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

When Company May Merge, Etc. The Company shall not consolidate or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to, any Person unless : (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 or other disposition shall have been made, is a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; (b) 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, expressly assumes by one or more supplemental indentures satisfactory in form to the Trustee all of the obligations of the Company under the Securities and this Indenture; (c) immediately after such transaction, and giving effect thereto, no Default or Event of Default shall have occurred and be continuing; and (d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger, conveyance, transfer or lease and the supplemental indenture (or supplemental indentures together) comply with this Article 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. The Company shall not consolidate or with, merge with or into, directly or indirectly, or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets to, (as an entirety or substantially an entirety in one transaction or a series of related transactions) to any Person unless or Persons, or permit any Person to merge with or into it, unless: (a) it shall be the continuing Person, or the Person formed by or surviving any such consolidation or merger (if other than it) formed by such consolidation or into which it is merged or that acquired or leased such property and assets (the Company“Surviving Person”), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, is be a corporation organized and validly existing under the laws of the United States of America, America or any state thereof or the District of Columbiajurisdiction thereof; (b) the Surviving Person formed shall expressly assume, 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, expressly assumes by one or more supplemental indentures satisfactory in form which shall be delivered to the Trustee and shall be in form and substance reasonably satisfactory to the Trustee, all of the Company’s obligations of the Company under the Securities and this Indenture; (c) immediately after such transaction, and giving effect theretoto such transaction or series of transactions on a pro forma basis, no Default or Event of Default shall have occurred and be continuing; and (d) the Company has or the Surviving Person, as applicable, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each Counsel stating that (y) the consolidationtransaction or series of transactions and such supplemental indenture, mergerif any, conveyance, transfer or lease and the supplemental indenture (or supplemental indentures together) comply complies with this Article V Section 5.1, and that (z) all conditions precedent herein provided in this Indenture relating to the transaction or series of transactions 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 Companysatisfied.

When Company May Merge, Etc. The Except as may be otherwise provided as contemplated by Section 3.01 relating to Securities of a series, the Company shall not consolidate with, or merge with or into, any other Person (whether or sellnot the Company shall be the surviving corporation or entity), assignor convey, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of its properties and assets to, as an entirety or substantially as an entirety to any Person unless or group of affiliated Persons, in one transaction or a series of related transactions, unless: (a1) either the Company shall be the continuing Person or the Person formed by or surviving any such consolidation or merger (if other than the Company), ) formed by such consolidation or with which or into which the Company is merged or the Person (or group of affiliated Persons) to which such saleall or substantially all the properties and assets of the Company as an entirety or substantially as an entirety are conveyed, assignment, transfer, lease, conveyance transferred or leased shall be a corporation or other disposition shall have been made, is a corporation entity (group of affiliated corporations or entities) organized and existing under the laws of the United States of America, America or any state State thereof or the District of Columbia; (b) 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)Trustee, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, expressly assumes by one or more supplemental indentures satisfactory in form reasonably satisfactory to the Trustee Trustee, all of the obligations of the Company under the Securities and this Indenture;; and (c2) immediately after giving effect to such transactiontransaction or series of related transactions, no Event of Default, and giving effect theretono Default, no Default or Event of Default shall have occurred and be continuing; and (d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger, conveyance, transfer or lease and the supplemental indenture (or supplemental indentures together) comply with this Article V and that all conditions precedent herein provided relating to the transaction have been complied with. Notwithstanding the foregoing, the Company may (a) consolidate with, or merge with or into, an Affiliate incorporated for the purpose incorporating the Company in another Person jurisdiction and/or (b) convey, transfer or acquire by purchase or otherwise lease all or substantially all of its properties and assets as an entirety or substantially as an entirety to any part Subsidiary or Subsidiaries, in one transaction or a series of the property or assets of any other corporation or Person in a transaction in which the surviving entity is the Companyrelated transactions.

When Company May Merge, Etc. The Company shall not consolidate or with, merge with or into, or sell, assignconvey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any Person (other than a consolidation with or merger with or into a Subsidiary or a sale, conveyance, transfer, lease or other disposition to a Subsidiary) or permit any Person to merge with or into the Company unless : either (ax) the Company shall be the 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 such the Company is merged or who acquires by sale, assignmentconveyance, transfer, lease, conveyance lease or other disposition otherwise all or substantially all of the properties and assets of the Company shall have been made, is be a corporation organized and validly existing under the laws of the United States of AmericaAmerica or any jurisdiction thereof and shall expressly assume, any state thereof or the District of Columbia; (b) the Person formed by or surviving any such consolidation or merger (if other than the Company)a supplemental indenture, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, expressly assumes by one or more supplemental indentures satisfactory in form executed and delivered to the Trustee Trustee, all of the obligations of the Company under on all of the Securities and under this Indenture; Indenture and the Company shall have delivered to the Trustee (cA) an Opinion of Counsel stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with 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) an Officers' Certificate to the effect that immediately after giving effect to such transaction, and giving effect thereto, no Default or Event of Default shall have occurred and be continuing; and (d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger, conveyance, transfer or lease and the supplemental indenture (or supplemental indentures together) comply with this Article 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. The Company shall not consolidate or with, merge with or into, or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (in one transaction or a series of related transactions) to, any Person unless : either (ax) the Company shall be the 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 saleproperties and assets of the Company shall be sold, assignmentassigned, transferconveyed, leasetransferred or leased shall be a corporation, conveyance partnership or other disposition shall have been made, is a corporation limited liability company organized and validly existing under the laws of the United States of America, America or any state jurisdiction thereof or the District of Columbia; (b) 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 and shall have been made, expressly assumes by one or more supplemental indentures satisfactory in form to the Trustee assume all of the obligations of the Company under on all of the Securities and under this Indenture; (c) Indenture pursuant to documents in such form as are reasonably satisfactory to the Trustee, provided that if the Person is a partnership or limited liability company, then a corporation wholly-owned by such Person organized or existing under the laws of the United States or any jurisdiction thereof that does not and will not have any material assets or operations shall become a co-issuer of the Securities pursuant to a supplemental indenture duly executed by the Trustee; and immediately after giving effect to such transaction, and giving effect thereto, no Default or Event of Default shall have occurred and be continuing. This Section 5.01 will not apply to: (a) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction or forming a direct holding company of the Company; and (db) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counselany sale, each stating that the consolidationtransfer, mergerassignment, conveyance, transfer lease or lease and the supplemental indenture (other disposition of assets between or supplemental indentures together) comply with this Article V and that all conditions precedent herein provided relating to the transaction have been complied with. Notwithstanding the foregoing, among the Company may merge with another Person and its Subsidiaries, including by way of merger 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 Companyconsolidation.

When Company May Merge, Etc. The Company shall not consolidate or with, merge with or into, or sell, assignconvey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person unless (other than a Subsidiary that is a Wholly Owned Subsidiary of the Company; provided that, in connection with any merger of the Company with a Subsidiary that is a Wholly Owned Subsidiary of the Company, no consideration (other than Common Stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company) or permit any Person to merge with or into the Company unless: (ai) the Company shall be the continuing Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company), ) formed by such consolidation or 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 corporation organized and validly existing under the laws of the United States of AmericaAmerica or any jurisdiction thereof and shall expressly assume, any state thereof or by a supplemental indenture, executed and delivered to the District of Columbia; (b) the Person formed by or surviving any such consolidation or merger (if other than the Company)Trustee, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, expressly assumes by one or more supplemental indentures satisfactory in form and substance satisfactory to the Trustee Trustee, all of the obligations of the Company under on all of the Securities and under this Indenture; (cii) immediately after giving effect to such transaction, and giving effect thereto, no Default or Event of Default shall have occurred and be continuing; and (diii) the Company has delivered delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that the such consolidation, merger, conveyance, merger or transfer or lease and the such supplemental indenture (or supplemental indentures together) comply with this Article V provision and that all conditions precedent provided for herein provided relating to the such 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. (a) The Company shall not will not, in any transaction or series of transactions, merge or consolidate or merge with or into, or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties and assets as an entirety to, any Person or Persons, and the Company will not permit any of its Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company or the Company and its Subsidiaries, taken as a whole, to any other Person or Persons, unless at the time of and after giving effect thereto: (a1) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by or surviving any such consolidation or merger (if other than into which the Company), Company or such Subsidiary is merged or to which the properties and assets of the Company or such saleSubsidiary, assignmentas the case may be, transfer, lease, conveyance are transferred (any such surviving Person or other disposition transferee Person being the "Surviving Entity") shall have been made, is be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of ColumbiaColumbia and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest (including any Special Interest) on all the Securities and the performance and observance of every covenant and obligation of this Indenture and the Securities on the part of the Company to be performed or observed and, in each case, the Indenture shall remain in full force and effect; (b) 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, expressly assumes by one or more supplemental indentures satisfactory in form to the Trustee all of the obligations of the Company under the Securities and this Indenture; (c2) immediately before and immediately after such transaction, and giving effect theretoto such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; (3) the Company, or the Surviving Entity, as the case may be, after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), could incur $1.00 of additional Indebtedness pursuant to the proviso in Section 4.08 (assuming a market rate of interest with respect to such additional Indebtedness); (4) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), the Consolidated Net Worth of the Company or the Surviving Entity, as the case may be, is at least equal to the Consolidated Net Worth of the Company immediately before such transaction or series of transactions; and (d5) the Company has or the Surviving Entity, as the case may be, shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each in form and substance reasonably satisfactory to the Trustee, each stating that the such consolidation, merger, sale, assignment, conveyance, transfer transfer, lease or lease and the other disposition and, if a supplemental indenture (is required in connection with such transaction or series of transactions, such supplemental indentures together) comply indenture, complies with this Article V Indenture and that all conditions precedent herein provided for relating to the such transaction or series of transactions have been complied with. Notwithstanding the foregoing; provided, however, that, solely for purposes of computing amounts described in Section 4.09(a)(7), any such Surviving Entity shall only be deemed to have succeeded to and be substituted for the Company may merge with another Person respect to periods subsequent to the effective time of such merger, consolidation or acquire by purchase or otherwise all or any part transfer of the property or assets of any other corporation or Person in a transaction in which the surviving entity is the Companyassets.

When Company May Merge, Etc. The Company shall not consolidate or --------------------------- with, merge with or into, or sell, assignconvey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person unless : or permit any Person to merge with or into the Company unless: (ai) 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 that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Notes and under this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, either (A) the Consolidated Net Worth of the Company or any entity or Person formed by or surviving any such consolidation or merger (if other than the Company)merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall will have been made, is a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; (b) 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, expressly assumes by one or more supplemental indentures satisfactory in form made will be at least equal to the Trustee all of the obligations Consolidated Net Worth of the Company under the Securities and this Indenture; before such transaction or (c) immediately after such transaction, and giving effect thereto, no Default or Event of Default shall have occurred and be continuing; and (dB) the Company has delivered would be able to incur $1.00 of Indebtedness under the first paragraph of Section 4.3; and (iv) the Company shall have furnished to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating to the effect that the consolidation, merger, conveyance, transfer or lease such and the supplemental indenture (or supplemental indentures togetherif any) comply with this Article V and that all conditions precedent herein provided relating to the transaction have been complied withSection 5.1. Notwithstanding the foregoing, the Company may merge with another Person or acquire by purchase or otherwise all or any part provisions of this Article V shall not apply to the property or assets of any other corporation or Person in a transaction in which the surviving entity is the CompanyVoiceStream Transactions.

When Company May Merge, Etc. The Subject to the provisions of Section 11.02, the Company shall not consolidate with or merge with or into, or sell, assignconvey, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of the consolidated properties and assets of the Company and its assets Subsidiaries, taken as a whole, to, another Person (a “Business Combination Event”) (other than any Person unless such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries), unless: (a) the resulting, surviving or transferee Person formed by or surviving any if not the Company is a Qualified Successor Entity (such consolidation or merger (if other than Qualified Successor Entity, the Company“Successor Entity”), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, is a corporation duly organized and existing under the laws of the United States of America, any state thereof or State thereof, the District of Columbia; (b) , the Person formed by Cayman Islands, the British Virgin Islands, Bermuda, Singapore or surviving any Hong Kong and such consolidation or merger Qualified Successor Entity (if other than not the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, ) expressly assumes by one or more supplemental indentures satisfactory in form to the Trustee indenture all of the obligations of the Company under the Securities Notes and this Indenture;Indenture (including, for the avoidance of doubt, the obligation to pay any Additional Amounts); and (cb) immediately after such transaction, and giving effect theretoto such Business Combination Event, no Default or Event of Default shall have occurred and be continuing; and (d) continuing under this Indenture. For purposes of this Section 11.01, the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, mergersale, conveyance, transfer or lease of all or substantially all of the properties and the supplemental indenture (assets of one or supplemental indentures together) comply with this Article V and that all conditions precedent herein provided relating to the transaction have been complied with. Notwithstanding the foregoing, more Subsidiaries of the Company may merge with to another Person or acquire Person, which properties and assets, if held by purchase or otherwise the Company instead of such Subsidiaries, would constitute all or any part substantially all of the property or properties and assets of any other corporation the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or Person in a transaction in which lease of all or substantially all of the surviving entity is properties and assets of the CompanyCompany to another Person.

When Company May Merge, Etc. The Company shall not consolidate or with, merge with or into, or sell, assignconvey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person unless (other than a Subsidiary that is a Wholly Owned Subsidiary of the Company; provided that, in connection with any merger of the Company with a Subsidiary that is a Wholly Owned Subsidiary of the Company, no consideration (other than Common Stock in the surviving Person or the Company) shall be issued or distributed to the stockholders of the Company) or permit any Person to merge with or into the Company unless: (ai) the Company shall be the continuing Person, or the Person formed by or surviving any such consolidation or merger (if other than the Company), ) formed by such consolidation or 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 corporation organized and validly existing under the laws of the United States of AmericaAmerica or any jurisdiction thereof and shall expressly assume, any state thereof or by a supplemental indenture, executed and delivered to the District of Columbia; (b) the Person formed by or surviving any such consolidation or merger (if other than the Company)Trustee, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, expressly assumes by one or more supplemental indentures satisfactory in form satisfactory to the Trustee Trustee, all of the obligations of the Company under on all of the Securities and under this Indenture; (cii) immediately after giving effect to such transaction, and giving effect thereto, no Default or Event of Default shall have occurred and be continuing; and (diii) the Company has delivered delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that the such consolidation, merger, conveyance, merger or transfer or lease and the such supplemental indenture (or supplemental indentures together) comply with this Article V provision and that all conditions precedent provided for herein provided relating to the such 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. The Company shall not will not, in any transaction or series of transactions, merge or consolidate or merge with or into, or sell, assign, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties and assets as an entirety to, any Person unless : (a) or Persons, and the Person formed by or surviving Company will not permit any of its wholly owned Subsidiaries to enter into any such consolidation transaction or merger (series of transactions if other than such transactions or series of transactions, in the Company)aggregate, or to which such would result in a sale, assignment, transfer, lease, conveyance lease or other disposition of all or substantially all of the properties and assets of the Company and its Subsidiaries on a consolidated basis to any other Person or Persons, unless at the time and after giving effect thereto (i) either (A) if the transaction or transactions is a merger or consolidation, the Company shall have been madebe the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company or such Subsidiary is merged or to which the properties and assets of the Company or such Subsidiary, as the case may be, substantially as an entirety, are transferred (any such surviving Person or transferee Person being the "Surviving Entity") shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; (b) Columbia and shall expressly assume by a supplemental indenture executed and delivered to the Person formed by or surviving any such consolidation or merger (if other than the Company)Trustee, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, expressly assumes by one or more supplemental indentures satisfactory in form satisfactory to the Trustee Trustee, all of the obligations of the Company under the Securities Notes and this Indenture; , and in each case, this Indenture shall remain in full force and effect; (cii) immediately before and immediately after such transaction, and giving effect theretoto such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; and (d) , and the Company has delivered or the surviving entity, as the case may be, after giving effect to such transaction or series of transactions on a pro forma basis, could incur $1.00 of additional indebtedness under the first paragraph of Section 5.10 hereof (assuming a market rate of interest with respect to such additional Indebtedness); and (iii) immediately after giving effect to such transaction or series of transactions on a pro forma basis, the Consolidated Net Worth of the Company or the Surviving Entity, as the case may be, is at least equal to the Consolidated Net Worth of the Company immediately before such transaction or series of transactions. The Company shall deliver to the Trustee prior to the proposed transaction an Officers’ ' Certificate and an Opinion of Counsel, each stating of which shall comply with Section 11.04 and each of which shall state in effect that the such consolidation, merger, conveyance, merger or transfer or lease and the supplemental indenture (or supplemental indentures together) comply with this Article V 6 and that all conditions precedent herein provided for relating to the such 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. The Company shall not will not, in any transaction or series of transactions, merge or consolidate or merge with or into, or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties and assets as an entirety to, any Person or Persons, and the Company will not permit any of its Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company or the Company and its Subsidiaries, taken as a whole, to any other Person or Persons, unless : at the time of and after giving effect thereto (a) either (i) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (ii) the Person formed by or surviving any such consolidation or merger (if other than into which the Company), Company or such Subsidiary is merged or to which the properties and assets of the Company or such saleSubsidiary, assignmentas the case may be, transfer, lease, conveyance are transferred (any such surviving Person or other disposition transferee Person being the "Surviving Entity") shall have been made, is be a corporation organized and existing under the laws of the United States of America, any state thereof or thereof, the District of Columbia; (b) , Canada or any province thereof and shall expressly assume by a supplemental indenture executed and delivered to the Person formed by or surviving any such consolidation or merger (if other than the Company)Trustee, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, expressly assumes by one or more supplemental indentures satisfactory in form reasonably satisfactory to the Trustee Trustee, all of the obligations of the Company under the Securities Notes and this Indenture; , and in each case, this Indenture shall remain in full force and effect; (cb) immediately before and immediately after such transaction, and giving effect theretoto such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; and (c) the Company or the Surviving Entity, as the case may be, after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such 63 transaction or series of transactions), could incur $1.00 of additional Indebtedness pursuant to the first paragraph of Section 4.08 (assuming a market rate of interest with respect to such additional Indebtedness); and (d) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), the Consolidated Net Worth of the Company has delivered or the Surviving Entity, as the case may be, is at least equal to the Trustee Consolidated Net Worth of the Company immediately before such transaction or series of transactions. Notwithstanding the foregoing clauses (b), (c) and (d), (i) any Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company and (ii) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax or other benefits. In connection with any consolidation, merger, transfer, lease, assignment or other disposition contemplated hereby, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that the such consolidation, merger, conveyancetransfer, transfer lease, assignment or lease other disposition and the any supplemental indenture (or supplemental indentures together) in respect thereof comply with the requirements under the foregoing clause (a) of this Article V Section 5.01 and that all conditions precedent herein provided for in this Indenture relating to the transaction or series of transactions have been complied with. Notwithstanding the foregoing, provided, however, that solely for purposes of computing amounts described in subclause (C) of Section 4.09, any such successor Person shall only be deemed to have succeeded to and be substituted for the Company may merge with another Person respect to periods subsequent to the effective time of such merger, consolidation or acquire by purchase or otherwise all or any part transfer of the property or assets of any other corporation or Person in a transaction in which the surviving entity is the Companyassets.

When Company May Merge, Etc. The Company shall not will not, in any transaction or series of transactions, merge or consolidate or merge with or into, or sell, assign, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties and assets as an entirety to, any Person unless : (a) or Persons, and the Person formed by or surviving Company will not permit any of its wholly owned Subsidiaries to enter into any such consolidation transaction or merger (series of transactions if other than such transactions or series of transactions, in the Company)aggregate, or to which such would result in a sale, assignment, transfer, lease, conveyance lease or other disposition of all or substantially all of the properties and assets of the Company and its Subsidiaries on a consolidated basis to any other Person or Persons, unless at the time and after giving effect thereto (i) either (A) if the transaction or transactions is a merger or consolidation, the Company shall have been madebe the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into which the Company or such Subsidiary is merged or to which the properties and assets of the Company or such Subsidiary, as the case may be, substantially as an entirety, are transferred (any such surviving Person or transferee Person being the "Surviving Entity") shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; (b) Columbia and shall expressly assume by a supplemental indenture executed and delivered to the Person formed by or surviving any such consolidation or merger (if other than the Company)Trustee, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, expressly assumes by one or more supplemental indentures satisfactory in form satisfactory to the Trustee Trustee, all of the obligations of the Company under the Securities Notes and this Indenture; , and in each case, this Indenture shall remain in full force and effect; (cii) immediately before and immediately after such transaction, and giving effect theretoto such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; and (d) , and the Company has delivered or the surviving entity, as the case may be, after giving effect to such transaction or series of transactions on a pro forma basis, could incur $1.00 of additional indebtedness under the first paragraph of Section 6.10 hereof (assuming a market rate of interest with respect to such additional Indebtedness); and (iii) immediately after giving effect to such transaction or series of transactions on a pro forma basis, the Consolidated Net Worth of the Company or the Surviving Entity, as the case may be, is at least equal to the Consolidated Net Worth of the Company immediately before such transaction or series of transactions. The Company shall deliver to the Trustee prior to the proposed transaction an Officers’ ' Certificate and an Opinion of Counsel, each stating of which shall comply with Section 12.04 and each of which shall state in effect that the such consolidation, merger, conveyance, merger or transfer or lease and the supplemental indenture (or supplemental indentures together) comply with this Article V 7 and that all conditions precedent herein provided for relating to the such 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. The Company shall not will not, in any transaction or series of transactions, merge or consolidate or merge with or into, or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its properties and assets to, any Person unless : (a) person or persons, and the Person formed by or surviving Company will not permit any of its Subsidiaries to enter into any such consolidation transaction or merger (series of transactions if other than such transaction or series of transactions, in the Company)aggregate, or to which such would result in a sale, assignment, conveyance, transfer, lease, conveyance lease or other disposition of all or substantially all of the properties and assets of the Company or the Company and its Subsidiaries, taken as a whole, to any other person or persons, unless at the time of and after giving effect thereto (a) either (i) if the transaction or series of transactions is a merger or consolidation, the Company shall have been madebe the surviving person of such merger or consolidation, or (ii) the person formed by such consolidation or into which the Company or such Subsidiary is merged or to which the properties and assets of the Company or such Subsidiary, as the case may be, are transferred (any such surviving person or transferee person being the "Surviving Entity") shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; (b) Columbia and shall expressly assume by a supplemental indenture executed and delivered to the Person formed by or surviving any such consolidation or merger (if other than the Company)Trustee, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, expressly assumes by one or more supplemental indentures satisfactory in form reasonably satisfactory to the Trustee all Trustee, the due and punctual payment of the obligations principal of, premium, if any, and interest on all the Notes and the performance and observance of every covenant and obligation of this Indenture and the Notes on the part of the Company under the Securities to be performed or observed and this Indenture; (c) immediately after such transaction, and giving effect thereto, no Default or Event of Default shall have occurred provided for conversion rights in accordance with Section 11.11 and, in each case, this Indenture shall remain in full force and be continuing; and (d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger, conveyance, transfer or lease and the supplemental indenture (or supplemental indentures together) comply with this Article 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.effect;