Common use of When Company May Merge or Transfer Assets Clause in Contracts

When Company May Merge or Transfer Assets. The Company shall not, while any of the Securities remain outstanding, consolidate or merge with or into any Person, or sell, lease, convey or otherwise dispose of all or substantially all of its assets, or assign any of its obligations under this Indenture or any series of Securities, to any Person, unless: (1) the Person formed by or surviving such consolidation or merger (if other than the Company), or to which such sale, lease, conveyance or other disposition or arrangement shall be made (collectively, the “Successor Company”), is a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia and the Successor Company assumes by supplemental indenture in a form reasonably satisfactory to the Trustee all of the obligations of the Company under this Indenture and under the Securities; (2) immediately after giving effect to such transaction no Default shall have occurred and be continuing; and (3) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. The Successor Company shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Company (except in the case of a lease) shall be released from the obligation to pay the principal of and interest on the Securities.

When Company May Merge or Transfer Assets. (a) The Company shall not, while any of the Securities remain outstanding, not consolidate with or merge with or into any Personinto, or sellconvey, lease, convey transfer or otherwise dispose of lease all or substantially all of its assetsassets to, or assign any of its obligations under this Indenture or any series of Securities, to any Person, unless: (1i) the resulting, surviving or transferee Person formed by or surviving such consolidation or merger (if other than the Company), or to which such sale, lease, conveyance or other disposition or arrangement shall be made (collectively, the “Successor Company”), is a corporation ) shall be organized and existing under the laws of the United States or of America, any State thereof or the District of Columbia and the Successor Company assumes (if not the Company as the case may be) shall expressly assume, by a supplemental indenture hereto, executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee Trustee, all of the obligations of the Company under the Notes and this Indenture and under the SecuritiesIndenture; (2ii) immediately after giving effect to such transaction (and treating any indebtedness which becomes an obligation of the Successor Company as a result of such transaction as having been incurred by the Successor Company at the time of such transaction), no Default shall have occurred and be continuing; and (3iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. The Successor Company shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, of the Company under this Indenture, and the predecessor Company (except in the case of a lease) shall be released from the obligation to pay the principal of and interest on the Securities.

When Company May Merge or Transfer Assets. The Company shall not, while any of the Securities remain outstanding, not consolidate with or merge with or into any Personinto, or sellconvey, lease, convey transfer or otherwise dispose of lease all or substantially all of its assets, or assign any of its obligations under this Indenture or any series of Securities, assets to any Person, unless: (1i) the resulting, surviving or transferee Person formed by or surviving such consolidation or merger (if other than not the Company), or to which such sale, lease, conveyance or other disposition or arrangement ) shall be made (collectively, the “Successor Company”), is a corporation Person organized and existing under the laws of the United States or of America, any State thereof or the District of Columbia and such Person shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Successor Company assumes by supplemental indenture Trustee, in a form reasonably satisfactory to the Trustee Trustee, all of the obligations of the Company under the Debentures and this Indenture and under the SecuritiesIndenture; (2ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been issued by such Person or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction, the resulting, surviving or transferee Person would be able to incur an additional 51.00 of Funded Debt pursuant to Section 4.03(a); and (3iv) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. The Successor Company resulting, surviving or transferee Person shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and but the predecessor Company (except in the case of a lease) conveyance, transfer or lease shall not be released from the obligation to pay the principal of and interest on the SecuritiesDebentures.

When Company May Merge or Transfer Assets. The So long as any Securities shall be outstanding, the Company shall not, while any of the Securities remain outstanding, not consolidate with or merge with or into any Personother corporation or other person or convey, transfer or sell, lease, convey or otherwise dispose of all or lease its properties and assets substantially all of its assets, or assign any of its obligations under this Indenture or any series of Securities, as an entirety to any Personperson (such successor corporation or person, as the case may be, shall in this Article 5 be referred to as the "Successor Company"), unless: (1) either (x) the Person formed by Company shall be the continuing corporation or surviving such consolidation or merger (y) the Successor Company (if other than the Company), or to which such sale, lease, conveyance or other disposition or arrangement ) shall be made (collectively, the “Successor Company”), is a corporation organized and existing under the laws of the United States of America or any State thereof or the District of Columbia Columbia, and shall expressly assume by an indenture supplemental hereto, executed and delivered to the Successor Company assumes by supplemental indenture Trustee, in a form reasonably satisfactory to the Trustee all Trustee, the due and punctual payment of the obligations principal of and premium, if any, and interest, if any, on all the Securities and the performance of every covenant of this Indenture and in the Securities on the part of the Company under this Indenture and under the Securitiesto be performed or observed; (2) immediately after giving effect to such transaction transaction, no Default Event of Default, and no event that, after notice or lapse of time, or both, would become an Event of Default, shall have occurred happened and be continuing; and; (3) the Company shall have has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger merger, conveyance, transfer or transfer lease and such supplemental indenture (if any) comply with this Indenture. The Successor Company shall be the successor Article and that all conditions precedent herein provided for relating to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Company (except in the case of a lease) shall be released from the obligation to pay the principal of and interest on the Securitiessuch transaction have been complied with.

When Company May Merge or Transfer Assets. The Company shall not, while any of the Securities remain outstanding, not consolidate with or merge with or into any Personinto, or sellconvey, lease, convey transfer or otherwise dispose of lease all or substantially all of its assetsassets to, or assign any of its obligations under this Indenture or any series of Securities, to any Person, unless: (1i) the resulting, surviving or transferee Person formed by or surviving such consolidation or merger (if other than not the Company), or to which such sale, lease, conveyance or other disposition or arrangement ) shall be made (collectively, the “Successor Company”), is a corporation Person organized and existing under the laws of the United States or of America, any State thereof or the District of Columbia and such Person shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Successor Company assumes by supplemental indenture Trustee, in a form reasonably satisfactory to the Trustee Trustee, all of the obligations of the Company under the Notes and this Indenture and under the Securities;Indenture. (2ii) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the resulting, surviving or transferee Person or any of its Subsidiaries as a result of such transaction as having been Issued by such Person or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction, the resulting, surviving or transferee Person shall have a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company immediately prior to such transaction; and (3iv) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. The Successor Company resulting, surviving or transferee Person shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Company (thereafter, except in the case of a lease) , the Company shall be released discharged from all obligations and covenants under the obligation to pay Indenture and the principal of and interest on the SecuritiesNotes.

When Company May Merge or Transfer Assets. The Company shall not, while any of the Securities remain outstanding, not consolidate with or merge with or into any Personinto, or sellconvey, lease, convey transfer or otherwise dispose of lease all or substantially all of its assets, in one or assign any of its obligations under this Indenture or any series of Securitiesmore related transactions, to to, any Person, unless: (1i) the resulting, surviving or transferee Person formed by or surviving such consolidation or merger (if other than the "Successor Company), or to which such sale, lease, conveyance or other disposition or arrangement ") shall be made (collectivelya corporation, the “Successor Company”)limited liability company, is a corporation trust, partnership or similar entity organized and existing under the laws of the United States or of America, any State thereof or the District of Columbia and the Successor Company assumes (if not the Company) shall expressly assume, by a supplemental indenture hereto, executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee Trustee, all of the obligations of the Company under the Notes and this Indenture and under Indenture; PROVIDED that if the SecuritiesSuccessor Company is not a corporation, the Notes will also be assumed by a corporate co-obligor; (2ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction, the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a); and (3iv) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. The Successor Company shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and but the predecessor Company (except in the case of a lease) lease of all or substantially all its assets shall not be released from the obligation to pay the principal of and interest on the SecuritiesNotes.

When Company May Merge or Transfer Assets. The Company shall not, while any of the Securities remain outstanding, not consolidate or merge with or into any Person, or sell, lease, convey or otherwise dispose of all or substantially all of its assets, or assign any of its obligations under this Indenture or any series of the Securities, to any Person, unless: (1) the Person formed by or surviving such consolidation or merger (if other than the Company), or to which such sale, lease, conveyance or other disposition or arrangement shall be made (collectively, the “"Successor Company”"), is a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia and the Successor Company assumes by supplemental indenture in a form reasonably satisfactory to the Trustee all of the obligations of the Company under this Indenture and under the Securities; (2) immediately after giving effect to such transaction no Default shall have occurred and be continuing; and (3) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. The Successor Company shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Company (except in the case of a lease) shall be released from the obligation to pay the principal of and interest on the Securities.

When Company May Merge or Transfer Assets. The Company Company, in a single transaction or through a series of related transactions, shall not, while any of the Securities remain outstanding, not consolidate with or merge with or into any Person, other Person or sell, transfer (by lease, convey assignment, sale or otherwise dispose of otherwise) all or substantially all of its assets, properties and assets to another Person or assign any group of its obligations under this Indenture or any series of Securities, to any Personaffiliated Persons, unless: (a) either (1) the Company shall be the continuing corporation or (2) the Person formed by or surviving such consolidation or merger (if other than the Company), ) formed by such consolidation or into which the Company is merged or to which such sale, lease, conveyance all or other disposition or arrangement substantially all of the properties and assets of the Company are trans- ferred (i) shall be made (collectivelya corporation, the “Successor Company”), is a corporation partnership or trust organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Successor Company assumes by supplemental indenture Trustee, in a form reasonably satisfactory to the Trustee Trustee, all of the obligations of the Company under the Securities and this Indenture and under the Securitiesperformance of every covenant of this Indenture on the part of the Company to be performed or observed; (2b) immediately after giving effect to such transaction transaction, and the assumption contemplated by clause (a) above, no Default Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing; and (3c) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture (if any) indenture, comply with this IndentureArticle 8 and that all conditions precedent herein provided for relating to such transaction have been satisfied. The Successor Company shall be For purposes of the successor foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Restricted Subsidiaries (other than to the Company or another direct or indirect wholly owned Subsidiary) in a single transaction or through a series of related transactions, which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The successor Person formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this IndentureIndenture with the same effect as if such successor had been named as the Company herein, and the predecessor Company (thereafter, except in the case of a lease) lease of its properties and assets substantially as an entirety, the Company shall be discharged and released from the obligation to pay the principal of all obligations and interest on covenants under this Indenture and the Securities. The Trustee shall enter into a supplemental indenture to evidence the succession and substitution of such successor Person and such discharge and release of the Company.

When Company May Merge or Transfer Assets. (a) The Company shall not, while any of the Securities remain outstanding, not consolidate with or merge with or into any Personinto, or sellconvey, transfer or lease, convey in one transaction or otherwise dispose a series of transactions, all or substantially all of its assetsassets to, or assign any of its obligations under this Indenture or any series of Securities, to any Person, unless: (1i) the resulting, surviving or transferee Person formed by or surviving such consolidation or merger (if other than the "Successor Company), or to which such sale, lease, conveyance or other disposition or arrangement ") shall be made (collectively, the “Successor Company”), is a corporation Person organized and existing under the laws of the United States of America, or any State thereof or the District of Columbia and the Successor Company assumes (if not the Company) shall expressly assume, by an indenture supplemental indenture hereto, executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee Trustee, all of the obligations of the Company under the Securities and this Indenture and under the SecuritiesIndenture; (2ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction, the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a); and (3iv) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. The Successor Company shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Company (Company, except in the case of a lease) , shall be released from the obligation to pay the principal of and interest on the Securities.

When Company May Merge or Transfer Assets. The Company shall not, while any of the Securities remain outstanding, not consolidate with or merge with or into any Personinto, or sellconvey, lease, convey transfer or otherwise dispose of lease all or substantially all of its assetsassets to, or assign any of its obligations under this Indenture or any series of Securities, to any Personperson, unless: (1i) the Person formed by resulting, surviving or surviving such consolidation or merger transferee person (if other than not the Company), or to which such sale, lease, conveyance or other disposition or arrangement ) shall be made (collectively, the “Successor Company”), is a corporation person organized and existing under the laws of the United States or any of America, and State thereof or the District of Columbia and such person shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Successor Company assumes by supplemental indenture Trustee, in a form reasonably satisfactory to the Trustee Trustee, all of the obligations of the Company under the Securities and this Indenture and under the SecuritiesIndenture; (2ii) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the resulting, surviving or transferee person or any Subsidiary as a result or such transaction as having been issued by such person or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction, the resulting, surviving or transferee person would be able to incur an additional $1.00 of Debt pursuant to Section 4.3(a); and (3iv) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. The Successor Company resulting, surviving or transferee person shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and but the predecessor Company (except in the case of a lease) conveyance, transfer or lease shall not be released from the obligation to pay the principal of and interest on the Securities.

When Company May Merge or Transfer Assets. (a) The Company shall not, while any of the Securities remain outstanding, not consolidate with or merge with or into any Personinto, or convey, sell, leasetransfer, convey lease or otherwise dispose of all or substantially all of its assets, assets (as an entirety or assign any of its obligations under this Indenture substantially as an entirety in one transaction or any a series of Securitiesrelated transactions), to any Person, Person unless: : (1i) the Company shall be the surviving Person formed by (the "Surviving Person"), or surviving such consolidation or merger the Surviving Person (if other than the Company), ) formed by such consolidation or into which the Company is merged or to which such sale, lease, conveyance or other disposition or arrangement the assets of the Company are transferred shall be made (collectively, the “Successor Company”), is a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia and Columbia; (ii) the Successor Company assumes Surviving Person (if other than the Company) shall expressly assume, by supplemental indenture indenture, executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee Trustee, all of the obligations of the Company under the Securities and the Indenture, and the obligations under this Indenture shall remain in full force and under the Securities; effect; (2iii) immediately before and immediately after giving effect to such transaction transaction, no Default shall have occurred and be continuing; and and (3iv) immediately after giving effect to such transaction on a pro forma basis (including any Indebtedness incurred or anticipated to be incurred in connection with such transaction or series of transactions), the Surviving Person would be able to incur at least $1.00 of additional Indebtedness pursuant to Section 3.04(a). In connection with any consolidation, merger, transfer or other disposition contemplated by this Section 4.01, the Company shall have delivered deliver, or cause to be delivered, to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such the supplemental indenture (if any) in respect thereto comply with this Indenture. The Successor Company shall be the successor Section 4.01 and that all conditions precedent herein provided for relating to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Company (except in the case of a lease) shall be released from the obligation to pay the principal of and interest on the Securitiessuch transaction or transactions have been complied with.

When Company May Merge or Transfer Assets. The Company ------------------------------------------ shall not, while any of the Securities remain outstanding, not consolidate with or merge with or into any Personinto, or sellconvey, lease, convey transfer or otherwise dispose of lease all or substantially all of its assetsassets to, or assign any of its obligations under this Indenture or any series of Securities, to any Personperson, unless: (1i) the Person formed by resulting, surviving or surviving such consolidation or merger transferee person (if other than not the Company), or to which such sale, lease, conveyance or other disposition or arrangement ) shall be made (collectively, the “Successor Company”), is a corporation person organized and existing under the laws of the United States or States, any State thereof or the District of Columbia and such person shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Successor Company assumes by supplemental indenture Trustee, in a form reasonably satisfactory to the Trustee Trustee, all of the obligations of the Company under the Securities and this Indenture and under the SecuritiesIndenture; (2ii) immediately after giving effect to such transaction transaction, no Default shall have occurred and be continuing; and (3iii) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, conveyance, transfer or transfer lease and such supplemental indenture (if any) comply with this Indenture. The Successor Company shall be the successor to the Company and resulting, surviving or transferee person shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and thereafter the Company or any other predecessor Company (except in the case of a lease) to such resulting, surviving or transferee person shall be released from the obligation to pay the principal relieved of all obligations and interest on covenants under this Indenture and the Securities.

When Company May Merge or Transfer Assets. The Company shall not, while any of the Securities remain outstanding, not consolidate with or merge with or into any Personinto, or sellconvey, lease, convey transfer or otherwise dispose of lease all or substantially all of its assetsassets to, or assign any of its obligations under this Indenture or any series of Securities, to any Person, unless: (1i) the resulting, surviving or transferee Person formed by or surviving such consolidation or merger (if other than not the Company), or to which such sale, lease, conveyance or other disposition or arrangement ) shall be made (collectively, the “Successor Company”), is a corporation Person organized and existing under the laws of the United States or Stases of America, any State thereof or the District of Columbia and such Person shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Successor Company assumes by supplemental indenture Trustee, in a form reasonably satisfactory to the Trustee Trustee, all of the obligations of the Company under the Debentures and this Indenture and under the SecuritiesIndenture; (2ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person or any Subsidiary as a result of such transaction as having been issued by such Person or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction, the resulting, surviving or transferee Person would be able to incur an additional $1.00 of Funded Debt pursuant to Section 4.03(a); and (3iv) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture Indenture (if any) comply with this Indenture. The Successor Company resulting, surviving or transferee Person shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and but the predecessor Company (except in the case of a lease) conveyance, transfer or lease shall not be released from the obligation to pay the principal of and interest on the SecuritiesDebentures.

When Company May Merge or Transfer Assets. The Company shall not, while any of the Securities remain outstanding, not consolidate or merge amalgamate with or merge into any Personother Person or convey, or selltransfer, lease, convey lease or otherwise dispose of all or its Property substantially all of its assets, or assign any of its obligations under this Indenture or any series of Securities, as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or convey, transfer or lease or amalgamate its Property substantially as an entirety to the Company, unless: (1a) in case the Company shall consolidate or amalgamate with or merge into another Person or convey, transfer, lease or otherwise dispose of its Property substantially as an entirety to any Person, the Person formed by or surviving such consolidation or merger (if other than into which the Company)Company is merged or the Person which acquires by conveyance or transfer, or to which such saleleases, lease, conveyance or other disposition or arrangement the Property of the Company substantially as an entirety shall be made (collectivelya corporation, the “Successor Company”)partnership, is a corporation limited liability company or trust, shall be organized and validly existing under the laws of the United States or of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Successor Company assumes by supplemental indenture Trustee, in a form reasonably satisfactory to the Trustee all Trustee, the due and punctual payment of the obligations principal of and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company under this Indenture and under the Securitiesto be performed or observed; (2b) immediately before and after giving effect to such transaction on a pro forma basis, no Default shall have occurred happened and be continuing; and (3c) the Company shall have has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger amalgamation, merger, conveyance, transfer, lease or transfer and other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture (if any) comply with this Indenture. The Successor Company shall be the successor Article and that all conditions precedent herein provided for relating to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Company (except in the case of a lease) shall be released from the obligation to pay the principal of and interest on the Securitiessuch transaction have been complied with.

When Company May Merge or Transfer Assets. The So long as ------------------------------------------------------- any Securities shall be outstanding, the Company shall not, while any of the Securities remain outstanding, not consolidate with or merge with or into any Personother corporation or other person or convey, transfer or sell, lease, convey or otherwise dispose of all or lease its properties and assets substantially all of its assets, or assign any of its obligations under this Indenture or any series of Securities, as an entirety to any Personperson (such successor corporation or person, as the case may be, shall in this Article 5 be referred to as the "Successor Company"), unless: (1) the Person formed by or surviving such consolidation or merger (if other than the Company), or to which such sale, lease, conveyance or other disposition or arrangement Successor Company shall be made (collectively, the “Successor Company”), is a corporation organized and existing under the laws of the United States of America or any State thereof or the District of Columbia Columbia, and shall expressly assume by an indenture supplemental hereto, executed and delivered to the Successor Company assumes by supplemental indenture Trustee, in a form reasonably satisfactory to the Trustee all Trustee, the due and punctual payment of the obligations principal of and premium, if any, and interest, if any, on all the Securities and the performance of every covenant of this Indenture and in the Securities on the part of the Company under this Indenture and under the Securitiesto be performed or observed; (2) immediately after giving effect to such transaction transaction, no Default Event of Default, and no event that, after notice or lapse of time, or both, would become an Event of Default, shall have occurred happened and be continuing; and; (3) the Company shall have has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger merger, conveyance, transfer or transfer lease and such supplemental indenture (if any) comply with this Indenture. The Successor Company shall be the successor Article and that all conditions precedent herein provided for relating to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Company (except in the case of a lease) shall be released from the obligation to pay the principal of and interest on the Securitiessuch transaction have been complied with.

When Company May Merge or Transfer Assets. The Company shall not, while any of the Securities remain outstanding, not consolidate or merge amalgamate with or merge into any Personother Person or convey, or selltransfer, lease, convey lease or otherwise dispose of all or its Property substantially all of its assets, or assign any of its obligations under this Indenture or any series of Securities, as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or convey, transfer or lease its Property substantially as an entirety to the Company, unless: (1) in case the Company shall consolidate or amalgamate with or merge into another Person or convey, transfer, lease or otherwise dispose of its Property substantially as an entirety to any Person, the Person formed by or surviving such consolidation or merger (if other than into which the Company)Company is merged or the Person which acquires by conveyance or transfer, or to which such saleleases, lease, conveyance or other disposition or arrangement the Property of the Company substantially as an entirety shall be made (collectivelya corporation, the “Successor Company”)partnership or trust, is a corporation shall be organized and validly existing under the laws of the United States or of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Successor Company assumes by supplemental indenture Trustee, in a form reasonably satisfactory to the Trustee all Trustee, the due and punctual payment of the obligations principal of and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company under this Indenture and under the Securitiesto be performed or observed; (2) immediately before and after giving effect to such transaction on a pro forma basis, no Default shall have occurred happened and be continuing; and (3) the Company shall have has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger amalgamation, merger, conveyance, transfer, lease or transfer and other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture (if any) comply with this Indenture. The Successor Company shall be the successor Article and that all conditions precedent herein provided for relating to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Company (except in the case of a lease) shall be released from the obligation to pay the principal of and interest on the Securitiessuch transaction have been complied with.

When Company May Merge or Transfer Assets. (a) The Company shall not, while any of the Securities remain outstanding, not consolidate with or merge with or into any Personinto, or sellconvey, lease, convey transfer or otherwise dispose of lease all or substantially all of its assetsassets to, or assign any of its obligations under this Indenture or any series of Securities, to any Person, unless: (1i) the resulting, surviving or transferee Person formed by or surviving such consolidation or merger (if other than the Company), or to which such sale, lease, conveyance or other disposition or arrangement shall be made (collectively, the “Successor Company”), is a corporation ) shall be organized and existing under the laws of the United States or of America, any State thereof or the District of Columbia and the Successor Company assumes (if not the Company as the case may be) shall expressly assume, by a supplemental indenture hereto, executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee Trustee, all of the obligations of the Company under the Notes and this Indenture and under the SecuritiesIndenture; (2ii) immediately after giving effect to such transaction (and treating any indebtedness which becomes an obligation of the Successor Company as a result of such transaction as having been incurred by the Successor Company at the time of such transaction), no Default shall have occurred and be continuing; and and (3iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. The Successor Company shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, of the Company under this Indenture, and the predecessor Company (except in the case of a lease) shall be released from the obligation to pay the principal of and interest on the Securities.

When Company May Merge or Transfer Assets. The Company shall notnot consolidate with, while any of the Securities remain outstanding, consolidate or merge with or into any Person, other person or sell, leasetransfer, convey lease or otherwise dispose of all or substantially all of its assetsthe Company's assets on a consolidated basis, whether in a single transaction or assign any of its obligations under this Indenture or any a series of Securitiesrelated transactions, to any Personanother person or group of affiliated persons, other than to the Company's wholly owned Subsidiaries, unless: (a) either (1) the Person formed by Company shall be the continuing corporation or surviving such consolidation or merger (2) the person (if other than the Company), ) formed by such consolidation or to into which such sale, lease, conveyance the Company is merged or other disposition or arrangement the person which acquires the assets of the Company (i) shall be made (collectively, the “Successor Company”), is a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Successor Company assumes by supplemental indenture Trustee, in a form reasonably satisfactory to the Trustee Trustee, all of the obligations of the Company under the Notes and this Indenture and under the SecuritiesIndenture; (2b) immediately before or after giving effect on a pro forma basis to such transaction transaction, no Event of Default and no event which, after notice or lapse of time, would become an Event of Default, shall have occurred happened and be continuing; and (3c) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, transfer, sale or transfer and lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture (if any) indenture, comply with this Indenture. The Successor Company shall be the successor Article 5 and that all conditions precedent herein provided for relating to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Company (except in the case of a lease) shall be released from the obligation to pay the principal of and interest on the Securitiessuch transaction have been satisfied.

When Company May Merge or Transfer Assets. The Company shall not, while any of the Securities remain outstanding, not amalgamate or consolidate with or merge with or into any Personinto, or sellconvey, transfer or lease, convey in one transaction or otherwise dispose a series of transactions, all or substantially all of its assets, or assign any of its obligations under this Indenture or any series of Securities, assets to any Personperson, unless: (1a) the Person formed by resulting, surviving or surviving such consolidation or merger transferee person (if other than not the Company), or to which such sale, lease, conveyance or other disposition or arrangement ) shall be made (collectively, the “Successor Company”), is a corporation person organized and existing under the federal laws of Canada or the laws of any province thereof or the laws of the United States or of America, any State thereof or the District of Columbia and such person shall expressly assume by a supplemental Indenture, executed and delivered to the Successor Company assumes by supplemental indenture Trustee, in a form reasonably satisfactory to the Trustee Trustee, all of the obligations of the Company under this Indenture and under the Debt Securities; (2b) immediately after giving effect to such transaction or transactions, no Default shall have occurred and be continuing; and (3c) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of CounselCounsel (who may rely on such Officers' Certificate as to matters of fact), each stating that such amalgamation, consolidation, merger merger, conveyance, transfer or transfer lease and such supplemental indenture Indenture (if any) comply with this Indenture. The Successor Company resulting, surviving or transferee person shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenturethe Indenture relating to the Debt Securities, and but the predecessor Company (except Company, in the case of a conveyance, transfer or lease) , shall not be released from the obligation to pay the principal of and interest on the Debt Securities.

When Company May Merge or Transfer Assets. The Company shall not, while any of the Securities remain outstanding, not consolidate or merge with or into any Person, or sell, lease, convey or otherwise dispose of all or substantially all of its assets, or assign any of its obligations under this Indenture or any series of the Securities, to any Person, unless: (1) the Person formed by or surviving such consolidation or merger (if other than the Company), or to which such sale, lease, conveyance or other disposition or arrangement shall be made (collectively, the “"Successor Company”"), is a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia and the Successor Company assumes by supplemental indenture in a form reasonably satisfactory to the Trustee all of the obligations of the Company under this Indenture and under the Securities;; and (2) immediately after giving effect to such transaction no Default shall have occurred and be continuing; and (3) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. The Successor Company shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and but the predecessor Company (except in the case of a lease) conveyance, transfer or lease of all or substantially all of the Company's assets, shall not be released from the obligation to pay the principal of and interest on the Securities.