When Company or Guarantor May Merge or Transfer Assets. (a) The Company shall not (1) consolidate with or merge with or into any other Person (other than the Guarantor) or convey, transfer, sell or lease its properties and assets substantially as an entirety to any Person (other than the Guarantor), (2) permit any Person (other than the Guarantor) to consolidate with or merge into the Company, or (3) permit any Person (other than the Guarantor) to convey, transfer, sell or lease that Person’s properties and assets substantially as an entirety to the Company, unless: (i) in the case of (1) and (2) above, either (x) the Company shall be the surviving person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety is an entity organized and existing under the laws of the United States of America (including any State thereof or the District of Columbia), the United Kingdom, Ireland, the Cayman Islands, Bermuda or any country which is a member of the Organisation for Economic Co-operation and Development or the European Union and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture; (ii) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (iii) the Company shall have delivered to the Trustee an Officers’ Certificate stating that such consolidation, merger, conveyance, transfer, sale or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section 8.01 and that all conditions precedent herein provided for relating to such transaction have been satisfied. (b) The Guarantor shall not (1) consolidate with or merge with or into any other Person (other than the Company) or convey, transfer, sell or lease its properties and assets substantially as an entirety to any Person (other than the Company), (2) permit any Person (other than the Company) to consolidate with or merge into the Guarantor, or (3) permit any Person to convey, transfer, sell or lease that Person’s properties and assets substantially as an entirety to the Guarantor, unless: (i) in the case of (1) and (2) above, either (x) the Guarantor shall be the surviving person or (y) the Person (if other than the Guarantor) formed by such consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer or lease the properties and assets of the Guarantor substantially as an entirety is an entity organized and existing under the laws of the United States of America (including any State thereof or the District of Columbia), the United Kingdom, Ireland, the Cayman Islands, Bermuda or any country which is a member of the Organisation for Economic Co-operation and Development or the European Union and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee in form reasonably satisfactory to the Trustee, all of the obligations of the Guarantor under the Securities and this Indenture; (ii) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (iii) the Guarantor shall have delivered to the Trustee an Officers’ Certificate stating that such consolidation, merger, conveyance, transfer, sale or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section 8.01 and that all conditions precedent herein provided for relating to such transaction have been satisfied. (c) The successor Person formed by such consolidation or into which the Company or the Guarantor is merged or the successor Person to which such conveyance, transfer, sale or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or the Guarantor, as the case may be, under this Indenture with the same effect as if such successor had been named as the Company or Guarantor, respectively, herein; and thereafter, the Company or the Guarantor, as the case may be, shall be discharged from all obligations and covenants under this Indenture and the Securities. Subject to Section 9.03, the Company, the Guarantor, the Trustee and the successor Person shall enter into a supplemental indenture to evidence the succession and substitution of such successor Person and such discharge and release of the Company or the Guarantor.
Appears in 4 contracts
Samples: Indenture (Xl Group PLC), Indenture (Xl Group PLC), Indenture (XL Group Ltd.)
When Company or Guarantor May Merge or Transfer Assets. (a) The Guarantor may not, and may not permit the Company shall not (1) to, consolidate or amalgamate with or merge with or into any other Person (other than the Guarantora Subsidiary) or convey, transfer, sell or lease its properties and assets substantially as an entirety to any Person (other than the Guarantora Subsidiary), (2) or permit any Person (other than the Guarantora Subsidiary) to consolidate with or merge into the Guarantor or the Company, or (3) permit any Person (other than as the Guarantor) to convey, transfer, sell or lease that Person’s properties and assets substantially as an entirety to the Companycase may be, unless:
(i1) in either (a) the Guarantor or the Company, as the case of (1) and (2) abovemay be, either (x) the Company shall be the surviving person Person or (yb) the surviving Person (if other than the Company) formed by such consolidation or into which the Company is merged Guarantor or the Person which acquires by conveyanceCompany, transfer as the case may be) shall (1) be a corporation or lease the properties and assets of the Company substantially as an entirety is an entity limited liability company organized and existing under the laws of the United States of America (including America, any State thereof or state thereof, the District of Columbia), the United Kingdom, IrelandBermuda, the Cayman Islands, Bermuda Islands or any country which or state which, on the date of this Indenture or on the date of such transaction, is a member of the Organisation Organization for Economic Co-operation and Development or the European Union and shall (2) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company Guarantor or the Company, as the case may be, under the Securities or the Guarantee, as applicable, and this Indenture;
(ii2) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and
(iii3) the Company Guarantor or the Company, as the case may be, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer, sale or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section 8.01 and that all conditions precedent herein provided for relating to such transaction have been satisfied.
(b) . The Guarantor shall not (1) consolidate with or merge with or into any other surviving Person (other than the Company) or convey, transfer, sell or lease its properties and assets substantially as an entirety to any Person (other than the Company), (2) permit any Person (other than the Company) to consolidate with or merge into the Guarantor, or (3) permit any Person to convey, transfer, sell or lease that Person’s properties and assets substantially as an entirety to the Guarantor, unless:
(i) in the case of (1) and (2) above, either (x) the Guarantor shall be the surviving person or (y) the Person (if other than the Guarantor) formed by such consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer or lease the properties and assets of the Guarantor substantially as an entirety is an entity organized and existing under the laws of the United States of America (including any State thereof or the District of Columbia), the United Kingdom, Ireland, the Cayman Islands, Bermuda or any country which is a member of the Organisation for Economic Co-operation and Development or the European Union and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee in form reasonably satisfactory to the Trustee, all of the obligations of the Guarantor under the Securities and this Indenture;
(ii) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and
(iii) the Guarantor shall have delivered to the Trustee an Officers’ Certificate stating that such consolidation, merger, conveyance, transfer, sale or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section 8.01 and that all conditions precedent herein provided for relating to such transaction have been satisfied.
(c) The successor Person formed by such consolidation or into which the Company or the Guarantor is merged or the successor Person to which such conveyance, transfer, sale or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company Guarantor or the GuarantorCompany, as the case may be, under this Indenture with the same effect as if such successor had been named as the Company Guarantor or Guarantorthe Company, respectivelyas the case may be, herein; and thereafter, the Company Guarantor or the GuarantorCompany, as the case may be, shall be discharged from all obligations and covenants under this Indenture and the SecuritiesSecurities or the Guarantee, as the case may be. Subject to Section 9.03, the Company, the Guarantor, the Trustee and the successor Person shall enter into a supplemental indenture to evidence the succession and substitution of such successor Person and such discharge and release of the Company Guarantor or the GuarantorCompany, as the case may be.
Appears in 3 contracts
Samples: Indenture (Arch Capital Group Ltd.), Indenture (Arch Capital Group (U.S.) Inc.), Indenture (Arch Capital Group Ltd.)
When Company or Guarantor May Merge or Transfer Assets. (a) The Company Guarantor shall not, and shall not (1) permit the Company to, consolidate or amalgamate with or merge with or into any other Person (other than the Guarantora Subsidiary) or convey, transfer, sell or lease its properties and assets substantially as an entirety to any Person (other than the Guarantor), (2) permit any Person (other than the Guarantor) to consolidate with or merge into the Company, or (3) permit any Person (other than the Guarantor) to convey, transfer, sell or lease that Person’s properties and assets substantially as an entirety to the Company, unless:
(i) in the case of (1) and (2) above, either (x) the Company shall be the surviving person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety is an entity to any Person (other than a Subsidiary), or permit any Person to consolidate with or merge into the Guarantor or the Company, as the case may be, unless:
(1) either (a) the Guarantor or the Company, as the case may be, shall be the surviving Person or (b) the surviving Person (if other than the Guarantor or the Company, as the case may be) shall (1) be a corporation or limited liability company organized and existing under the laws of the United States of America (including America, any State thereof or state thereof, the District of Columbia), the United Kingdom, IrelandBermuda, the Cayman Islands, Bermuda Islands or any country which or state which, on the date of this Indenture or on the date of such transaction, is a member of the Organisation Organization for Economic Co-operation and Development or the European Union and shall (2) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company Guarantor or the Company, as the case may be, under the Securities or the Guarantee, as applicable, and this Indenture;
(ii2) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and
(iii3) the Company Guarantor or the Company, as the case may be, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer, sale or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section 8.01 and that all conditions precedent herein provided for relating to such transaction have been satisfied.
(b) . The Guarantor shall not (1) consolidate with or merge with or into any other surviving Person (other than the Company) or convey, transfer, sell or lease its properties and assets substantially as an entirety to any Person (other than the Company), (2) permit any Person (other than the Company) to consolidate with or merge into the Guarantor, or (3) permit any Person to convey, transfer, sell or lease that Person’s properties and assets substantially as an entirety to the Guarantor, unless:
(i) in the case of (1) and (2) above, either (x) the Guarantor shall be the surviving person or (y) the Person (if other than the Guarantor) formed by such consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer or lease the properties and assets of the Guarantor substantially as an entirety is an entity organized and existing under the laws of the United States of America (including any State thereof or the District of Columbia), the United Kingdom, Ireland, the Cayman Islands, Bermuda or any country which is a member of the Organisation for Economic Co-operation and Development or the European Union and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee in form reasonably satisfactory to the Trustee, all of the obligations of the Guarantor under the Securities and this Indenture;
(ii) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and
(iii) the Guarantor shall have delivered to the Trustee an Officers’ Certificate stating that such consolidation, merger, conveyance, transfer, sale or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section 8.01 and that all conditions precedent herein provided for relating to such transaction have been satisfied.
(c) The successor Person formed by such consolidation or into which the Company or the Guarantor is merged or the successor Person to which such conveyance, transfer, sale or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company Guarantor or the GuarantorCompany, as the case may be, under this Indenture with the same effect as if such successor had been named as the Company Guarantor or Guarantorthe Company, respectivelyas the case may be, herein; and thereafter, the Company Guarantor or the GuarantorCompany, as the case may be, shall be discharged from all obligations and covenants under this Indenture and the SecuritiesSecurities or the Guarantee, as the case may be. Subject to Section 9.03, the Company, the Guarantor, the Trustee and the successor Person shall enter into a supplemental indenture to evidence the succession and substitution of such successor Person and such discharge and release of the Company Guarantor or the GuarantorCompany, as the case may be.”
Appears in 1 contract
Samples: First Supplemental Indenture (Arch Capital Group Ltd.)
When Company or Guarantor May Merge or Transfer Assets. (a) The Company Guarantor shall not, and shall not permit the Company to, in one or more related transactions, (1) consolidate or amalgamate with or merge with or into any other Person (other than the Guarantor) or convey, transfer, sell or lease its properties and assets substantially as an entirety to any Person (other than the Guarantor)Person, or (2) permit any Person (other than the Guarantor) to consolidate or amalgamate with or merge into the Guarantor or the Company, or (3) permit any Person (other than the Guarantor) to convey, transfer, sell or lease that Person’s 's properties and assets substantially as an entirety to the Guarantor or the Company, as the case may be, unless:
(ia) in the case of (1) and (2) above, either (x) if the Company shall be Guarantor or the Company, as the case may be, is not the surviving person or (y) the person, such Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety is an entity a corporation organized and existing under the laws of the United States of America (including America, any State thereof or the District of Columbia), the United Kingdom, Ireland, the Cayman Islands, Bermuda or any country which is is, on the date of this Indenture, a member of the Organisation for Economic Co-operation and Development or the European Union and shall will expressly assume, by an supplemental indenture supplemental hereto, executed and delivered to the Trustee satisfactory in form reasonably satisfactory to the Trustee, the due and punctual payment pursuant to the Securities, this Indenture and the Guarantee of the principal of, any premium and interest on and any Additional Amounts with respect to all of the Securities issued thereunder, and the performance of all applicable obligations of under this Indenture, the Company under Guarantee and the Securities and this Indenture;issued thereunder; and
(iib) immediately after giving effect to such transaction, and treating any Indebtedness which becomes an obligation of the Company, the Guarantor or a designated Subsidiary as a result of such transactions as having been incurred by the Company, the Guarantor or such designated Subsidiary at the time of such transaction, no Event of Default, and no event thatwhich, after the giving of notice or lapse of time time, or both, would become an Event of Default, shall have occurred and be continuing; and
(iiic) each of the Company shall and the Guarantor have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer, sale transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, indenture comply with this Section 8.01 Article and that all conditions precedent herein provided for relating to such transaction have been satisfied.
(b) The complied with. Upon any consolidation or amalgamation of the Company or the Guarantor shall not (1) consolidate with with, or merge with merger of the Company or into the Guarantor into, any other Person (other than the Company) or conveyany conveyance, transfer, sell sale, lease or lease its properties and assets substantially as an entirety to any Person (other than the Company), (2) permit any Person (other than the Company) to consolidate with or merge into the Guarantor, or (3) permit any Person to convey, transfer, sell or lease that Person’s properties and assets substantially as an entirety to the Guarantor, unless:
(i) in the case disposition of (1) and (2) above, either (x) the Guarantor shall be the surviving person or (y) the Person (if other than the Guarantor) formed by such consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer or lease the properties and assets of the Guarantor substantially as an entirety is an entity organized and existing under the laws of the United States of America (including any State thereof or the District of Columbia), the United Kingdom, Ireland, the Cayman Islands, Bermuda or any country which is a member of the Organisation for Economic Co-operation and Development or the European Union and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee in form reasonably satisfactory to the Trustee, all of the obligations of the Guarantor under the Securities and this Indenture;
(ii) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and
(iii) the Guarantor shall have delivered to the Trustee an Officers’ Certificate stating that such consolidation, merger, conveyance, transfer, sale or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Section 8.01 and that all conditions precedent herein provided for relating to such transaction have been satisfied.
(c) The successor Person formed by such consolidation or into which the Company or the Guarantor is merged or in accordance with this Article, the successor Person to which such conveyance, transfer, sale or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or the Guarantor, as the case may be, under this Indenture Indenture, the Securities and the Guarantee with the same effect as if such successor had been named as the Company or Guarantor, respectively, herein; and thereafter, the Company or the Guarantor, as the case may be, herein and therein, and thereafter, except in the case of a lease, the predecessor Person shall be discharged from relieved of all obligations and covenants under this Indenture Indenture, the Guarantee and the Securities. Subject to Section 9.03, the Company, the Guarantor, the Trustee and the successor Person shall enter into a supplemental indenture to evidence the succession and substitution of such successor Person and such discharge and release of the Company or the Guarantor.ARTICLE NINE AMENDMENTS & SUPPLEMENTAL INDENTURES
Appears in 1 contract
Samples: Indenture (Xl Capital LTD)