When Corporation May Merge, etc Sample Clauses

When Corporation May Merge, etc. Subject to Section 2.13, the Corporation shall not consolidate or merge with or into, or transfer, sell, lease or convey all or substantially all of its Property to, any Person unless: (i) the corporation formed by or surviving any such consolidation or merger, or the Person to which such transfer, sale, lease or conveyance shall have been made, unconditionally assumes by supplemental indenture all the obligations of the Corporation under the Securities and this Indenture including but not limited to the due and punctual payment of the principal of and interest on all the Securities; (ii) immediately after the transaction, the Consolidated Tangible Capital of the corporation formed by or surviving such consolidation or merger, or the Person to which such transfer, sale, lease or conveyance has been made, shall not be a negative amount; and (iii) immediately after the transaction no Default or Event of Default exists. The Corporation shall deliver to the Trustee prior to the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of the transaction under this Indenture have been met. The surviving corporation shall be the successor Corporation, but the predecessor Corporation in the case of a transfer, sale, lease or conveyance shall not be released from the obligation to pay the principal of and interest on the Securities. The parties hereto recognize that the remedies otherwise provided in this Indenture may not provide an adequate remedy in the case of noncompliance by the Corporation under this Section. The parties hereto therefore agree that, in any such case of noncompliance, the Trustee shall be entitled to seek an injunction or specific performance of the Corporation's obligations under this Section, or any other equitable remedies, in addition to other remedies provided in this Indenture.

When Corporation May Merge, etc. 14 Section 4.02

When Corporation May Merge, etc. The Corporation shall not consolidate with or merge into, or transfer all or substantially all of its assets to, another corporation unless the resulting, surviving or transferee corporation assumes by appropriate binding instrument all of the obligations of the Corporation under the Notes and this Agreement. Thereafter all such obligations of the predecessor corporation shall terminate.

When Corporation May Merge, etc. The Corporation shall not consolidate or merge into, or sell or transfer or lease all or substantially all of its assets to, any Person unless: (1) the Person is a corporation organized and existing under the Laws of the United States, or any State thereof or the District of Columbia; (2) the Person assumes by supplemental indenture all the obligations of the Corporation under the Debentures and this Indenture except that it need not assume the obligations of the Corporation as to conversion of the Debentures if pursuant to Section 11.15, the Corporation or another Person obligates itself by supplemental indenture to deliver securities, cash or other assets upon conversion of the Debentures; (3) immediately after the transaction no Default exists; and (4) the Corporation has delivered to the Trustee an Officer's Certificate and Opinion of Counsel each stating that the transaction and supplemental indenture comply with this ARTICLE and Section 11.

When Corporation May Merge, etc. The Corporation shall not consolidate with or merge into, or transfer or lease all or substantially all of its assets to, any Person unless: (1) the Person is a corporation organized and existing under the laws of the United States, or any State thereof or the District of Columbia; (2) the Person assumes by supplemental indenture all the obligations of the Corporation under the Debentures and this Indenture; (3) immediately after the transaction no Default exists; and (4) the Corporation has delivered to the Trustee an Officers' Certificate and Opinion of Counsel each stating that the transaction and supplemental indenture comply with this Article. The surviving transferee or lessee corporation shall be the successor Corporation and deemed to and be substituted for the Corporation under the Indenture, and the predecessor Corporation in the case of a transfer or lease shall be released from all obligations and covenants under the Indenture and the Debentures.

When Corporation May Merge, etc. The Corporation shall not consolidate or merge into, or transfer or lease all or substantially all of its assets to, any Person unless: (1) the Person is a corporation or limited liability company organized and existing under the Laws of the United States, or any State thereof or the District of Columbia; (2) the Person (if the surviving entity in the case of a merger or the lessee or acquiror of assets) assumes by supplemental indenture all the obligations of the Corporation under the Debentures and this Indenture; (3) immediately after the transaction no Default exists; and (4) the Corporation has delivered to the Trustee an Officers' Certificate and Opinion of Counsel each stating that the transaction and supplemental indenture comply with this Article. The surviving transferee or lessee corporation shall be the successor Corporation and deemed to and be substituted for the Corporation under the Indenture, and the predecessor Corporation in the case of a transfer or lease shall be released from all obligations and covenants under the Indenture and the Debentures.

When Corporation May Merge, etc. The Corporation shall not consolidate with or merge into, or transfer all or substantially all of its assets to, another corporation unless the resulting, surviving or transferee corporation assumes by supplemental Indenture all the obligations of the Corporation under the Securities and this Indenture. No consent of any Security Owner or Trustee is required with respect to any such consolidation, merger or transfer that complies with the previous sentence.

When Corporation May Merge, etc. The Corporation will not dissolve or otherwise dispose of all or substantially all of its assets, and will not consolidate with or merge into another corporation, partnership or other entity; provided that the Corporation may consolidate with or merge into a corporation or partnership organized and existing under the laws of one of the states of the United States, or sell or otherwise transfer to another domestic corporation or partnership all or substantially all of its assets and thereafter dissolve, if the surviving, resulting or transferee corporation or partnership, as the case may be (if other than the Corporation): (i) assumes by supplemental indenture all of the obligations of the Corporation under this Indenture and further agrees that it will continue to operate its facilities as part of a system comprising a public utility regulated by the Public Service Commission of the State of Montana or another federal or state agency or authority; and (ii) has a net worth immediately subsequent to such acquisition, consolidation or merger equal to or greater than $10,000,000; and (iii) immediately after such acquisition, consolidation or merger, is not in default in the performance of any covenant or condition under this Indenture; and (iv) immediately after giving effect to such transaction, no Default, shall have happened and be continuing. For purposes of this Section 5.01, the term "net worth" shall mean the Consolidated assets of the Corporation and its Consolidated Subsidiaries, less the Consolidated liabilities of the Corporation and its Consolidated Subsidiaries as determined in accordance with generally accepted accounting principles. At least 30 days prior to the consummation of any of the actions contemplated by this Section the Corporation shall deliver to the Trustee an Officers' Certificate and Opinion of Counsel each stating that the transaction and supplemental indenture comply with this Article. The surviving, resulting or transferee corporation or partnership, as the case may be, shall be the successor to the Corporation and deemed to and be substituted for the Corporation under the Indenture, and the predecessor Corporation in the case of a transfer or lease shall be released from all obligations and covenants under the Indenture and the Notes.

When Corporation May Merge, etc. The Corporation shall not consolidate with or merge into, or transfer the property of the Corporation as an entirety or substantially as an entirety to, another Person unless (i) if the resulting, surviving or transferee Person is not the Corporation, such Person shall be a Person that assumes by supplemental indenture all the obligations of the Corporation under the Notes and this Indenture and is an entity organized and existing under the laws of the United States or any political subdivision thereof,