Company May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person, unless:
Company May Consolidate, Etc. on Certain Terms. (a) The Company shall not consolidate with or merge with or into or otherwise combine with another Person (other than one or more of the Company’s direct or indirect Wholly Owned Subsidiaries), or sell, lease or otherwise transfer or dispose of all or substantially all of the Company’s and its Subsidiaries’ consolidated assets, taken as a whole, to another Person (other than one or more of the Company’s Wholly Owned Subsidiaries), unless:
Company May Consolidate, Etc. on Certain Terms. (a) Subject to the provisions of Section 9.1(b), nothing contained in this Indenture or in any of the Securities shall prevent any amalgamation, reconstruction, consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company), or successive amalgamations, reconstructions, 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 lease of the property of the Company as an entirety or substantially as an entirety, to any other corporation authorized to acquire and operate the same or shall prevent the assumption of the Company’s obligations hereunder and under all Securities Outstanding; provided, however, that (i) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and (ii) the Company hereby covenants and agrees that, upon any such amalgamation, reconstruction, consolidation, merger, sale, conveyance, transfer, lease (other than by way of a temporary lease in the ordinary course of business) or assumption, (a) the due and punctual payment of the principal of and interest, if any, on all of the Securities and all other amounts payable on the Securities of a series pursuant to the terms of this Indenture, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the corporation formed by such amalgamation, reconstruction, consolidation, or into which the Company shall have been merged, or by the corporation which shall have acquired such property or assumed such obligations; and (b) any corporation formed by such amalgamation, reconstruction or consolidation or into which the Company shall have been merged or which shall have acquired such property or assumed such obligations shall in such supplemental indenture, agree that any amounts to be paid by the Company in respect of the Securities shall be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the jurisdiction where such corporation is incorporated or any political subdivision or taxing authori...
Company May Consolidate, Etc. on Certain Terms. The Company covenants that it will not merge into or consolidate with any other corporation or sell or convey all or substantially all of its assets to any person, firm or corporation, unless (a) either the Company shall be the continuing corporation, or the successor 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 payment of the principal of (and premium, if any, on) and any interest on all the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company by supplemental indenture in form satisfactory to the Trustee, executed and delivered to the Trustee by such corporation, and (b) the Company or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition.
Company May Consolidate, Etc. on Certain Terms. The Company shall not amalgamate or consolidate with, consummate a binding share exchange with, merge with or into or convey, transfer or lease its properties and assets substantially as an entirety to another Person, unless:
Company May Consolidate, Etc. on Certain Terms. Parent covenants that it will not merge or consolidate with or into any other Person or sell or convey all or substantially all of its assets to any Person, unless, (i) Parent shall be the continuing Person, or the successor Person or the Person which acquires by sale or conveyance substantially all the assets of Parent (including the shares of Parent) shall be a Person organized under the Laws of the United States of America or any State thereof and shall expressly assume by an instrument supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by Parent and (ii) Parent, or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition.
Company May Consolidate, Etc. on Certain Terms. Nothing contained in this Securityholders Agreement or in the Debt 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 the property or capital stock 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, that the Company hereby covenants and agrees that, upon any such consolidation, merger (where the Company is not the surviving corporation), sale, conveyance, transfer or other disposition, the due and punctual payment of all payments due on all of the Debt Securities in accordance with their terms, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Securityholders Agreement to be kept or performed by the Company, shall be expressly assumed 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 or capital stock.
Company May Consolidate, Etc. on Certain Terms. The Company covenants that it will not merge or consolidate with or merge into, or sell, assign, transfer, lease or convey all or substantially all of its properties or assets, in one or more related transactions, to another Person, other than consolidation, merger, sale, assignment, transfer, lease or conveyance which results in the Company being the surviving party, unless:
Company May Consolidate, Etc. on Certain Terms. Nothing contained in this Guarantee shall prevent any consolidation or merger of the Guarantor with or into any other Person (whether or not affiliated with the Guarantor) or successive consolidations or mergers in which the Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property or capital stock of the Guarantor or its successor or successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Guarantor, or its successor or successors) authorized to acquire and operate the same; provided, however, that the Guarantor hereby covenants and agrees that, upon any such consolidation, merger (where the Guarantor is not the surviving corporation), sale, conveyance, transfer or other disposition, the due and punctual payment of the any and all obligations of the Guarantor under this Guarantee and the performance and observance of all the covenants and conditions of this Guarantee to be kept or performed by the Guarantor, shall be expressly assumed in a guarantee satisfactory in form to the Guarantee Trustee executed and delivered to the Guarantee Trustee by the entity formed by such consolidation, or into which the Guarantor shall have been merged, or by the entity which shall have acquired such property or capital stock.
Company May Consolidate, Etc. on Certain Terms. Subject to Section 3.3, the Company may consolidate with or amalgamate or merge with or into, or sell, convey or lease all or substantially all of its assets to, any other company; provided that in any such case:
