Consolidation, Merger or Sale of Assets Permitted. The Company may merge or consolidate with or into any other Person or sell, convey, transfer or otherwise dispose of all or substantially all of its assets to any Person, if (i) (A) in the case of a merger or consolidation, the Company is the surviving Person or (B) in the case of a merger or consolidation where the Company is not the surviving Person and in the case of any sale, conveyance, transfer or other disposition, the resulting, surviving or transferee Person is organized and existing under the laws of the United States or a State thereof and such Person expressly assumes by supplemental indenture all the obligations of the Company under the Securities and any coupons appertaining thereto and under this Indenture, (ii) immediately thereafter, giving effect to such merger or consolidation, or such sale, conveyance, transfer or other disposition, no Default or Event of Default shall have occurred and be continuing, and (iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such merger, consolidation, sale, conveyance, transfer or other disposition complies with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. In the event of the assumption by a successor Person of the obligations of the Company as provided in clause (i) (B) of the immediately preceding sentence, such successor Person shall succeed to and be substituted for the Company hereunder and under the Securities and any coupons appertaining thereto and all such obligations of the Company shall terminate.
Consolidation, Merger or Sale of Assets Permitted. The Company shall not consolidate or merge with or into, or transfer or lease all or substantially all of its assets to, any Person unless:
Consolidation, Merger or Sale of Assets Permitted. (a) The Company will not, in a single transaction or series of related transactions, consolidate or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Company’s assets (determined on a consolidated basis) to any Person unless:
Consolidation, Merger or Sale of Assets Permitted. The Company (a) shall not, and shall not permit any Restricted Subsidiary to, consolidate with or merge into any Person, in the case of a Restricted Subsidiary, in a transaction in which such Restricted Subsidiary remains a Restricted Subsidiary, unless such Restricted Subsidiary consolidates with or merges into a Wholly Owned Restricted Subsidiary; (b) shall not permit any Person other than a Wholly Owned Restricted Subsidiary to consolidate with or merge into (i) the Company or (ii) any Restricted Subsidiary in a transaction in which such Restricted Subsidiary remains a Restricted Subsidiary; (c) shall not, directly or indirectly, in one or a series of transactions, transfer, convey, sell, lease or otherwise dispose of all or substantially all of the properties and assets of the Company and its Subsidiaries on a consolidated basis; and (d) shall not, and shall not permit any Restricted Subsidiary to, in one or a series of transactions, acquire Capital Stock of or other ownership interests in any other Person such that such other Person becomes a Restricted Subsidiary; unless in any such transaction (or series) contemplated by Clause (a), (b), (c) or (d) above:
Consolidation, Merger or Sale of Assets Permitted. Neither the Company nor any Guarantor shall not consolidate with or merge into, or sell, transfer, lease or otherwise dispose of its properties and assets as, or substantially as, an entirety to, any Person unless:
Consolidation, Merger or Sale of Assets Permitted. (a) The Company shall not consolidate with or merge into any other corporation or sell or convey all or substantially all of its assets to any Person, unless the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by sale or conveyance all or substantially all of the assets of the Company, shall be a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall execute and deliver to the Trustee an agreement in form reasonably satisfactory to the Trustee containing an assumption by such successor corporation of the due and punctual performance and observance of each covenant and condition of this Indenture to which the Company is a party.
Consolidation, Merger or Sale of Assets Permitted. (a) The Company covenants that it will not consolidate with or merge into any other corporation or sell, convey or otherwise dispose of all or substantially all of its assets as an entirety to any Person unless the successor or transferee corporation (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a state thereof or the District of Columbia, and such corporation shall expressly assume the due and punctual performance and observance of all of the covenants and conditions of this Basic Agreement and the related Trust Supplement to be performed by the Company by supplemental agreement given by such successor corporation to the Trustee.
Consolidation, Merger or Sale of Assets Permitted. The Company shall not consolidate or merge with or into any other Person, or transfer, sell, convey or lease its properties and assets substantially as an entirety, nor may the Company permit any other Person to consolidate or merge into the Company or transfer, sell, convey or lease its properties and assets substantially as an entirety to the Company, unless:
Consolidation, Merger or Sale of Assets Permitted. The ------------------------------------------------- Company shall not consolidate or merge with or into, or transfer or lease all or substantially all of its assets to, any Person unless:
Consolidation, Merger or Sale of Assets Permitted. (a) Union shall not consolidate with or merge into any other corporation or sell or convey all or substantially all of its assets to any Person[, nor shall Union permit Procor to consolidate with or merge into any other corporation or sell or convey all or substantially all of its assets to any Person (other than an Affiliate of Union)], unless the corporation formed by such consolidation or into which Union [or Procor, as applicable,] is merged or the Person which acquires by sale or conveyance all or substantially all of the assets of Union or Procor, as applicable, shall be a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia [or, in the case of Procor any province of Canada], and shall execute and deliver to the Pass Through Trustee an agreement in form reasonably satisfactory to the Pass Through Trustee containing an assumption by such successor corporation of the due and punctual performance and observance of each covenant and condition of this Agreement to which Union [or Procor, as applicable,] is a party.
