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

When Company May Merge or Transfer Assets. The Company shall not consolidate with or merge with or into, or convey or otherwise transfer, or lease, its assets as an entirety (or substantially as an entirety) to, any person, unless: (i) the resulting, surviving or transferee person (if not the Company) shall be a person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; (ii) immediately after giving effect to such transaction (and treating any Debt, other than Debt referred to in clause (2) of Section 3.03, which becomes an obligation of the resulting, surviving or transferee person as a result of such transaction as having been incurred by such person at the time of such transaction and, in the case of Debt of the type described in clause (1) of Section 3.03, the relevant acquisition, construction or improvement as having then occurred no Default shall have happened and be continuing; and (iii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, transfer, or lease and such supplemental indenture (if any) comply with this Indenture.

When Company May Merge or Transfer Assets. (a) The Company shall not consolidate with or merge with or into, or convey convey, transfer or otherwise transfer, lease all or lease, substantially all its assets as an entirety (or substantially as an entirety) to, any personPerson, unless: (i) the resulting, surviving or transferee person Person (if not the “Successor Company”) shall be a person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Company as the case may be) shall expressly assume, by an a supplemental indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Securities Notes and this Indenture; ; (ii) immediately after giving effect to such transaction (and treating any Debt, other than Debt referred to in clause (2) of Section 3.03, indebtedness which becomes an obligation of the resulting, surviving or transferee person Successor Company as a result of such transaction as having been incurred by such person the Successor Company at the time of such transaction andtransaction), in the case of Debt of the type described in clause (1) of Section 3.03, the relevant acquisition, construction or improvement as having then occurred no Default shall have happened occurred and be continuing; and (iii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, transfer, or lease and such supplemental indenture (if any) comply with this Indenture.