CONSOLIDATION, MERGER OR SALE OF ASSETS
Section 4.01 Consolidation and Mergers of the Company. The Company shall not consolidate with or merge into any other Person or sell, lease, convey or transfer all or substantially all of its assets (determined on a consolidated basis) to any Person, unless:
(a) either (i) in the case of a consolidation or merger, the Company shall be the continuing or surviving Person or (ii) the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer the assets of the Company substantially as an entirety (the Successor Company) shall be a Person formed, organized or existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, the due and punctual payment of the principal of and interest, if any, on all the Securities and the performance or observance of every covenant of this Indenture of the part of the Company to be performed or observed;
(b) immediately after giving effect to such transaction, no Event of Default, and no Default, shall have happened and be continuing; and
(c) the Company or the Successor Company has delivered to the Trustee an Officers Certificate and an Opinion of Counsel each stating that such consolidation, merger, sale, lease, conveyance or transfer and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.
Section 4.02 Successor Company Substituted. Upon any such consolidation, merger, sale, conveyance or transfer in accordance with Section 4.01 hereof, the Successor Company shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, conveyance, transfer or other disposition, the provisions of this Indenture referring to the Company shall instead refer to the Successor Company and not to Southwestern Energy Company), and may exercise every right and power of the Company under the Indenture with the same effect as if such successor Person had been named as the Company herein, and, except in the case of a lease, the predecessor Person shall be released from all obligations and covenants under this Indenture and the Securities.
In case of any such consolidation, merger, sale, lease, conveyance or transfer, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.
Section 4.03 Consolidation, Merger or Sale of Assets by a Security Guarantor.
(a) In the event there are Security Guarantors, no Security Guarantor may:
(1) consolidate with or merge with or into any Person, or
(2) sell, convey, transfer or dispose of, all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person, or
(3) permit any Person to merge with or into the Security Guarantor unless
(i) the other Person is the Company or any Subsidiary that is a Security Guarantor or becomes a Security Guarantor concurrently with the transaction; or