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

When Subsidiary Guarantor May Merge or Transfer Assets. (a) In addition, so long as any of the Existing Debt Agreements remain in effect, the Company will not permit any Subsidiary Guarantor to become a party to any consolidation, amalgamation, merger or statutory share exchange (other than with another Subsidiary Guarantor), or sell, lease, transfer, convey or otherwise dispose of all or substantially all of its properties or assets in one or a series of related transactions to another Person (other than another Subsidiary Guarantor) whether or not affiliated with such Subsidiary Guarantor unless: (a) the resulting, surviving or transferee Person will be a corporation or a limited liability company organized and existing under the laws of Bermuda, any member state of the European Union that was a member of the European Union as of the Closing Date, or the United States, any state thereof or the District of Columbia and such Person (if not the Subsidiary Guarantor) will expressly assume all the obligations of such Subsidiary Guarantor under the Notes and this Indenture, including the Subsidiary Guarantee of such Subsidiary Guarantor, pursuant to a supplemental indenture executed and delivered to the Trustee in a form and substance reasonably satisfactory to the Trustee; (b) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, statutory share exchange, sale, lease, transfer, conveyance or other disposition and such supplemental indenture (if any) comply with this Indenture; or (2) the transaction or series of related transactions is made in compliance with the Existing Debt Agreements. The Person formed by or surviving such consolidation, amalgamation, merger or statutory share exchange (if other than the Subsidiary Guarantor) or the Person to which such sale, lease, transfer, conveyance or other disposition shall have been made will succeed to, and be substituted for, and may exercise every right and power of, such Subsidiary Guarantor under this Indenture, but in the case of a lease of all or substantially all of its assets, such Subsidiary Guarantor will not be released from its obligation under its Subsidiary Guarantee to pay the principal of, and interest on the Notes in the event of a Default.

When Subsidiary Guarantor May Merge or Transfer Assets. (a) In addition, so long as any of the Existing Debt Agreements remain in effect, the Company will not permit any Subsidiary Guarantor to become a party to consolidate with, amalgamate with or merge with or into any consolidation, amalgamation, merger or statutory share exchange Person (other than with another Subsidiary Guarantor), or sell, leaseassign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or a series of related transactions to to, another Person (other than another Subsidiary Guarantor) whether or not affiliated with such Subsidiary Guarantor unless: (a) the resulting, surviving or transferee Person will be a corporation or a limited liability company organized and existing under the laws of Bermuda, any member state of the European Union that was a member of the European Union as of the Closing Date, or the United States, any state thereof or the District of Columbia and such Person (if not the Subsidiary Guarantor) will expressly assume all the obligations of such Subsidiary Guarantor under the Notes and this Indenture, including the Subsidiary Guarantee of such Subsidiary Guarantor, pursuant to a supplemental indenture executed and delivered to the Trustee in a form and substance reasonably satisfactory to the Trustee; (b) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or series transferee Person or any Restricted Subsidiary as a result of related transactionssuch transaction as having been Incurred by such Person or Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (c) the Company will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, statutory share exchange, sale, lease, transfer, conveyance merger or other disposition transfer and such supplemental indenture (if any) comply with this Indenturethe indenture; or (2) the transaction or series of related transactions is made in compliance with the Existing Debt Agreements. The Person formed by or surviving such consolidation, amalgamation, amalgamation or merger or statutory share exchange (if other than the Subsidiary Guarantor) or the Person to which such sale, leaseassignment, transfer, lease, conveyance or other disposition shall have been made will succeed to, and be substituted for, and may exercise every right and power of, such Subsidiary Guarantor under this Indenture, but in the case of a lease of all or substantially all of its assets, such Subsidiary Guarantor will not be released from its obligation under its Subsidiary Guarantee to pay the principal of, and interest on the Notes in the event of a Defaultdefault as described above.