Restrictions on Mergers
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Section 801 of the 1997 Indenture:
The Company shall not consolidate with or merge into any other Person or convey, transfer, lease or otherwise dispose of its properties and assets
substantially as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to the
Company, unless:
(1) in case the Company shall consolidate with or merge into
another Person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by
conveyance or transfer or otherwise, or which leases, the properties and assets of the Company substantially as an entirety shall be a Corporation or other similar legal entity, shall be 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, the due and punctual payment of the
principal of (and premium, if any) and interest on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed;
(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; and
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Section 8.1 of the CUSA Base Indenture:
The Company shall not consolidate with or merge with or into, or sell, transfer, lease or convey all or substantially all of its properties and assets to, in
one transaction or a series of related transactions, any other Person, unless:
(1)
the Company shall be the continuing entity, or the resulting, surviving or transferee Person (the Successor) shall be a Person (if such Person is not a corporation, then the Successor shall include a corporate co-issuer of the Securities) organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor (if not the Company) shall expressly assume, by a
Supplemental Indenture hereto, 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;
(2) immediately after giving effect to such transaction, no Default or Event of Default
shall have occurred and be continuing;
(3) the Guarantor, unless it is the other
party to the transactions described above, shall have by Supplemental Indenture confirmed that its Guaranty shall apply to such Successors obligations under the Securities and this Indenture; and
(4) the Company shall have delivered to the Trustee an Officers Certificate and an
Opinion of Counsel, each stating that such transaction and such Supplemental Indenture, if any, complies with this Indenture (except that such Opinion of Counsel need not opine as to clause
(2) above).
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