Common use of When the Company May Merge, Etc Clause in Contracts

When the Company May Merge, Etc. The Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any Person (other than with or into the Guarantor or any Subsidiary of the Guarantor), or permit any Person to merge with or into the Company unless: (a) either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Securities and under this Indenture and the Company shall have delivered to the Trustee an Opinion of Counsel stating that such consolidation, merger, conveyance, transfer, lease or other disposition and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of the Company or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; and (b) the Company shall have delivered to the Trustee an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing and that all conditions precedent provided for herein relating to such transaction have been complied with.

When the Company May Merge, Etc. The Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any Person (other than with or into the Guarantor or any Subsidiary of the Guarantor), ) or permit any Person to merge with or into the Company unless: (a) either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Securities and under this Indenture and the Company shall have delivered to the Trustee an Opinion of Counsel stating that such consolidation, merger, conveyance, transfer, lease merger or other disposition transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of the Company or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; and (b) the Company shall have delivered to the Trustee an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing and that all conditions precedent provided for herein relating an Opinion of Counsel as to such transaction have been complied withthe matters set forth in Section 5.01(a)(y).

When the Company May Merge, Etc. The Company shall not amalgamate with, consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any Person (other than with or into the Guarantor or any Subsidiary of the Guarantor), ) or permit any Person to amalgamate with, consolidate with or merge with or into the Company unless: (a) either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is amalgamated or merged or that acquired or leased such property and assets of the Company shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Convertible Securities and under this Indenture and any applicable indenture supplemental hereto and the Company shall have delivered to the Trustee an Opinion of Counsel stating that such consolidation, mergeramalgamation, conveyance, transfer, lease merger or other disposition transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of the Company or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; and (b) the Company shall have delivered to the Trustee an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing and that all conditions precedent provided for herein relating an Opinion of Counsel as to such transaction have been complied withthe matters set forth in Section 5.01(a)(y).

When the Company May Merge, Etc. The Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any Person (other than with or into the Guarantor Credit Suisse Group or any Subsidiary of the Guarantor), Subsidiary) or permit any Person to merge with or into the Company unless: (a) either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Securities and under this Indenture and the Company shall have delivered to the Trustee an Opinion of Counsel stating that such consolidation, merger, conveyance, transfer, lease merger or other disposition transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of the Company or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; and (b) the Company shall have delivered to the Trustee an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing and that all conditions precedent provided for herein relating an Opinion of Counsel as to such transaction have been complied withthe matters set forth in Section 5.01(a)(y).

When the Company May Merge, Etc. The Company shall not consolidate with, merge with or into, merge into any other Person or sell, convey, transfer, lease convey or otherwise dispose of transfer all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or determined on a series of related transactionsconsolidated basis) toto any Person, any Person (other than with or into the Guarantor or any Subsidiary of the Guarantor), or permit any Person to merge with or into the Company unless: (a) either (xi) in the case of a consolidation or merger, the Company shall be the continuing or surviving Person or (yii) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired the Person which acquires by conveyance or leased such property and transfer the assets of the Company substantially as an entirety (the “Successor Company”) shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume, by a an indenture supplemental indenturehereto, executed and delivered to the Trustee, all the due and punctual payment of the obligations principal of and interest, if any, on all the Securities and the performance or observance of every covenant of this Indenture of the part of the Company on all of the Securities and under this Indenture and the Company shall have delivered to the Trustee an Opinion of Counsel stating that such consolidation, merger, conveyance, transfer, lease be performed or other disposition and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of the Company or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; andobserved; (b) the Company shall have delivered to the Trustee an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default Event of Default, and no Default, shall have occurred happened and be continuing continuing; and (c) the Company or the Successor Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger, sale, conveyance or transfer and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for herein relating to such transaction have been complied with.

When the Company May Merge, Etc. The Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any Person (other than with or into the Guarantor or any Subsidiary of the Guarantor), ) or permit any Person to merge with or into the Company unless: (a) either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Securities and under this Indenture and the Company shall have delivered to the Trustee an Opinion of Counsel stating that such consolidation, merger, conveyance, transfer, lease merger or other disposition transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of the Company or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; and (b) the Company shall have delivered to the Trustee an Officers’ ' Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing and that all conditions precedent provided for herein relating an Opinion of Counsel as to such transaction have been complied withthe matters set forth in Section 5.01(a)(y).

When the Company May Merge, Etc. The Except as may be otherwise provided as contemplated by Section 3.01 relating to Securities of a series, the Company shall not consolidate with, or merge with or into, any other Person (whether or sellnot the Company shall be the surviving corporation or entity), or convey, transfer, transfer or lease or otherwise dispose of all or substantially all of its property properties and assets (as an entirety or substantially as an entirety to any Person or group of affiliated Persons, in one transaction or a series of related transactions) to, any Person (other than with or into the Guarantor or any Subsidiary of the Guarantor), or permit any Person to merge with or into the Company unless: (a1) either (x) the Company shall be the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or with which or into which the Company is merged or that acquired the Person (or leased such property group of affiliated Persons) to which all or substantially all the properties and assets of the Company as an entirety or substantially as an entirety are conveyed, transferred or leased shall be a corporation or other entity (or group of affiliated corporations or entities) organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by a operation of law or by an indenture supplemental indenturehereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company on all of under the Securities and under this Indenture and the Company shall have delivered to the Trustee an Opinion of Counsel stating that such consolidation, merger, conveyance, transfer, lease or other disposition and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of the Company or such successor enforceable against such entity in accordance with its terms, subject to customary exceptionsIndenture; and (b2) the Company shall have delivered to the Trustee an Officers’ Certificate to the effect that immediately after giving effect to such transactiontransaction or series of related transactions, no Default Event of Default, and no Default, shall have occurred and be continuing continuing. Notwithstanding the foregoing, the Company may consolidate with, or merge with or into, an Affiliate incorporated for the purpose of incorporating the Company in another jurisdiction of the United States of America or any State thereof or the District of Columbia without complying with the requirement that, immediately after giving effect to the transaction or series of related transactions, there is no Default and that no Event of Default continuing. Notwithstanding the foregoing, (a) the Company may convey, transfer or lease all conditions precedent provided or substantially all of its properties and assets as an entirety to any Subsidiary or Subsidiaries, in one transaction or a series of related transactions, and (b) the transfer by the Company, in a single transaction or series of transactions, of all or substantially all of its cash, cash equivalents and marketable securities of non-affiliates for herein relating which the Company receives fair market value, as determined by the Company's Board of Directors, will not constitute a sale of all or substantially all of the Company's assets. If the Company consolidates with or merges into any other corporation or entity or conveys, transfers or leases all or substantially all of its property and assets as described in the preceding paragraph, the successor corporation or entity succeeds to such transaction have been complied withand is substituted for the Company, and may exercise its rights and powers under this Indenture, then thereafter, except in the case of a lease, the Company will be relieved of all obligations and covenants under this Indenture and all outstanding debt securities.

When the Company May Merge, Etc. The Company shall not may not, in a single transaction or through a series of related transactions, consolidate with, or merge with or intointo any other Person, or, directly or indirectly, sell, convey, transfer or lease all or substantially all of its consolidated assets to another Person or group of affiliated Persons, except that the Company may consolidate or merge with, or sell, convey, transfer, transfer or lease or otherwise dispose of all or substantially all of its property and consolidated assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any another Person (other than with or into the Guarantor or any Subsidiary of the Guarantor), or permit any Person to merge with or into the Company unlessif: (a) either either: (xi) the Company shall be the surviving or continuing Person or corporation, or (yii) the Person corporation formed by or surviving any such consolidation or merger or combination (if other than the Company) formed or the corporation which acquires by such consolidation sale, assignment, transfer, lease, conveyance or into which other disposition all or substantially all of the Company is merged or that acquired or leased such property consolidated properties and assets of the Company Company 1. shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and 2. shall expressly assumeassume the due and punctual payment of the principal of, and interest on all the Debentures and the performance of every covenant of the Company under the Debentures and this Indenture, including, without limitation, modifications to rights of holders to cause the repurchase of Debentures upon a Fundamental Change in accordance with Section 3.03(c) and conversion rights in accordance with Section 12.06 to the extent required by such Sections, pursuant to a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Securities and under this Indenture and the Company shall have delivered to the Trustee an Opinion of Counsel stating that such consolidation, merger, conveyance, transfer, lease or other disposition and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of the Company or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; and; (b) the Company shall have delivered to the Trustee an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default and no Event of Default shall have occurred and be continuing continuing; and (c) the Company or such Person shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger, combination, sale, assignment, disposition, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the provisions of this Indenture and that all conditions precedent provided for herein in this Indenture relating to such transaction have been complied withsatisfied. For purposes of this Section 5.01, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the consolidated properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the consolidated properties and assets of the Company.

When the Company May Merge, Etc. The Company shall will not consolidate with, or merge with or intointo (whether or not the Company is the surviving corporation), or sell, conveyassign, transfer, lease lease, convey or otherwise dispose of all or substantially all of its property and properties or assets (determined on a consolidated basis for the Company and its Subsidiaries taken as an entirety or substantially as an entirety a whole), in one transaction or a series of more related transactions) to, any to another Person or entity (other than with or into a merger between the Guarantor or Company and any Wholly Owned Subsidiary of the Guarantor), or permit any Person to merge with or into the Company Company) unless: (a) either (x) the Company shall be survives such merger or such Person is a corporation organized and existing under the continuing Person or (y) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets laws of the Company shall United States of America, one of the states thereof or the District of Columbia, and expressly assume, assumes by a supplemental indenture, executed and delivered to the Trustee, indenture all of the obligations of under the Company on Securities, the Indenture, the Registration Rights Agreement, and all of the Securities and under this Indenture and the Company shall have delivered to the Trustee an Opinion of Counsel stating that such consolidation, merger, conveyance, transfer, lease or other disposition and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of the Company or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; andagreements pertaining thereto, (b) the Company shall have delivered to the Trustee an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing continuing, and 39 33 (c) immediately after giving effect to such transaction, the Consolidated Net Worth of the resulting, surviving corporation is not less than that of the Company immediately before the transaction. The Company shall deliver to the Trustee before the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel to the effect that such merger, sale, assignment, transfer, lease, conveyance or other disposition and, if applicable, such Supplemental Indenture, comply with this Indenture and all conditions precedent provided for herein relating to such transaction merger, sale, assignment, transfer, lease, conveyance or other disposition have been complied withsatisfied. The Trustee shall be entitled to rely conclusively upon such Officers' Certificate and Opinion of Counsel.