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

When Company May Merge or Transfer Assets. The Company shall not in a single transaction or a series of related transactions consolidate with or merge with or into any other Person, or sell, convey, transfer or lease all or substantially all of its property and assets to any Person, unless: (a) either (i) the Company is the continuing corporation, or (ii) the resulting, surviving or transferee Person (if other than the Company) is a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia and such corporation assumes, by a supplemental indenture in a form reasonably satisfactory to the Trustee, all of the Company’s obligations under the Securities and this Indenture; (b) immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing; (c) if as a result of such transaction the Securities become convertible into common stock or other securities issued by a third party, such third party fully and unconditionally guarantees all obligations of the Company or such successor under the Securities and this Indenture; and (d) the Company has delivered to the Trustee an Officer’s Certificate and Opinion of Counsel in accordance with Section 5.03.

When Company May Merge or Transfer Assets. The Company shall not in a single transaction or a series of related transactions consolidate with or merge with or into any other Personinto, or sell, convey, transfer or lease all or substantially all of its property properties and assets to any to, another Person, unless: (a) either (i) the Company is the continuing surviving corporation, or (ii) if the Company is not the surviving corporation, the resulting, surviving or transferee Person (if other than the “Successor Company”) is a corporation or limited liability company organized and existing under the laws of the United States, any state State thereof or the District of Columbia and such corporation Person expressly assumes, by a supplemental indenture in a form reasonably satisfactory to the Trustee, all of the Company’s obligations under the Securities Notes and this the Indenture; (b) immediately after giving effect to such transactionthe transaction described above, no Default or Event of Default Default, has occurred and is continuing; (c) if as a result of such transaction transaction, the Securities Notes become convertible into common stock or other securities issued by a third party, such third party fully and unconditionally guarantees all obligations of the Company or such successor the Successor Company, as applicable, under the Securities Notes and this the Indenture; and (d) the Company has delivered to the Trustee an Officer’s the Officers’ Certificate and Opinion of Counsel in accordance with pursuant to Section 5.03.