Covenant Not to Consolidate, Merge Clause Samples
Covenant Not to Consolidate, Merge. Convey or Transfer Except ------------------------------------------------------------- Under Certain Conditions. ------------------------ The Company shall not consolidate with, or merge with or into, or convey or transfer (excluding by way of lease) all or substantially all of its Properties (as determined at the time of such transfer without regard to any prior conveyance or transfer or series of conveyances or transfers made on unrelated transactions) to any other Person, or permit any Person to convey, lease or transfer all or substantially all of its Properties to the Company, unless:
(a) The Company shall be the continuing Person or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which all or substantially all of the Properties of the Company are conveyed or transferred (the "surviving Person"): (i) shall be a corporation organized and existing under the laws of the United States of America or any state thereof or the District of Columbia; (ii) shall expressly assume, by an indenture and other agreements supplemental hereto and to the Operative Documents, executed and delivered to the Trustee in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, interest on and Liquidated Damages with respect to all the Securities and the observance and performance of every covenant, condition and obligation of this Indenture, the Securities and the Operative Documents on the part of the Company to be observed or performed;
(b) Immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing hereunder;
(c) In the case of any such conveyance or transfer, such conveyance or transfer includes, without limitation, all of the Collateral and in any event such consolidation, merger, conveyance or transfer shall be on such terms as shall fully preserve the Lien and security of each of the Operative Documents, the priority thereof purported to be established thereby and the rights and powers of the Trustee, the Collateral Agent, the Slot Trustee and the Holders of the Securities under each of the Operative Documents; and
(d) The Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each stating that such merger, consolidation, transfer, conveyance, or acquisition of assets and such supplemental indenture comply with the Indenture.
Covenant Not to Consolidate, Merge. CONVEY, TRANSFER OR LEASE PROPERTY EXCEPT UNDER CERTAIN CONDITIONS
Covenant Not to Consolidate, Merge. Convey, Transfer or Lease Property except under Certain Conditions
Covenant Not to Consolidate, Merge. Convey, Transfer or Lease Property Except Under Certain Conditions 74 Section 10.02. Rights and Duties of Successor Entity 74 Section 10.03. Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent 75
Covenant Not to Consolidate, Merge. Convey, Transfer or Lease Property Except under Certain Conditions 83 SECTION 9.2 Rights and Duties of Successor Corporation 84 SECTION 9.3 Officers’ Certificate and Opinion of Counsel Given to Stock Purchase Contract Agent 84 ARTICLE X Covenants 84
SECTION 10.1 Performance Under Stock Purchase Contracts 84 SECTION 10.2 Maintenance of Office or Agency 85 SECTION 10.3 Company to Reserve Common Stock 86 SECTION 10.4 Covenants as to Common Stock 86 SECTION 10.5 Statements of Officers of the Company as to Default 86 SECTION 10.6 ERISA 86 SECTION 10.7 Tax Treatment 86 SECTION 10.8 Relationship to Indemnification Security Agreement 87 SECTION 10.9 USA Patriot Act 90 EXHIBIT A Form of Normal Common Equity Unit Certificate A-1 EXHIBIT B Form of Stripped Common Equity Unit Certificate B-1 EXHIBIT C Instruction to Stock Purchase Contract Agent with Respect to a Collateral Substitution C-1 EXHIBIT D Notice from Stock Purchase Contract Agent to Holders D-1 EXHIBIT E Notice to Settle by Cash E-1 EXHIBIT F Series C Make-Whole Table G-1 EXHIBIT G Series D Make-Whole Table H-1 EXHIBIT H Series E Make-Whole Table I-1 This Stock Purchase Contract Agreement, dated as of November 1, 2010, between MetLife, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Trust Company Americas, acting as stock purchase contract agent for the Holders of Common Equity Units (as defined herein) from time to time (the “Stock Purchase Contract Agent”).
Covenant Not to Consolidate, Merge. Convey, Transfer or Lease Property Except under Certain Conditions 88 Section 9.02. Rights and Duties of Successor Corporation 88 Section 9.03. Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent 89 COVENANTS Section 10.01. Performance Under Purchase Contracts 89 Section 10.02. Maintenance of Office or Agency 89 Section 10.03. Company to Reserve Common Stock 90 Section 10.04. Covenants as to Common Stock 90 Section 10.05. Statements of Officers of the Company as to Default 91 Section 10.06. ERISA 91 Section 10.07. Tax Treatment 91 EXHIBITS Exhibit A – Form of Corporate Units Certificate Exhibit B – Form of Treasury Units Certificate Exhibit C – Instruction to Purchase Contract Agent Exhibit D – Notice from Purchase Contract Agent to Holders Exhibit E – Notice to Settle by Separate Cash Exhibit F – Notice from Purchase Contract Agent to Collateral Agent PURCHASE CONTRACT AGREEMENT, dated as of [ ], between THE PMI GROUP, INC., a Delaware corporation (the “Company”), and [ ], a [ ], acting as purchase contract agent for the Holders of Units (as defined herein) from time to time (the “Purchase Contract Agent”).