are transferred as an entirety or substantially as an entirety (the Company or such other person being hereinafter referred to as the “Surviving Person”), shall be organized and validly existing under the laws of the United States, 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 and substance satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and the Indenture, so supplemented, shall remain in full force and effect; (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 shall have occurred and be continuing; and (3) if a supplemental indenture is required in connection with such transaction, the Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, assignment, or transfer and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided relating to such transaction have been satisfied. For purposes of this Section 8.01, “substantially all of its assets” shall mean, at any date, a portion of the non-current assets reflected in the Company’s consolidated balance sheet as of the end of the most recent quarterly period that represents at least sixty-six and two-thirds percent (66-2/3%) of the total reported value of such assets.

When Company May Merge, Etc. The Company may not, in a single transaction or through a series of related transactions, shall not consolidate with or merge with or into any other personentity, or, directly or indirectly, sell, leasetransfer, assign, transfer lease or otherwise convey its properties and assets as an entirety or substantially as an entirety (computed on a consolidated basis) to another person or group of affiliated persons, and another person or group of affiliated persons may not directly or indirectly sell, lease, assign, transfer or convey its properties and assets as an entity or substantially as an entity (computed on a consolidated basis) to the Companyany entity, unless: (1a) (i) the Company shall be is the continuing person, entity (in the case of a merger) or (ii) the person (if other than the Company) successor entity formed by such consolidation or into which the Company it is merged or to which all acquires by sale, transfer, lease or substantially all other conveyance of the its properties and assets of the Company are transferred assets, as an entirety or substantially as an entirety (the Company or any such other person entity being hereinafter referred to herein as the “Surviving Person”), is a corporation organized and shall existing under the laws of the United States of America or any State thereof, the District of Columbia or any territory thereof, and expressly assumeassumes, by an indenture supplemental heretoindenture, executed the due and delivered to the Trustee, in form and substance satisfactory to the Trustee, all the obligations punctual payment of the Company under Installment Payments on the Securities and this Indenture Notes and the performance of all of the covenants under this Indenture, so supplemented, shall remain in full force and effect; (2b) immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1), abovetransaction, no Event of Default, and no event which after notice or lapse of time or both would become an Event of Default shall under this Indenture, has or will have occurred and be continuing; and (3c) if a supplemental indenture is required in connection with such transaction, the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, assignment, or transfer and such supplemental indenture comply with this Article VIII 6 and that all conditions precedent herein provided relating to such transaction have been satisfied. Notwithstanding the foregoing, in no event shall this Section 6.01 be construed to prohibit or otherwise restrict the Acquisition (as such term is defined in the Prospectus) or any related transactions.