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

When the Company May Merge, Etc. The Company may not consolidate with or merge with or into, or sell, convey, transfer or lease its properties and assets as an entirety or substantially as an entirety (either in one transaction or a series of transactions) to, any Person unless: (1) the Person formed by or surviving such consolidation or merger or to which such sale, conveyance, transfer or lease shall have been made (the "Successor") if other than the Company, (a) is organized and existing under the laws of the United States of America or any State thereof or the District of Columbia, and (b) shall expressly assume by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Debentures and the Indenture; (2) immediately prior to and after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Person or any Subsidiary as a result of such transaction as having been incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (3) the Company delivers to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and such supplemental indenture comply with this Indenture. The Successor will be the successor to the Company, and will be substituted for, and may exercise every right and power and become the obligor on the Debentures with the same effect as if the Successor had been named as the Company herein but, in the case of a sale, conveyance, transfer or lease of all or substantially all of the assets of the Company, the predecessor Company will not be released from its obligation to pay the principal of and premium, if any, and interest on the Debentures.

When the Company May Merge, Etc. (a) The Company may not consolidate with or merge with or into, or sell, convey, transfer or lease its properties and assets as an entirety or substantially as an entirety (either in one transaction or a series of transactions) to, to any Person and no Person shall consolidate or merge with or into the Company, or sell, convey, transfer or lease its properties and assets as an entirety or substantially as an entirety (either in one transaction or a series of transactions) to the Company unless: (1) the Person formed by or surviving such consolidation or merger or to which such sale, conveyance, transfer or lease shall have been made (the "“Successor"”) if other than the Company, (ai) is organized and existing under the laws of the United States of America or any State state thereof or the District of Columbia, and (bii) shall expressly assume by a supplemental indentureJunior Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Debentures and the this Junior Indenture; (2) immediately prior to and after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Person or any Subsidiary as a result of such transaction as having been incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; (3) such transaction is permitted under the Trust III Agreement (if applicable) and does not give rise to a breach or violation of the Trust III Agreement (if applicable); and (34) the Company delivers to the Trustee an Officer's ’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and such supplemental indenture comply Junior Indenture complies with this Junior Indenture. . (b) The Successor will be the successor to the Company, and will be substituted for, and may exercise every right and power and become the obligor on the Debentures Debentures, with the same effect as if the Successor had been named as the Company herein but, in the case of a sale, conveyance, transfer or lease of all or substantially all of the assets of the Company, the predecessor Company will not be released from its obligation to pay the principal of and premium, if any, and interest on the Debentures.

When the Company May Merge, Etc. (a) The Company may not consolidate with or merge with or into, or sell, convey, transfer or lease its properties and assets as an entirety or substantially as an entirety (either in one transaction or a series of transactions) to, to any Person and no Person shall consolidate or merge with or into the Company, or sell, convey, transfer or lease its properties and assets as an entirety or substantially as an entirety (either in one transaction or a series of transactions) to the Company unless: (1) the Person formed by or surviving such consolidation or merger or to which such sale, conveyance, transfer or lease shall have been made (the "Successor") if other than the Company, (ai) is organized and existing under the laws of the United States of America or any State state thereof or the District of Columbia, and (bii) shall expressly assume by a supplemental indentureJunior Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Debentures and the this Junior Indenture; (2) immediately prior to and after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Person or any Subsidiary as a result of such transaction as having been incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; (3) such transaction is permitted under the Trust II Agreement (if applicable) and does not give rise to a breach or violation of the Trust II Agreement (if applicable); and (34) the Company delivers to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and such supplemental indenture comply Junior Indenture complies with this Junior Indenture. . (b) The Successor will be the successor to the Company, and will be substituted for, and may exercise every right and power and become the obligor on the Debentures Debentures, with the same effect as if the Successor had been named as the Company herein but, in the case of a sale, conveyance, transfer or lease of all or substantially all of the assets of the Company, the predecessor Company will not be released from its obligation to pay the principal of and premium, if any, and interest on the Debentures.

When the Company May Merge, Etc. (a) The Company may not consolidate with or merge with or into, or sell, convey, transfer or lease its properties and assets as an entirety or substantially as an entirety (either in one transaction or a series of transactions) to, to any Person and no Person shall consolidate or merge with or into the Company, or sell, convey, transfer or lease its properties and assets as an entirety or substantially as an entirety (either in one transaction or a series of transactions) to the Company unless: (1) the Person formed by or surviving such consolidation or merger or to which such sale, conveyance, transfer or lease shall have been made (the "Successor") if other than the Company, (ai) is organized and existing under the laws of the United States of America or any State state thereof or the District of Columbia, and (bii) shall expressly assume by a supplemental indentureJunior Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Debentures and the this Junior Indenture; (2) immediately prior to and after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Person or any Subsidiary as a result of such transaction as having been incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; (3) such transaction is permitted under the Trust I Agreement (if applicable) and does not give rise to a breach or violation of the Trust I Agreement (if applicable); and (34) the Company delivers to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and such supplemental indenture comply Junior Indenture complies with this Junior Indenture. . (b) The Successor will be the successor to the Company, and will be substituted for, and may exercise every right and power and become the obligor on the Debentures Debentures, with the same effect as if the Successor had been named as the Company herein but, in the case of a sale, conveyance, transfer or lease of all or substantially all of the assets of the Company, the predecessor Company will not be released from its obligation to pay the principal of and premium, if any, and interest on the Debentures.

When the Company May Merge, Etc. The Company may not consolidate with or merge with or into, or sell, convey, transfer or lease its properties and assets as an entirety or substantially as an entirety (either in one transaction or a series of transactions) to, any Person unless: (1) the Person formed by or surviving such consolidation or merger or to which such sale, conveyance, transfer or lease shall have been made (the "Successor") if other than the Company, Company (a) is a corporation organized and existing under the laws of the United States of America or any State thereof or the District of Columbia, and (b) shall expressly assume by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Debentures and the Indenture; (2) immediately prior to and after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Person or any Subsidiary as a result of such transaction as having been incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (3) the Company delivers to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and such supplemental indenture comply with this Indenture. The Successor will be the successor to the Company, and will be substituted for, and may exercise every right and power and become the obligor on the Debentures with the same effect as if the Successor had been named as the Company herein but, in the case of a sale, conveyance, transfer or lease of all or substantially all of the assets of the Company, the predecessor Company will not be released from its obligation to pay the principal of and premium, if any, and interest on the Debentures.

When the Company May Merge, Etc. The Company may not not, in a single transaction or series of related transactions, consolidate with or merge with or intointo (whether or not the Company is the surviving corporation), or sell, assign, transfer, convey, transfer lease or lease otherwise dispose of all or substantially all of its properties and or assets to another corporation, person or entity as an entirety or substantially as an entirety unless: (either in one transaction a) either: (i) the Company shall be the surviving or a series continuing corporation; or (ii) the entity or person formed by or surviving any such consolidation or into which the Company is merged (if other than the Company) or the entity or person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of transactions) to, any Person unlessthe Company as an entirety or substantially as an entirety shall: (1) the Person formed by or surviving such consolidation or merger or to which such sale, conveyance, transfer or lease shall have been made (the "Successor") if other than the Company, (a) is be a corporation organized and validly existing under the laws of the United States of America or any State thereof or the District of Columbia; and (2) expressly assume, and (b) shall expressly assume by a supplemental indentureindenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee, in form satisfactory to the Trusteedue and punctual payment of the principal of or premium, if any, and interest on, all of the obligations Notes and the performance of every covenant of the Notes and this Indenture on the part of the Company under to be performed or observed, including, without limitation, modifications to rights of holders to cause the Debentures repurchase of Notes upon a Fundamental Change in accordance with the penultimate paragraph of Section 4.6 and conversion rights in accordance with Section 12.6 to the Indentureextent required by such Sections; (2b) immediately prior to and after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Person or any Subsidiary as a result of such transaction as having been incurred by such Person or such Subsidiary at the time of such transaction), no Default or and no Event of Default 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 (3c) the Company delivers or such person shall have delivered to the Trustee an Officer's Officers' Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger, sale, assignment, transfer, conveyance, transfer lease or lease and other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, comply with this Indentureprovision of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. The Successor will be For purposes of this Section 5.1, the successor to the Companysale, and will be substituted forassignment, and may exercise every right and power and become the obligor on the Debentures with the same effect as if the Successor had been named as the Company herein but, in the case of a saletransfer, conveyance, transfer lease or lease other disposition, 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 properties and assets of the Company, shall be deemed to be the predecessor Company will not be released from its obligation to pay transfer of all or substantially all of the principal properties and assets of and premium, if any, and interest on the DebenturesCompany.

When the Company May Merge, Etc. The Company may not consolidate with or merge with or into, or sell, convey, transfer or lease its properties and assets as an entirety or substantially as an entirety (either in one transaction or a series of transactions) to, any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the Company, unless: (1a) the Person formed by or surviving such consolidation or merger or to which such sale, conveyance, transfer or lease shall have been made (the "Successor") if other than the Company, Company (ai) is organized and existing under the laws of the United States of America or any State state thereof or the District of Columbia, and (bii) shall expressly assume by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Debentures Debentures, this Indenture and the IndentureGuarantees; (2b) immediately prior to and after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Person or any Subsidiary as a result of such transaction as having been incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (3c) the Company delivers to the Trustee an Officer's Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and such supplemental indenture comply with this Indenture. The Successor will be the successor to the Company, and will be substituted for, and may exercise every right and power and become the obligor on the Debentures with the same effect as if the Successor had been named as the Company herein but, in the case of a sale, conveyance, transfer or lease of all or substantially all of the assets of the Company, the predecessor Company will not be released from its obligation to pay the principal of and premium, if any, and interest on the Debentures.

When the Company May Merge, Etc. The Company may not consolidate with or (a) merge with or intointo or consolidate with, or (b) sell, conveyassign, transfer transfer, lease or lease convey all or substantially all of its properties and assets as an entirety or substantially as an entirety (either in one transaction or a series of transactions) to, any Person, other than with respect to this clause (b), a direct or indirect wholly-owned subsidiary of the Company, and no Person shall (x) merge with or into or consolidate with the Company, or (y) except in the case of any direct or indirect wholly-owned subsidiary of the Company, sell, assign, transfer, lease or convey all or substantially all of its properties and assets to the Company, unless: (1a) the Company is the surviving corporation or the Person formed by or surviving such merger or consolidation or merger or to which such sale, conveyanceassignment, transfer transfer, lease or lease conveyance shall have been made (the "Successor") if other than the Company, Company (ai) is organized and existing under the laws of the United States of America or any State state thereof or the District of Columbia, and (bii) shall expressly assume by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Debentures and the this Indenture; (2b) immediately prior to and after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Person or any Subsidiary as a result of such transaction as having been incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (3c) the Company delivers to the Trustee an Officer's Officers' Certificate and an Opinion of Counsel, each stating that such merger, consolidation, merger, sale, conveyanceassignment, transfer transfer, lease or lease conveyance and such supplemental indenture comply with this Indenture. The Successor will be the successor to the Company, and will be substituted for, and may exercise every right and power and become the obligor on the Debentures with the same effect as if the Successor had been named as the Company herein but, in the case of a sale, conveyanceassignment, transfer transfer, lease or lease conveyance of all or substantially all of the properties and assets of the Company, the predecessor Company will not be released from its obligation to pay the principal of and premium, if any, and interest on the Debentures.

When the Company May Merge, Etc. The Company may not consolidate with or (a) merge with or intointo or consolidate with, or (b) sell, conveyassign, transfer transfer, lease or lease convey all or substantially all of its properties and assets as an entirety or substantially as an entirety (either in one transaction or a series of transactions) to, any Person, other than with respect to this clause (b), a direct or indirect wholly-owned subsidiary of the Company, and no Person shall (x) merge with or into or consolidate with the Company, or (y) except in the case of any direct or indirect wholly-owned subsidiary of the Company, sell, assign, transfer, lease or convey all or substantially all of its properties and assets to the Company, unless: (1a) the Company is the surviving corporation or the Person formed by or surviving such merger or consolidation or merger or to which such sale, conveyanceassignment, transfer transfer, lease or lease conveyance shall have been made (the "Successor") if other than the Company, Company (ai) is organized and existing under the laws of the United States of America or any State state thereof or the District of Columbia, and (bii) shall expressly assume by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Debentures and the this Indenture; (2b) immediately prior to and after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Person or any Subsidiary as a result of such transaction as having been incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (3c) the Company delivers to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such merger, consolidation, merger, sale, conveyanceassignment, transfer transfer, lease or lease conveyance and such supplemental indenture comply with this Indenture. The Successor will be the successor to the Company, and will be substituted for, and may exercise every right and power and become the obligor on the Debentures with the same effect as if the Successor had been named as the Company herein but, in the case of a sale, conveyanceassignment, transfer transfer, lease or lease conveyance of all or substantially all of the properties and assets of the Company, the predecessor Company will not be released from its obligation to pay the principal of and premium, if any, and interest on the Debentures.

When the Company May Merge, Etc. The Company may not not, in a single transaction or series of related transactions, consolidate or merge or combine with or merge with into (whether or intonot the Company is the surviving corporation), or sell, conveyassign, transfer transfer, lease, convey or lease otherwise dispose of all or substantially all of its properties and or assets to, any Person as an entirety or substantially as an entirety (either in one transaction or a series of transactions) to, any Person unless: (1a) either (i) the Person Company shall be the surviving or continuing corporation or (ii) the corporation formed by or surviving any such consolidation or merger or to which such sale, conveyance, transfer or lease shall have been made combination (the "Successor") if other than the Company) or the corporation which acquires by sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties and assets of the Company (a1) is shall be a corporation organized and validly existing under the laws of the United States of America or any State thereof or the District of Columbia, and Columbia and (b2) shall expressly assume by a supplemental indenturethe due and punctual payment of the principal of, executed and delivered to the Trusteepremium, in form satisfactory to the Trusteeif any, and interest on, if any, with respect to, all the obligations Notes and the performance of every covenant of the Company under the Debentures Notes and the Indenture, including, without limitation, modifications to rights of holders to cause the repurchase of Notes upon a Designated Event in accordance with the penultimate paragraph of Section 4.06 and conversion rights in accordance with Section 12.06 to the extent required by such Sections, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (2b) immediately prior to and after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Person or any Subsidiary as a result of such transaction as having been incurred by such Person or such Subsidiary at the time of such transaction), no Default or and no Event of Default shall have occurred and be continuing; and (3c) the Company delivers or such Person shall have delivered to the Trustee an Officer's Officers' Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger, sale, conveyance, transfer or lease and and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, comply with this Indentureprovision of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. The Successor will be For purposes of this Section 5.01, the successor to the Companytransfer (by lease, and will be substituted forassignment, and may exercise every right and power and become the obligor on the Debentures with the same effect as if the Successor had been named as the Company herein butsale or otherwise, in the case a single transaction or series of a sale, conveyance, transfer or lease 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 properties and assets of the Company, shall be deemed to be the predecessor Company will not be released from its obligation to pay transfer of all or substantially all of the principal properties and assets of and premium, if any, and interest on the DebenturesCompany.

When the Company May Merge, Etc. The Company may shall not consolidate with or merge with into any other Person or into, convey or sell, convey, transfer or lease its the properties and assets as an entirety or of the Company and its Subsidiaries substantially as an entirety (either in one transaction or a series of transactions) toto any Person, any Person unless: (1a) immediately after giving effect to such transaction, no Default or Event of Default shall have happened and be continuing; (b) either (i) the Person formed by or surviving such consolidation or merger into which the Company is merged or to the Person which such sale, conveyance, acquires by conveyance or transfer or lease the properties and assets of the Company and its Subsidiaries substantially as an entirety shall have been made (the "Successor") if other than the Company, (a) is be a Person organized and existing under the laws of the United States of America or any State thereof or the District of Columbia, and (b) shall expressly assume assume, by a an indenture supplemental indenturehereto, executed and delivered to the Trustee, in form satisfactory to the Trusteedue and punctual payment of the principal of (and premium, if any) and interest, if any, on all the obligations Securities and the performance or observance of every covenant of this Indenture on the part of the Company under to be performed or observed or; (ii) the Debentures and Company is the Indenturecontinuing Person; (2) immediately prior to and after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Person or any Subsidiary as a result of such transaction as having been incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (3c) the Company delivers has delivered to the Trustee an Officer's Officers’ Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger, saleconveyance or transfer and, conveyanceif a supplemental indenture is required in connection with such transaction, transfer or lease and such supplemental indenture comply with this Indenture. The Successor will be Article and that all conditions precedent herein provided for relating to such transaction have been complied with; and (d) if, as a result of the successor to transaction, the Company’s property or the property of any of its Subsidiaries would become subject to a Lien, and will the incurrence of which would not be substituted forpermitted under Section 4.05 hereof, and may exercise every right and power and become the obligor on Company or the Debentures with the same effect as if the Successor had been named continuing Person, as the Company herein butcase may be, takes such steps as are necessary to cause the Securities to be secured equally and ratably with (or prior to) the Debt secured by such Lien as provided in the case of a sale, conveyance, transfer or lease of all or substantially all of the assets of the Company, the predecessor Company will not be released from its obligation to pay the principal of and premium, if any, and interest on the DebenturesSection 4.05 hereof.

When the Company May Merge, Etc. The Company may not -------------------------------- consolidate with or merge with or into, or sell, convey, transfer or lease its properties and assets as an entirety or substantially as an entirety (either in one transaction or a series of transactions) to, any Person unless: (1) the Person formed by or surviving such consolidation or merger or to which such sale, conveyance, transfer or lease shall have been made (the "Successor") if other than the Company, (a) is organized and existing under the laws of the United States of America or any State thereof or the District of Columbia, and (b) shall expressly assume by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Debentures and the Indenture; (2) immediately prior to and after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Person or any Subsidiary as a result of such transaction as having been incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (3) the Company delivers to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and such supplemental indenture comply with this Indenture. The Successor will be the successor to the Company, and will be substituted for, and may exercise every right and power and become the obligor on the Debentures with the same effect as if the Successor had been named as the Company herein but, in the case of a sale, conveyance, transfer or lease of all or substantially all of the assets of the Company, the predecessor Company will not be released from its obligation to pay the principal of and premium, if any, and interest on the Debentures.

When the Company May Merge, Etc. The Company may not consolidate with or merge with or into, or sell, convey, transfer or lease its properties and assets as an entirety all or substantially as an entirety all of its assets (either in one transaction or a series of transactions) to, any Person unless: (1a) the Person formed by or surviving such consolidation or merger or to which such sale, conveyance, transfer or lease shall have been made (the "Successor") if other than the Company, (a) is organized and existing under the laws of the United States of America or any State thereof or the District of Columbia, and the Successor (bi) shall expressly assume by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Debentures Securities and the Indenture, and (ii) if any Preferred Securities are then outstanding, the Successor shall expressly assume the Company's obligations under the Guarantee, and shall become or acquire the general partner of, or any person with substantially equivalent authority to act for, Met-Ed Capital; (2b) immediately prior to and after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Person or any Subsidiary as a result of such transaction as having been incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred happened and be continuing; and (3c) the Company delivers to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and such supplemental indenture comply with this Indenture. The Successor will be the successor to the Company, and will be substituted for, and may exercise every right and power and become the obligor on the Debentures Securities with the same effect as if the Successor had been named as as, the Company herein but, in the case of a sale, conveyance, transfer or lease of all or substantially all of the assets of the Company, the herein. The predecessor Company will not shall be released from its obligation the obligations of the Company set forth in this Indenture and in the Securities. amended, to pay the principal of and premium, if any, and interest on the Debenturesextent applicable.

When the Company May Merge, Etc. (a) The Company may not consolidate with or merge with or into, or sell, convey, transfer or lease its properties and assets as an entirety or substantially as an entirety (either in one transaction or a series of transactions) to, to any Person and no Person shall consolidate or merge with or into the Company, or sell, convey, transfer or lease its properties and assets as an entirety or substantially as an entirety (either in one transaction or a series of transactions) to the Company unless: (1) the Person formed by or surviving such consolidation or merger or to which such sale, conveyance, transfer or lease shall have been made (the "Successor") if other than the Company, (a) is organized and existing under the laws of the United States of America or any State thereof or the District of Columbia, and (b) shall expressly assume by a supplemental indentureJunior Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Debentures and the this Junior Indenture; (2) immediately prior to and after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Person or any Subsidiary as a result of such transaction as having been incurred by such Person or such Subsidiary at the time of such transaction), no Default or Event of Default Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; (3) such transaction is permitted under the Trust I Agreement (if applicable) and does not give rise to a breach or violation of the Trust I Agreement (if applicable); and (34) the Company delivers to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and such supplemental indenture comply Junior Indenture complies with this Junior Indenture. . (b) The Successor will be the successor to the Company, and will be substituted for, and may exercise every right and power and become the obligor on the Debentures Debentures, with the same effect as if the Successor had been named as the Company herein but, in the case of a sale, conveyance, transfer or lease of all or substantially all of the assets of the Company, the predecessor Company will not be released from its obligation to pay the principal of and premium, if any, and interest on the Debentures.