CONSOLIDATION, MERGER AND SALE. Unless a Company Order or supplemental indenture establishing a series of Securities provides otherwise, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of all or substantially all of the property of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided, however, the Company hereby covenants and agrees that, upon any such consolidation, merger, sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property.
CONSOLIDATION, MERGER AND SALE. Section 801. Company May Consolidate, Etc.,
CONSOLIDATION, MERGER AND SALE. The Company will not consolidate or merge with or into, or sell or otherwise dispose of all or substantially all of its property in one or more related transactions to, any other corporation or other entity, unless:
(i) The Company is the surviving corporation or the entity formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale or other disposition shall have been made is a corporation organized or existing under the laws of the United States of any state thereof or the District of Columbia;
(ii) the surviving corporation or other entity (if other than the Company) shall expressly and effectively assume in writing the due and punctual payment of the principal of and interest on this Note, according to its tenor, and the due and punctual performance and observance of all the terms, covenants, agreements and conditions of this Note to be performed or observed by the Company to the same extent as if such surviving corporation had been the original maker of this Note;
(iii) the Company or such other corporation or other entity shall not otherwise be in default in the performance or observance of any covenant, agreement or condition of this Note or the Purchase Agreement; and
(iv) the holder of this Note shall have received, in connection therewith, an opinion of counsel for the Company (or other counsel satisfactory to the holder), in form and substance satisfactory to the holder, to the effect that any such consolidation, merger, sale or conveyance and any such assumption complies with the provisions of this paragraph (j).
CONSOLIDATION, MERGER AND SALE. The Company covenants that it will not merge into or consolidate with any other corporation or other entity (whether or not affiliated with the Company) or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property to any other corporation or other entity (whether or not affiliated with the Company or its successor or successors), unless (i) such other corporation or Person shall expressly assume the due and punctual payment of the principal of, and premium, if any, and interest on all the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such corporation or Person and (ii) immediately after giving effect to such merger or consolidation, or such sale, conveyance, transfer or lease or other disposition, no Default or Event of Default shall have occurred and be continuing. Any Person may merge into or consolidate with the Company provided that the Company is the surviving corporation.
CONSOLIDATION, MERGER AND SALE. Without the consent of the Majority Shareholders, neither the Company nor any Subsidiary will do any of the following (or agree to do any of the following) pursuant to a transaction approved by the Board of Directors of the Company: (a) wind up, liquidate or dissolve its affairs; (b) sell, lease, transfer or otherwise dispose of all or substantially all of its assets to any other Person; (c) consolidate with, merge into or enter into a share exchange with any other Person; or (d) permit any other Person (other than a wholly- owned Subsidiary on the date hereof) to merge into or sell, lease or transfer all or substantially all of its property, assets or capital stock to the Company or any Subsidiary, unless:
(i) in the case of actions under clause (a) or (b) above, a wholly- owned Subsidiary is wound-up, dissolved and liquidated into another wholly- owned Subsidiary or into the Company or a wholly-owned Subsidiary sells, leases, transfers or otherwise disposes of all or substantially all of its assets to another wholly-owned Subsidiary or to the Company; or
(ii) in the case of actions under clause (c) or (d) above, each of the following conditions is satisfied:
(A) if such action involves the Company and if such surviving Person is a corporation other than the Company, all liabilities and obligations of the Company under the Stock Purchase Agreements shall remain in effect and shall have been expressly assumed by such surviving Person (pursuant to a document in form and substance reasonably satisfactory to the Majority Shareholders and their counsel) as if such surviving Person were the "Company" hereunder and thereunder; and
(B) either (x) the Common Stock of such transferee Person into which the Series B Preferred Stock will thereafter be convertible (or American Depositary Receipts with respect thereto) is listed on a national securities exchange in the United States or traded on The Nasdaq Stock Market, or (y) all of the Series B Preferred Stock is concurrently redeemed for cash in accordance with Section 5 of the Series B Certificate of Designations.
CONSOLIDATION, MERGER AND SALE. The Company will not, directly or indirectly, sell, lease, transfer or otherwise dispose of all or a substantial portion of its assets or business to any other corporation, or consolidate with or merge into any other corporation, unless if such surviving or transferee corporation is a corporation other than the Company, (i) such surviving or transferee corporation is a corporation organized under the laws of the United States or of any State of the United States, (ii) all liabilities and obligations (including registration obligations under Article 13) of the Company under this Agreement and the Convertible Notes shall have been expressly assumed by such surviving or transferee corporation by instruments and proceedings reasonably satisfactory to holders of at least sixty-six and two-thirds percent (66 2/3%) in aggregate principal amount of the outstanding Convertible Notes, and (iii) there shall exist no Event of Default, and no event which, with notice, the lapse of time, or both, would constitute an Event of Default, both immediately before such transaction, and immediately after such transaction upon giving effect on a pro forma basis to such transaction; provided, however, that the Company shall be permitted to merge with and into a Delaware corporation for the purpose of reincorporating in the State of Delaware, and the Purchasers hereby expressly consent to such merger, so long as the conditions specified in clauses (i), (ii) and (iii) of this Section 9.1, other than the requirement of having obtained the approval of the holders of at least sixty-six and two thirds percent (66 2/3%) in aggregate principal amount of the outstanding Convertible Notes as set forth in clause (ii) of this Section 9.1, have been satisfied. In connection therewith, the Purchasers further expressly consent to the transfer of assets of the Company or the surviving company of the merger pursuant to which the Company will be reincorporated in Delaware (the "Surviving Company"), as the case may be, to one or more wholly-owned Subsidiaries of the Company or the Surviving Company, as the case may be, for the purpose of creating a holding company structure for the Surviving Company by which the Surviving Company will be conducting operations through one or more Subsidiaries. In such event, the obligations of the Company under this Agreement, including the obligations of the Company under the Convertible Notes, shall become the obligations of the parent company of the holding compa...
CONSOLIDATION, MERGER AND SALE. SECTION 10.01. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided, however, the Company hereby covenants and agrees that, upon any such consolidation, merger, sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Debentures of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to each series pursuant to Section 2.01 to be kept or performed by the Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property.
(a) In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Debentures of all series outstanding and the due and punctual performance of all of the covenants and conditions of this Indenture or established with respect to each series of the Debentures pursuant to Section 2.01 to be performed by the Company with respect to each series, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and thereupon the predecessor corporation shall be relieved of all obligation...
CONSOLIDATION, MERGER AND SALE. 10.1 Company May Merge, Consolidate, Etc., Upon Certain Terms. . . . . . . . . . . . . . . . . . . . . . . . 42 10.2 Successor Corporation to be Substituted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
CONSOLIDATION, MERGER AND SALE. 53 Section 12.01. Corporation May Consolidate, etc., on Certain Terms.... 53 Section 12.02. Successor Corporation to be Substituted................ 53 Section 12.03. Opinion of Counsel to be Given Trustee................. 53
CONSOLIDATION, MERGER AND SALE. SECTION 12.01. Company May Consolidate, etc., on Certain Terms ........... 74 SECTION 12.02. Securities to be Secured in Certain Events ................ 74 SECTION 12.03. Successor Corporation to be Substituted ................... 75 SECTION 12.04. Opinion of Counsel to be Given Trustee .................... 75 ARTICLE THIRTEEN.
