Common use of Company May Consolidate, Etc. on Certain Terms Clause in Contracts

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. Nothing contained in this Guarantee Subject to the provisions of Section 11.02, the Company shall prevent 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, except that, so long as no Default or Event of Default has occurred or is continuing, any consolidation or merger Subsidiary of the Guarantor Company may be merged or amalgamated with or into the Company or 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 Secured Guarantor, or be liquidated, wound up or dissolved, or all or any part of its successor business, property or successors) authorized assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to acquire and operate the sameCompany or any Secured Guarantor; provided, howeverin the case of such a merger or amalgamation involving the Company, that then the Company shall be the continuing or surviving Person (the “Successor Company”) and in the case of such a merger or amalgamation involving a Secured Guarantor hereby covenants (and agrees thatnot involving the Company), upon any then such consolidation, Secured Guarantor shall be the continuing or surviving Person and in the case of such a merger (where the or amalgamation involving a Guarantor which is not a Secured Guarantor, then such Guarantor shall be the surviving corporation), sale, conveyance, transfer or other dispositionSurviving Person. For purposes of this Section 11.01, the due and punctual payment Disposition of all or substantially all of the any properties and all obligations assets of one or more Subsidiaries of the Guarantor under this Guarantee Company to another Person, which properties and the performance and observance of all the covenants and conditions of this Guarantee to be kept or performed assets, if held by the GuarantorCompany instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be expressly assumed in a guarantee satisfactory in form deemed to be the Guarantee Trustee executed Disposition of all or substantially all of the properties and delivered assets of the Company 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 stockanother Person.

Company May Consolidate, Etc. on Certain Terms. Nothing contained in this Guarantee shall prevent any consolidation The Company covenants that it will not merge or merger of the Guarantor consolidate with or into any other Corporation or sell, assign, transfer, lease or otherwise convey all or substantially all of its property or assets to any Person, unless (i) either the Company shall be the continuing Corporation, or the successor Person (whether or not affiliated with if other than the GuarantorCompany) 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 Corporation organized and existing under the laws of the property United States of America 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 a state thereof 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, Corporation shall expressly assume the due and punctual payment of the principal of (and premium, if any), interest, if any, and Additional Amounts, if any, on all the Securities and any and all obligations of the Guarantor under this Guarantee Coupons, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Guarantee Indenture to be kept or performed by the Guarantor, shall be expressly assumed in a guarantee Company by supplemental indenture satisfactory in form to the Guarantee Trustee Trustee, executed and delivered to the Guarantee Trustee by such Corporation, (ii) each Guarantor shall, by supplemental indenture, confirm that its Guarantee shall apply to the entity formed surviving entity’s obligations under the Securities and this Indenture, as modified by such supplemental indenture, and confirm the due and punctual performance of the Guarantee and the covenants of the Guarantor in this Indenture, and (iii) the Company or such successor Corporation, as the case may be, shall not, immediately after such merger or consolidation, or into which such sale or conveyance, be in default in the Guarantor shall have been mergedperformance of any such covenant or condition. For purposes of the foregoing, any sale, assignment, transfer, lease or other conveyance of the properties and assets of one or more Significant Subsidiaries (other than to the Company or another Subsidiary of the Company), which, if such assets were owned by the entity which Company, would constitute all or substantially all of the properties and assets of the Company, shall have acquired such property be deemed to be the transfer of all or capital stocksubstantially all of the properties and assets of the Company.