Common use of Limitation on Merger, Sale or Consolidation Clause in Contracts

Limitation on Merger, Sale or Consolidation. The Company shall not consolidate with or merge with or into another person or permit any other person to consolidate with or merge with or into the Company, or sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another person or group of affiliated persons, unless (i) either (A) in the case of a consolidation or merger, the Company is the surviving entity or (B) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Notes and the Indenture; (ii) no default or Event of Default shall exist or shall occur immediately after giving effect on a pro forma basis to such transaction; and (iii) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, lease, conveyance or transfer and, if a supplemental indenture is required, such supplemental indenture comply with the Indenture and that all conditions precedent relating to such transactions have been satisfied.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not not, directly or indirectly, consolidate with or merge with or into another person or permit any other person to consolidate with or merge with or into the Company, Person or sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another person Person or group of affiliated personsPersons (other than to its wholly owned Subsidiaries), unless (i) either (Aa) in the case of a consolidation merger or mergerconsolidation, the Company is the surviving entity or (Bb) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Notes Securities and the Indenture; (ii) no default Default or Event of Default shall exist or shall occur immediately before or after giving effect on a pro forma basis to such transaction; and (iii) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, lease, conveyance merger or transfer and, if a supplemental indenture is required, such supplemental indenture comply with the Indenture and that all conditions precedent relating to such transactions have been satisfied.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not not, directly or indirectly, consolidate with or merge with or into another person or permit any other person to consolidate with or merge with or into the Company, Person or sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another person Person or group of affiliated persons37 Persons (other than to its wholly owned Subsidiaries), unless (i) either (Aa) in the case of a consolidation merger or mergerconsolidation, the Company is the surviving entity or (Bb) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Notes Securities and the Indenture; (ii) no default Default or Event of Default shall exist or shall occur immediately before or after giving effect on a pro forma basis to such transaction; and (iii) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, lease, conveyance merger or transfer and, if a supplemental indenture is required, such supplemental indenture comply with the Indenture and that all conditions precedent relating to such transactions have been satisfied.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not not, directly or indirectly, consolidate with or merge with or into another person or permit any other person to consolidate with or merge with or into the Company, Person or sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another person Person or group of affiliated personsPersons, unless (i) either (Aa) in the case of a consolidation merger or mergerconsolidation, the Company is the surviving entity or (Bb) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Notes Securities and the Indenture; (ii) no default Default or Event of Default shall exist or shall occur immediately before or after giving effect on a pro forma basis to such transaction; and (iii) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, lease, conveyance merger or transfer and, if a supplemental indenture is required, such supplemental indenture comply with the Indenture and that all conditions precedent relating to such transactions have been satisfied.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not not, directly or indirectly, consolidate with or merge with or into another person or permit any other person to consolidate with or merge with or into the Company, Person or sell, lease, convey or transfer all or substantially all of its assets (computed on other than to a consolidated basiswholly-owned Subsidiary or Subsidiaries), whether in a single transaction or a series of related transactions, to another person Person or group of affiliated personsPersons, unless (i) either (Aa) in the case of a consolidation merger or mergerconsolidation, the Company is the surviving entity or (Bb) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture reasonably acceptable Trustee all of the obligations of the Company in connection with the Notes Securities and the Indenture; and (ii) no default Default or Event of Default shall exist or shall occur immediately after giving effect on a pro forma basis to such transaction; and (iii) the Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, lease, conveyance merger or transfer and, if a supplemental indenture is required, such supplemental indenture comply with the this Indenture and that all conditions precedent contained in this Indenture relating to such transactions transaction have been satisfied.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not not, directly or indirectly, consolidate with or merge with or into another person or permit any other person to consolidate with or merge with or into the Company, Person or sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another person Person or group of affiliated personsPersons (other than to its wholly-owned subsidiaries), unless (i) either (Aa) in the case of a consolidation merger or mergerconsolidation, the Company is the surviving entity or (Bb) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Notes Securities and the Indenture; (ii) no default Default or Event of Default shall exist or shall occur immediately before or after giving effect on a pro forma PRO FORMA basis to such transaction; and (iii) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, lease, conveyance merger or transfer and, if a supplemental indenture is required, such supplemental indenture comply with the Indenture and that all conditions precedent relating to such transactions have been satisfied.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not not, directly or indirectly, consolidate with or merge with or into another person or permit any other person to consolidate with or merge with or into the Company, Person or sell, assign, lease, convey convey, transfer or transfer otherwise dispose of all or substantially all of its properties or assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another person Person or group of affiliated personsPersons, unless (i) either (Aa) in the case of a consolidation merger or mergerconsolidation, the Company is the surviving entity or (Bb) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with under the Notes Securities and the Indenture; (ii) no default Default or Event of Default shall exist or shall occur immediately after giving effect on a pro forma PRO FORMA basis to such transaction; and (iii) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, lease, conveyance merger or transfer and, if a supplemental indenture is required, such supplemental indenture indenture, comply with the Indenture and that all conditions precedent relating to such transactions have been satisfied.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not not, directly or indirectly, consolidate with or merge with or into another person or permit any other person to consolidate with or merge with or into the Company, Person or sell, lease, convey or transfer all or substantially all of its assets (computed on other than to a consolidated basiswholly-owned Subsidiary or Subsidiaries), whether in a single transaction or a series of related transactions, to another person Person or group of affiliated personsAffiliated Persons, unless (i) either (Aa) in the case of a consolidation merger or mergerconsolidation, the Company is the surviving entity or (Bb) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Notes Securities and the Indenture; and (ii) no default Default or Event of Default shall exist or shall occur immediately after giving effect on a pro forma basis to such transaction; and (iii) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, lease, conveyance merger or transfer and, if a supplemental indenture is required, such supplemental indenture comply with the this Indenture and that all conditions precedent relating to such transactions transaction have been satisfied.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not not, directly or indirectly, consolidate with or merge with or into another person or permit any other person to consolidate with or merge with or into the Company, Person or sell, lease, convey or transfer all or substantially all of its assets (computed on other than to a consolidated basis), wholly-owned subsidiary or subsidiaries) whether in a single transaction or a series of related transactions, to another person Person or group of affiliated personsPersons, unless (i) either (Aa) in the case of a consolidation merger or mergerconsolidation, the Company is the surviving entity or (Bb) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Notes Securities and the Indenture; and (ii) no default Default or Event of Default shall exist or shall occur immediately after giving effect on a pro forma basis to such transaction; and (iii) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, lease, conveyance merger or transfer and, if a supplemental indenture is required, such supplemental indenture comply with the Indenture and that all conditions precedent relating to such transactions transaction have been satisfied.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not not, directly or indirectly, consolidate with or merge with or into another person or permit any other person to consolidate with or merge with or into the Company, Person or sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another person Person or group of affiliated personsPersons, unless (i) either (Aa) in the case of a consolidation merger or mergerconsolidation, the Company is the surviving entity or (Bb) 26 the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Notes Debentures and the Indenture; (ii) no default Default or Event of Default shall exist or shall occur immediately before or after giving effect on a pro forma PRO FORMA basis to such transaction; and (iii) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, lease, conveyance merger or transfer and, if a supplemental indenture is required, such supplemental indenture comply with the Indenture and that all conditions precedent relating to such transactions have been satisfied.

Limitation on Merger, Sale or Consolidation. (a) The Company shall not not, directly or indirectly, consolidate with or merge with or into another person or permit any other person to consolidate with or merge with or into the Company, Person or sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in a single transaction or a series of related transactions, to another person Person or group of affiliated personsPersons, unless (i) either (Aa) in the case of a consolidation merger or mergerconsolidation, the Company is the surviving entity or (Bb) the resulting, surviving or transferee entity is a corporation organized under the laws of the United States, any state thereof or the District of Columbia Xxxxxxxx xx Xxxxxxxx and expressly assumes by supplemental indenture all of the obligations of the Company in connection with the Notes Securities and the Indenture; (ii) no default Default or Event of Default shall exist or shall occur immediately before or after giving effect on a pro forma basis to such transaction; and (iii) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, lease, conveyance merger or transfer and, if a supplemental indenture is required, such supplemental indenture comply with the Indenture and that all conditions precedent relating to such transactions have been satisfied.