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

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not, without consent of each Holder of Securities, amalgamate, consolidate or combine with or merge with or into any other Person or sell, transfer or lease all or substantially all of its properties and assets, substantially as an entirety to another Person, unless: (a) the resulting, surviving or transferee Person (the "Successor Company") shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States of America, any State thereof, the District of Columbia or the laws of Canada or any province or territory thereunder, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; (b) the transaction will not result in the Successor Company being required to make any deduction or withholding on account of Canadian Taxes from any payments in respect of the Securities; (c) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (d) the Company or the Successor Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger or transfer, and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the provisions of this Indenture, including this Article 8 and Article 9 and that all conditions precedent herein provided for relating to such transaction have been complied with.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not, without the consent of each any Holder of Securities, amalgamate, consolidate or combine with or merge with or into any other Person or sell, transfer or lease all or substantially all of its properties and assets, substantially as an entirety to another Person, unless: (a) the resulting, surviving or transferee Person (the "“Successor Company"”) shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States of America, any State thereof, the District of Columbia or the laws of Canada or any province or territory thereunder, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee and the Co-Trustee, in form reasonably satisfactory to the Trustee and the Co-Trustee, all the obligations of the Company under the Securities and this Indenture; (b) the transaction will not result in the Successor Company being required to make any deduction or withholding on account of Canadian Taxes from any payments in respect of the Securities; (c) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, Default shall have occurred and be continuing; and (dc) the Company or the Successor Company shall have delivered to the Trustee and the Co-Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that (i) such amalgamation, consolidation, merger or transfer, and, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, comply with the provisions of this Indenture, including this Article 8 VIII and Article 9 IX, and that all conditions precedent herein provided for relating (ii) the transaction will not result in the Successor Company being required to such transaction have been complied withpay any Additional Amounts in respect of any payments in respect of the Securities in accordance with Section 10.10.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not, without consent of each any Holder of Securities, amalgamate, consolidate or combine with or merge with or into any other Person or sell, transfer or lease all or substantially all of its properties and assets, substantially as an entirety to another Person, unless: (a) the resulting, surviving or transferee Person (the "Successor Company") shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States of America, any State thereof, the District of Columbia or the laws of Canada or any province or territory thereunder, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; (b) the Trustee is satisfied that the transaction will not result in the Successor Company being required to make any deduction or withholding on account of Canadian Taxes from any payments in respect of the Securities; (c) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (d) the Company or the Successor Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger or transfer, and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the provisions of this Indenture, including this Article 8 13 and Article 9 and that all conditions precedent herein provided for relating to such transaction have been complied with9.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not, without the consent of each any Holder of Securities, amalgamate, consolidate or combine with or merge with or into any other Person or sell, transfer or lease all or substantially all of its properties and assets, substantially as an entirety to another Person, unless: (a) the resulting, surviving or transferee Person (the "Successor Company") shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States of America, any State thereof, the District of Columbia or the laws of Canada or any province or territory thereunder, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; (b) the transaction will not result in the Successor Company being required to make any deduction or withholding on account of Canadian Taxes from any payments in respect of the Securities; (c) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (dc) the Company or the Successor Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that (i) such amalgamation, consolidation, merger or transfer, and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the provisions of this Indenture, including this Article 8 ARTICLE V and Article 9 ARTICLE VI; and that all conditions precedent herein provided for relating (ii) the transaction will not result in the Successor Company being required to such transaction have been complied withmake any deduction or withholding on account of Canadian Taxes from any payments in respect of the Securities.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not, without the consent of each any Holder of Securities, amalgamate, consolidate or combine with or merge with or into any other Person or sell, transfer or lease all or substantially all of its properties and assets, substantially as an entirety to another Person, unless: (a) the resulting, surviving or transferee Person (the "“Successor Company"”) shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States of America, any State thereof, Puerto Rico, the District of Columbia or the laws of Canada or any province or territory thereunder, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; (b) the Trustee is satisfied that the transaction will not result in the Successor Company being required to make any deduction or withholding on account of Canadian Taxes from any payments in respect of the Securities; (c) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (d) the Company or the Successor Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger or transfer, and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the provisions of this Indenture, including this Article 8 X and Article 9 and that all conditions precedent herein provided for relating to such transaction have been complied withXI.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not, without consent of each any Holder of Securities, amalgamate, consolidate or combine with or merge with or into any other Person or sell, transfer or lease all or substantially all of its properties and assets, substantially as an entirety to another Person, unless: (a) the resulting, surviving or transferee Person (the "“Successor Company"”) shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States of America, any State thereof, the District of Columbia or the laws of Canada or any province or territory thereunder, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; (b) the Trustee is satisfied that the transaction will not result in the Successor Company being required to make any deduction or withholding on account of Canadian Taxes from any payments in respect of the Securities; (c) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (d) the Company or the Successor Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger or transfer, and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the provisions of this Indenture, including this Article 8 13 and Article 9 and that all conditions precedent herein provided for relating to such transaction have been complied with9.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not, without consent of each Holder of Securities, amalgamate, not consolidate or combine with or merge with or into any other Person corporation, or sellconvey or otherwise transfer, transfer or lease all or substantially lease, subject to the Lien of this Indenture, all of its properties and assets, the Mortgaged Property as or substantially as an entirety to another any Person, unless: (a) the resultingcorporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or other transfer, surviving or transferee Person (which leases, the "Successor Company") Mortgaged Property as or substantially as an entirety shall be a corporation, partnership, limited liability company or trust corporation organized and existing under the laws of the United States of AmericaStates, any State thereof, or the District of Columbia or (such corporation being hereinafter sometimes called the laws of Canada or any province or territory thereunder, and the “Successor Company (if not the CompanyCorporation”) shall expressly assume, by supplemental indenture, executed execute and delivered deliver to the TrusteeTrustee an indenture supplemental hereto, in form recordable and reasonably satisfactory to the Trustee, which: (i) in the case of a consolidation, merger, conveyance or other transfer, or in the case of a lease if the term thereof extends beyond the last Stated Maturity of the Securities then Outstanding, contains an assumption by the Successor Corporation of the due and punctual payment of the principal of and premium, if any, and interest, if any, on all the obligations Securities then Outstanding and the performance and observance of every covenant and condition of this Indenture to be performed or observed by the Company under the Securities and this Indenture; (b) the transaction will not result in the Successor Company being required to make any deduction or withholding on account of Canadian Taxes from any payments in respect of the Securities; (c) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuingCompany; and (dii) in the Company case of a consolidation, merger, conveyance or other transfer, contains a grant, conveyance, transfer and mortgage by the Successor Company shall have delivered to Corporation, of the Trustee an Officers' Certificate and an Opinion same tenor of Counsel, each stating that such amalgamation, consolidation, merger or transfer, and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the provisions of this Indenture, including this Article 8 and Article 9 and that all conditions precedent herein provided for relating to such transaction have been complied with.Granting Clauses herein,

Company May Consolidate, Etc., Only on Certain Terms. Section 5.01 of the Original Indenture shall be superseded and replaced with respect to the Notes by the following: The Company shall not, without consent of each Holder of Securities, amalgamate, will not consolidate or combine with or merge with or into any other Person or sellconvey, transfer or lease all or substantially all of its properties and assets, assets substantially as an entirety to another Personany person, unless: (a1) the resultingPerson formed by the consolidation or into which the Company is merged or the person which acquires by conveyance or transfer, surviving or transferee Person (which leases, the "Successor Company") shall properties and assets of the Company substantially as an entirety will be a corporation, partnership, limited liability company or trust Person organized and existing under the laws of the United States of America, any a State thereof, of the United States of America or the District of Columbia or the laws of Canada or any province or territory thereunder, and the Successor Company (if not the Company) shall expressly assumeassumes, by one or more supplemental indentureindentures, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest, if any, on all the obligations Securities of each series and the performance of every covenant of the Company under Original Indenture and of all Supplemental Indentures to be performed or observed by the Securities and this IndentureCompany; (b) the transaction will not result in the Successor Company being required to make any deduction or withholding on account of Canadian Taxes from any payments in respect of the Securities; (c2) immediately after giving effect to such the transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall will have occurred and be continuing; and (d3) the Company or the Successor Company shall have has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that such amalgamation, the consolidation, merger merger, conveyance, transfer or transferlease complies with Article V of the Original Indenture, and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the provisions as amended and supplemented by Article V of this Second Supplemental Indenture, including this Article 8 and Article 9 and that all the conditions precedent herein provided for relating to the transaction set forth in this Section have been fulfilled and such transaction have been complied withconstitutes the legal, valid and binding obligation of the Company enforceable against it in accordance with its terms.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not, without the consent of each Holder of Securities, amalgamate, consolidate or combine with or merge with or into any other Person or sell, transfer or lease all or substantially all of its properties and assets, substantially as an entirety to another Person, unless: (a) the resulting, surviving or transferee Person (the "Successor Company") shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States of America, any State thereof, the District of Columbia or the laws of Canada or any province or territory thereunder, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee and the Co-Trustee, in form reasonably satisfactory to the Trustee and the Co-Trustee, all the obligations of the Company under the Securities and this Indenture; (b) the transaction will not result in the Successor Company being required to make any deduction or withholding on account of Canadian Taxes from any payments in respect of the Securities; (c) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, Default shall have occurred and be continuing; and (dc) the Company or the Successor Company shall have delivered to the Trustee and the Co-Trustee an Officers' Certificate and an Opinion of Counsel, each stating that (i) such amalgamation, consolidation, merger or transfer, and, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, comply with the provisions of this Indenture, including this Article 8 VIII and Article 9 IX, and that all conditions precedent herein provided for relating (ii) the transaction will not result in the Successor Company being required to such transaction have been complied withpay any Additional Amounts in respect of any payments in respect of the Securities in accordance with Section 10.10.

Company May Consolidate, Etc., Only on Certain Terms. The Company shall not, without the consent of each any Holder of Securities, amalgamate, consolidate or combine with or merge with or into any other Person or sell, transfer or lease all or substantially all of its properties and assets, substantially as an entirety to another Person, unless: (a) the resulting, surviving or transferee Person (the "Successor Company") shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States of America, any State thereof, the District of Columbia or the laws of Canada or any province or territory thereunder, and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee and the Co-Trustee, in form reasonably satisfactory to the Trustee and the Co-Trustee, all the obligations of the Company under the Securities and this Indenture; (b) the transaction will not result in the Successor Company being required to make any deduction or withholding on account of Canadian Taxes from any payments in respect of the Securities; (c) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, Default shall have occurred and be continuing; and (dc) the Company or the Successor Company shall have delivered to the Trustee and the Co-Trustee an Officers' Certificate and an Opinion of Counsel, each stating that (i) such amalgamation, consolidation, merger or transfer, and, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, comply with the provisions of this Indenture, including this Article 8 VIII and Article 9 IX, and that all conditions precedent herein provided for relating (ii) the transaction will not result in the Successor Company being required to such transaction have been complied withpay any Additional Amounts in respect of any payments in respect of the Securities in accordance with Section 10.10.