Guarantors May Consolidate, Etc., Only on Certain Terms Sample Clauses
This clause restricts the ability of guarantors to consolidate, merge, or otherwise reorganize their business except under specific, predefined conditions. Typically, it requires that any such action does not adversely affect the guarantors' obligations under the agreement, and may mandate that the successor entity assumes all responsibilities of the original guarantor. The core function of this clause is to protect the interests of the other party by ensuring that a guarantor's restructuring does not undermine the enforceability or value of the guarantee.
Guarantors May Consolidate, Etc., Only on Certain Terms. (a) Except as otherwise provided in Section 9.5 hereof, no Guarantor shall, and the Company will not permit any Guarantor to, consolidate with or merge with or into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any Person, and no Guarantor shall, and the Company will not permit any Guarantor to, permit any Person to consolidate with or merge into such Guarantor or convey, transfer or lease its properties and assets substantially as an entirety to such Guarantor, unless:
(1) subject to Section 9.5 hereof, either such Guarantor shall be the surviving corporation of such consolidation or merger or the resultant or successor corporation shall be a corporation organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the Obligations of such Guarantor under the Indenture and such Guarantor’s Guarantee; and
(2) 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 happened and be continuing, provided, however, that a Guarantor may consolidate with, or sell, convey or lease all or substantially all of its properties and assets to, or merge with or into, any other Person in connection with a Permitted Joint Venture Transaction.
(b) The Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article Nine and that all conditions precedent herein provided for relating to such transaction have been complied with.
(c) In case of any such consolidation, merger, conveyance, transfer or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor...
Guarantors May Consolidate, Etc., Only on Certain Terms. Subject to Section 12.08, no Guarantor shall, and the Issuer shall not permit a Guarantor to, merge, consolidate or amalgamate with or into or wind up into (whether or not such Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:
(1) (A) such Guarantor is the surviving Person or the Person formed by or surviving any such merger, consolidation or amalgamation (if other than such Guarantor or another Guarantor or the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof or the District of Columbia, (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”);
Guarantors May Consolidate, Etc., Only on Certain Terms. Subject to Section 10.05, no Guarantor shall, and the Issuer shall not permit any such Guarantor to, consolidate or merge, consolidate or amalgamate with or into or wind up into, consummate a Division as the Dividing Person with (whether or not such Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions to, any Person unless:
(1) (A) (i) such Guarantor is the surviving Person or (ii) the Person formed by or surviving any such merger, consolidation, amalgamation, winding up or Division (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state thereof or the District of Columbia (in each of (i) and (ii), such Person, as the case may be, being herein called the “Successor Person”);
Guarantors May Consolidate, Etc., Only on Certain Terms. (a) Subject to Section 1208(1)(A), no Subsidiary Guarantor shall, and the Company shall not permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not the Company or such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person (other than the Company or a Subsidiary Guarantor) unless:
(1) (A) such Subsidiary Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the jurisdiction in which such Subsidiary Guarantor was organized or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Person”);
Guarantors May Consolidate, Etc., Only on Certain Terms. A Guarantor shall not consolidate with or merge into any other Person or convey, lease or transfer all or substantially all of its assets to any Person unless:
Guarantors May Consolidate, Etc., Only on Certain Terms. No Guarantor may, in a single transaction or through a series of related transactions, consolidate or merge with or into any Person, or sell, convey, transfer, lease or dispose of all or substantially all of its assets as an entirety or substantially as an entirety, to any Person, or, permit any Person to merge with or into such Guarantor, unless:
(a) the other Person is the Company or any Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or
(b) (1) either (i) the Guarantor is the continuing or surviving Person or (ii) the resulting, surviving or transferee person expressly assumes by an indenture supplemental hereto (or other joinder agreement, as applicable) all of the obligations of the Guarantor under its Note Guaranty, including payment of the Principal Amount and interest (including Additional Interest, if any) on the Securities, the Indenture and the Collateral Documents, and the performance and observance of all of the covenants and conditions to be performed by the Guarantor; and
Guarantors May Consolidate, Etc., Only on Certain Terms. No Guarantor shall consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another corporation or other Person, whether or not affiliated with such Guarantor unless:
(a) subject to Section 11.08, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor under the Guarantee and this Indenture pursuant to a supplemental indenture;
(b) immediately after giving effect to such transaction, no Default or Event of Default exists; and
(c) the Issuers have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel conforming to the provisions of Section 12.04 hereof and each stating that such consolidation, merger, or transfer and such supplemental indenture comply with this Indenture, and an Opinion of Counsel to the effect that such supplemental indenture is a legal and binding agreement enforceable against the Successor Issuer, provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact.
Guarantors May Consolidate, Etc., Only on Certain Terms. No Guarantor may consolidate or amalgamate with or merge into any other Person (other than with or into the Company (subject to Section 5.01) or any other Guarantor(s)), or sell, lease, convey, transfer or otherwise Dispose of all or substantially all of its assets to any Person (other than to the Company or any other Guarantor(s)) unless: either (i) such Guarantor is the surviving or resulting person or (ii) the Person (if other than such Guarantor) formed by such consolidation or amalgamation or into which such Guarantor is merged, or the Person which acquires, by sale, lease, conveyance, transfer or other Disposition, all or substantially all of such Guarantor’s properties and assets, as applicable, shall expressly assume, by a supplemental indenture, such Guarantor’s obligations under its Securities Guarantee and, in which case such person would be substituted for such Guarantor in this Indenture with the same effect as if it had been an original party to this Indenture.
Guarantors May Consolidate, Etc., Only on Certain Terms. No Guarantor may, in one transaction or a series of related transactions, consolidate or merge with or into any Person, or sell, convey, transfer, lease or dispose of all or substantially all of its assets as an entirety or substantially as an entirety, to any Person, or, permit any Person to merge with or into the Guarantor, unless:
(a) the other Person is the Company or any Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or
(b) (i) either (x) the Guarantor is the continuing or surviving Person or (y) the Successor Company is a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and such Successor Company expressly assumes by an indenture supplemental hereto (or other joinder agreement, as applicable) all of the obligations of the Guarantor under its Note Guaranty, including payment of the principal amount and interest (including Additional Interest, if any) on the Securities, this Indenture, the Securities and the Collateral Documents, and the performance and observance of all of the covenants and conditions to be performed by the Guarantor; and
Guarantors May Consolidate, Etc., Only on Certain Terms. Subject to Section 1015(b), each Guarantor shall not, and the Company shall not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: