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

When the Guarantor May Merge, Etc. The Guarantor 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 Company or another Subsidiary of the Guarantor) or permit any Person to merge with or into the Guarantor unless: (a) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property and assets of the Guarantor shall expressly assume, by a supplemental indenture, executed and delivered to the Company and to the Trustee, all of the obligations of the Guarantor on the Guarantee and under this Indenture and the Guarantor 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 Guarantor or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; and (b) the Guarantor 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 Guarantor May Merge, Etc. The Guarantor 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 Company or another Subsidiary of the GuarantorCompany) or permit any Person to merge with or into the Guarantor unless: (a) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property and assets of the Guarantor shall expressly assume, by a supplemental indenture, executed and delivered to the Company and to the Trustee, all of the obligations of the Guarantor on the Guarantee and under this Indenture and the Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that such consolidation, merger conveyance, transfer, lease 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 Guarantor or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; and (b) the Guarantor 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 6.02(a)(y).

When the Guarantor May Merge, Etc. The Guarantor 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 to (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 Company or another Subsidiary of the GuarantorCompany) or permit any Person to merge with or into the Guarantor unless: (a) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property and assets of the Guarantor shall expressly assume, by a supplemental indenture, executed and delivered to the Company and to the Trustee, all of the obligations of the Guarantor on the Guarantee and under this Indenture Indenture; (b) the continuing Person is organized and validly existing under the laws of the United States or the United Kingdom or is organized and validly existing under the laws of a jurisdiction that is a member country of the Organisation for Economic Cooperation and Development (or any successor thereto) and, if such continuing Person is not organized and validly existing under the laws of the United States or the United Kingdom, such continuing Person shall agree in such supplemental indenture to be bound by a covenant comparable to that described in Section 4.05 with respect to taxes imposed in the continuing Person's jurisdiction of organization, and such continuing Person shall benefit from a redemption option comparable to that described in Article Three in the event of changes in taxes in such jurisdiction after the date of such consolidation, merger or sale, in each case in form and substance satisfactory to the Trustee; (c) the Guarantor shall have delivered to the Trustee an Officer's Certificate, and, if the Guarantor shall not be the continuing Person, an Opinion of Counsel Counsel, in each case stating that such consolidation, merger conveyance, transfer, lease 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 Guarantor or such successor enforceable against such entity Person in accordance with its terms, subject to customary exceptions; and (bd) the Guarantor shall have delivered to the Trustee an Officers’ Officer's Certificate to the effect that immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and that all conditions precedent provided for herein relating to such transaction have been complied withcontinuing.

When the Guarantor May Merge, Etc. The A Guarantor shall not consolidate with, with or merge with or intointo any other Person or, directly or indirectly, sell, convey, transfer, lease or otherwise dispose of convey all or substantially all of its property and assets (as an entirety or substantially as an entirety computed on a consolidated basis), whether in one a single transaction or a series of related transactions) to, any Person (other than with or into the Company or to another Subsidiary of the Guarantor) or permit any Person to merge with or into the Guarantor Person, unless: (a) either (x) the Company or a Guarantor shall be the continuing Person person, or (y) the Person (if other than the Company or a Guarantor) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property and to which the assets of the Guarantor are transferred 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 shall expressly assume, by a an indenture supplemental indenturehereto, executed and delivered to the Company and Trustee, in form satisfactory to the Trustee, all of the obligations of such Guarantor under the Guarantor on the Guarantee Guaranty and/or Parent Guaranty, as applicable, and under this Indenture and the Guarantor 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 Guarantor or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; andIndenture; (b) the Guarantor 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 event or condition which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing continuing; and (c) the Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance or lease and such supplemental indenture comply with this Section and that all conditions precedent herein provided for herein relating to such transaction have been complied with. Upon any consolidation or merger, or any sale, conveyance or lease of all or substantially all of the assets of a Guarantor, in accordance with this Section, the successor corporation formed by such consolidation or into which the Guarantor is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Indenture with the same effect as if such successor corporation had been named as a Guarantor herein, and all the obligations of the predecessor Guarantor hereunder and under the Guaranty and/or Parent Guaranty, as applicable, and the Indenture shall terminate.

When the Guarantor May Merge, Etc. The No Guarantor 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 Company or another Subsidiary of the Guarantor) or permit any Person to merge with or into the Guarantor any other Person, unless: (a) either (x) the Company or a Guarantor shall be the continuing Person Person, or (y) the Person (if other than the Company or a Guarantor) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property and to which the assets of the Guarantor are transferred 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 shall expressly assume, by a an indenture supplemental indenturehereto, executed and delivered to the Company and Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of such Guarantor under the Guarantor on the Guarantee Guaranty and/or Parent Guaranty, as applicable, and under this Indenture and the Guarantor 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 Guarantor or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; andIndenture; (b) such transaction complies with the Guarantor shall have delivered to the Trustee an Officers’ Certificate to the effect that relevant requirements of Section 5.14 and immediately after giving effect to such transaction, no Default Event of Default, and no event or condition which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing continuing; and (c) the Guarantor has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, 119 131 conveyance or lease and such supplemental indenture comply with this Section and that all conditions precedent herein provided for herein relating to such transaction have been complied with. Upon any consolidation or merger, the successor corporation formed by such consolidation or into which the Guarantor is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Indenture with the same effect as if such successor corporation had been named as a Guarantor herein.

When the Guarantor May Merge, Etc. The Guarantor 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 to (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 Company or another Subsidiary of the GuarantorCompany) or permit any Person to merge with or into the Guarantor unless: (a) either (xi) the Guarantor shall be the continuing Person or (yii) the Person (if other than the Guarantor) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property and assets of the Guarantor shall expressly assume, by a supplemental indenture, executed and delivered to the Company and to the Trustee, all of the obligations of the Guarantor on the Guarantee and under this Indenture Indenture; (b) the continuing Person is organized and validly existing under the laws of the United States or Switzerland or is organized and validly existing under the laws of a jurisdiction that is a member country of the Organization for Economic Co-operation and Development (or any successor thereto) and, if such continuing Person is not organized and validly existing under the laws of the United States or Switzerland, such continuing Person shall agree in such supplemental indenture to be bound by a covenant comparable to that described in Section 4.5 with respect to taxes imposed in the continuing Person’s jurisdiction of organization, and such continuing Person shall benefit from a redemption option comparable to that described in Article 3 in the event of changes in taxes in such jurisdiction after the date of such consolidation, merger or sale, in each case in form and substance satisfactory to the Trustee; (c) the Guarantor shall have delivered to the Trustee an Officer’s Certificate, and, if the Guarantor shall not be the continuing Person, an Opinion of Counsel Counsel, in each case stating that such consolidation, merger conveyance, transfer, lease 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 Guarantor or such successor enforceable against such entity Person in accordance with its terms, subject to customary exceptions; and (bd) the Guarantor shall have delivered to the Trustee an Officers’ Officer’s Certificate to the effect that immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and that all conditions precedent provided for herein relating to such transaction have been complied withcontinuing.

When the Guarantor May Merge, Etc. The Guarantor 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 to (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 Company or another Subsidiary of the GuarantorIssuer) or permit any Person to merge with or into the Guarantor unless: (a) either (x) the Guarantor shall be the continuing Person or (y) the Person (if other than the Guarantor) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property and assets of the Guarantor shall expressly assume, by a supplemental indenture, executed and delivered to the Company and to the Trustee, all of the obligations of the Guarantor on the Guarantee and under this Indenture Indenture; (b) the continuing Person is organized and validly existing under the laws of the United States or the United Kingdom or is organized and validly existing under the laws of a jurisdiction that is a member country of the Organisation for Economic Cooperation and Development (or any successor thereto) and, if such continuing Person is not organized and validly existing under the laws of the United States or the United Kingdom, such continuing Person shall agree in such supplemental indenture to be bound by a covenant comparable to that described in Section 3.1 with respect to taxes imposed in the continuing Person’s jurisdiction of organization, and such continuing Person shall benefit from a redemption option comparable to that described in Section 5.7(b) in the event of changes in taxes in such jurisdiction after the date of such consolidation, merger or sale, in each case in form and substance satisfactory to the Trustee; (c) the Guarantor shall have delivered to the Trustee an Officers’ Certificate, and, if the Guarantor shall not be the continuing Person, an Opinion of Counsel Counsel, in each case stating that such consolidation, merger conveyance, transfer, lease 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 Guarantor or such successor enforceable against such entity Person in accordance with its terms, subject to customary exceptions; and (bd) the Guarantor 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 and that all conditions precedent provided for herein relating to such transaction have been complied withcontinuing.

When the Guarantor May Merge, Etc. The No Guarantor 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 Company or another Subsidiary of the Guarantor) or permit any Person to merge with or into the Guarantor any other Person unless: (a) either (x) the Borrower or a Guarantor shall be the continuing Person Person, or (y) the Person (if other than the Borrower or a Guarantor) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property and to which the assets of the Guarantor are transferred 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 shall expressly assume, by a supplemental indenturesupplement to this Agreement, executed and delivered to the Company and Lender, in form satisfactory to the TrusteeLender, all of the obligations of such Guarantor under the Guarantor on the Guarantee Guaranty and/or Parent Guaranty, as applicable, and under this Indenture and the Guarantor 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 Guarantor or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; andAgreement; (b) such transaction complies with the Guarantor shall have delivered to the Trustee an Officers’ Certificate to the effect that relevant requirements of Section 5.14 and immediately after giving effect to such transaction, no Default Event of Default, and no event or condition which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing continuing; and (c) the Guarantor has delivered to the Lender an Officer's Certificate and an opinion of counsel to Guarantor, each stating that such consolidation, merger, sale, conveyance or lease and such supplemental indenture comply with this Section and that all conditions precedent herein provided for herein relating to such transaction have been complied with. Upon any consolidation or merger, the successor corporation formed by such consolidation or into which the Guarantor is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Agreement with the same effect as if such successor corporation had been named as a Guarantor herein.

When the Guarantor May Merge, Etc. The Parent Guarantor shall not consolidate with, with or merge with or intointo any other Person or, directly or indirectly, sell, convey, transfer, lease or otherwise dispose of convey all or substantially all of its property and assets (as an entirety or substantially as an entirety computed on a consolidated basis), whether in one a single transaction or a series of related transactions) to, any Person (other than with or into the Company or to another Subsidiary of the Guarantor) or permit any Person to merge with or into the Guarantor Person, unless: (a) either (x) the Parent Guarantor shall be the continuing Person person, or (y) the Person (if other than the Parent Guarantor) formed by such consolidation or into which the Parent Guarantor is merged or that acquired or leased such property and to which the assets of the Parent Guarantor are transferred 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 shall expressly assume, by a an indenture supplemental indenturehereto, executed and delivered to the Company and Trustee, 95 in form satisfactory to the Trustee, all of the obligations of the Parent Guarantor on under the Guarantee Guaranty and under this Indenture and the Guarantor 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 Guarantor or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; andIndenture; (b) the Guarantor 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 event or condition which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing continuing; and (c) the Parent Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance or lease and such supplemental indenture comply with this Section and that all conditions precedent herein provided for herein relating to such transaction have been complied with. Upon any consolidation or merger, or any sale, conveyance or lease of all or substantially all of the assets of the Parent Guarantor, in accordance with this Section, the successor corporation formed by such consolidation or into which the Parent Guarantor is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Parent Guarantor under this Indenture with the same effect as if such successor corporation had been named as the Parent Guarantor herein, and all the obligations of the predecessor Parent Guarantor hereunder and under the Guaranty and the Indenture shall terminate.

When the Guarantor May Merge, Etc. The Parent Guarantor shall not consolidate with, with or merge with or intointo any other Person or, directly or indirectly, sell, convey, transfer, lease or otherwise dispose of convey all or substantially all of its property and assets (as an entirety or substantially as an entirety computed on a consolidated basis), whether in one a single transaction or a series of related transactions) to, any Person (other than with or into the Company or to another Subsidiary of the Guarantor) or permit any Person to merge with or into the Guarantor Person, unless: (a) either (x) the Parent Guarantor shall be the continuing Person person, or (y) the Person (if other than the Parent Guarantor) formed by such consolidation or into which the Parent Guarantor is merged or that acquired or leased such property and to which the assets of the Parent Guarantor are transferred 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 shall expressly assume, by a an indenture supplemental indenturehereto, executed and delivered to the Company and Trustee, in form satisfactory to the Trustee, all of the obligations of the Parent Guarantor on under the Guarantee Guaranty and under this Indenture and the Guarantor 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 Guarantor or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; andIndenture; (b) the Guarantor 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 event or condition which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing continuing; and (c) the Parent Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance or lease and such supplemental indenture comply with this Section and that all conditions precedent herein provided for herein relating to such transaction have been complied with. Upon any consolidation or merger, or any sale, conveyance or lease of all or substantially all of the assets of the Parent Guarantor, in accordance with this Section, the successor corporation formed by such consolidation or into which the Parent Guarantor is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Parent Guarantor under this Indenture with the same effect as if such successor corporation had been named as the Parent Guarantor herein, and all the obligations of the predecessor Parent Guarantor hereunder and under the Guaranty and the Indenture shall terminate.

When the Guarantor May Merge, Etc. The A Guarantor shall not ---------------------------------- consolidate with, with or merge with or intointo any other Person or, directly or indirectly, sell, convey, transfer, lease or otherwise dispose of convey all or substantially all of its property and assets (as an entirety or substantially as an entirety computed on a consolidated basis), whether in one a single transaction or a series of related transactions) to, any Person (other than with or into the Company or to another Subsidiary of the Guarantor) or permit any Person to merge with or into the Guarantor Person, unless: (a) either (x) the Company or a Guarantor shall be the continuing Person person, or (y) the Person (if other than the Company or a Guarantor) formed by such consolidation or into which the Guarantor is merged or that acquired or leased such property and to which the assets of the Guarantor are transferred 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 shall expressly assume, by a an indenture supplemental indenturehereto, executed and delivered to the Company and Trustee, in form satisfactory to the Trustee, all of the obligations of such Guarantor under the Guarantor on the Guarantee Guaranty and/or Parent Guaranty, as applicable, and under this Indenture and the Guarantor 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 Guarantor or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; andIndenture; (b) the Guarantor 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 event or condition which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing continuing; and (c) the Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance or lease and such supplemental indenture comply with this Section and that all conditions precedent herein provided for herein relating to such transaction have been complied with. Upon any consolidation or merger, or any sale, conveyance or lease of all or substantially all of the assets of a Guarantor, in accordance with this Section, the successor corporation formed by such consolidation or into which the Guarantor is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Indenture with the same effect as if such successor corporation had been named as a Guarantor herein, and all the obligations of the predecessor Guarantor hereunder and under the Guaranty and/or Parent Guaranty, as applicable, and the Indenture shall terminate.