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 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 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 Officer’s 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 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 assets to to, any Person, unless: (1a) 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 ") 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 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; (2b) immediately after giving effect to such transaction on a pro forma basis, no Default shall have occurred and be continuing; and (3c) the Company shall have delivered to the Trustee an Officer’s 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 shall not 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 notmay not consolidate, while any of the Securities remain outstanding, consolidate combine with or merge with or into any other Person, or in a transaction in which it is not the surviving corporation, sell, leaseconvey, convey transfer or otherwise dispose of lease all or substantially all of its properties and assets to any Person, successor Person unless: (1) the Person formed by successor, purchasing, transferring or surviving such consolidation or merger (leasing Person, if other than the Company), or to which such sale, lease, conveyance or other disposition shall be made (collectively, the “Successor Company”)any, is a corporation corporation, limited liability company, partnership, trust or other entity organized and existing under the laws of the United States or States, any State thereof or the District of Columbia (the "Successor Person") and the Successor Company expressly 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 Securitiesby a supplemental indenture as provided in Section 5.11; (2) immediately after giving effect to such transaction transaction, no Default or Event of Default shall have occurred and be continuing; and (3) the Company shall have delivered to the Trustee an Officer’s Officers's Certificate and an Opinion of Counsel, each stating that such consolidation, merger combination, merger, conveyance, sale, transfer or transfer lease and such supplemental indenture (if any) comply with this Indenture. ; The Successor Company Person 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 but the predecessor Company (except in the case of a lease) sale, conveyance, transfer or lease shall not be released from the obligation to pay the principal of and interest on the Securities.