Common use of Certain Requirements in Respect of Combination, etc Clause in Contracts

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it may do so if: (a) such other person or continuing corporation (the “RG Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG under this agreement; and (b) such transaction shall be upon such terms and conditions as to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG USCo shall not consummate complete any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation entity resulting therefromtherefrom unless, provided that it and may do so if: (a) such other person or continuing corporation entity (herein called the “RG "USCo Successor”) "), by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG USCo Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG USCo Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG USCo under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shareshereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG USCo shall not consummate complete any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation entity resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person or continuing corporation entity (herein called the “RG "USCo Successor”) "), by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an a trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Trustee, acting reasonably, and in the opinion of legal counsel to the Trustee are reasonably necessary or advisable to evidence the assumption by the RG USCo Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG USCo Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG USCo under this agreementAgreement; and (b) such transaction shall shall, to the satisfaction of the Trustee, acting reasonably, and in the opinion of legal counsel to the Trustee, be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or the holders of the Exchangeable SharesBeneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG US Gold shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person Person or continuing corporation (the “RG "US Gold Successor”") by operation of lawLaw, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG US Gold Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG US Gold Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG US Gold under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Acquiror shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person or continuing corporation (herein called the “RG "Acquiror Successor”) "), by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an a trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Trustee, acting reasonably, and in the opinion of legal counsel to the Trustee are reasonably necessary or advisable to evidence the assumption by the RG Acquiror Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Acquiror Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Acquiror under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or the holders of the Exchangeable SharesBeneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Neither RVI nor RVI Sub shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person Person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it but may do so if: (a) such other person Person or continuing corporation (the “RG Successor”) ), by operation of law, becomes, without morefurther action, bound by the terms and provisions of this agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, transaction an agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Trustee and in the opinion of legal counsel to the Trustee are necessary or advisable to evidence the assumption by the RG Successor of liability for all moneys payable and property deliverable hereunder and hereunder, the covenant of such RG Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG RVI or RVI Sub, as the case may be, under this agreement; and (b) such transaction shall shall, to the satisfaction of the Trustee, be upon such terms and conditions as to which substantially preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or the holders of the Exchangeable SharesHolders hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG MEC shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person or continuing corporation (the “RG "MEC Successor”") by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement Agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG MEC Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG MEC Successor to pay and deliver or cause to be delivered the same and its agreement Agreement to observe and perform all the covenants and obligations of RG MEC under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Lululemon shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person or continuing corporation (herein called the “RG Lululemon Successor”) ), by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an a trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Trustee, acting reasonably, and in the opinion of legal counsel to the Trustee are reasonably necessary or advisable to evidence the assumption by the RG Lululemon Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Lululemon Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Lululemon under this agreementAgreement; and (b) such transaction shall shall, to the satisfaction of the Trustee, acting reasonably, and in the opinion of legal counsel to the Trustee, be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or the holders of the Exchangeable SharesBeneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG US Gold shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: : (ai) such other person or continuing corporation (the “RG "US Gold Successor”") by operation of lawLaw, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG US Gold Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG US Gold Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG US Gold under this agreementAgreement; and and (bii) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or the holders of the Exchangeable SharesBeneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Lululemon shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person or continuing corporation (the “RG Lululemon Successor”) by operation of law, becomes, without more, becomes bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Lululemon Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Lululemon Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Lululemon under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shareshereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it may do so if: (a) such other person or continuing corporation (the “RG Successor”) ), by operation of law, becomes, without more, bound by the terms and provisions of this agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an a trust agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG under this agreement; : and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or the holders of the Exchangeable SharesBeneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG MEC shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person Person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person Person or continuing corporation (herein called the “RG "MEC Successor”) "), by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement Agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG MEC Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG MEC Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG MEC under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable SharesHolders hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG If either ParentCo or its affiliates are outstanding, RG the Corporation shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person Person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it may do so ifshall ensure that: (a) such other person Person or continuing corporation (the “RG Successor”) ), by operation of law, becomes, without more, bound by the terms and provisions of this agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, transaction an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG Successor of liability for all moneys payable and property deliverable hereunder and hereunder, the covenant of such RG Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG ParentCo under this agreement; and (b) such transaction shall be upon such terms and conditions as to which substantially preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or the holders of the Exchangeable SharesHolders hereunder.

Certain Requirements in Respect of Combination, etc. So long Except as any Exchangeable Shares not owned by RG or its affiliates are outstandingcontemplated in the Share Exchange Agreement, RG Patch shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it may do so ifunless: (a) such other person or continuing corporation (the “RG "Patch Successor”") by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Patch Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Patch Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Patch under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable SharesParties hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG the Parent or its affiliates subsidiaries are outstanding, RG the Parent shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets (on a consolidated basis) would become the property of any other person or, in the case of a merger, of the continuing corporation or other legal entity resulting therefrom, provided that it may do so if: (a) such other person or continuing corporation or other legal entity (the “RG "Parent Successor”") by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Parent Successor to pay and deliver or cause to be paid and delivered the same and its agreement to observe and perform all the covenants and obligations of RG the Parent under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So As long as any Exchangeable outstanding Redeemable Corporation Shares not are owned by RG any person other than Pubco or any of its affiliates are outstandingaffiliates, RG Pubco shall not consummate any transaction (whether by way of reconstruction, recapitalization, reorganization, consolidation, arrangement, merger, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, or of the continuing corporation resulting therefrom, provided that it may do so iftherefrom unless: (a) such other person or continuing corporation (the “RG Pubco Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to before or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Pubco Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Pubco Successor to pay and deliver or cause to be paid and delivered the same and its agreement to observe and perform all the covenants and obligations of RG Pubco under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as to substantially preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Redeemable Corporation Shares.

Certain Requirements in Respect of Combination, etc. So As long as any Exchangeable Shares not outstanding Common Units are owned by RG any Person other than USCo, USCo2 or its affiliates are outstandingany of their respective affiliates, RG Pubco shall not consummate any transaction (whether by way of reconstruction, recapitalization, reorganization, consolidation, arrangement, merger, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, Person or of the continuing corporation resulting therefrom, provided that it may do so iftherefrom unless: (a) such other person Person or continuing corporation (the “RG Pubco Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to before or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Pubco Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Pubco Successor to pay and deliver or cause to be paid and delivered the same and its agreement to observe and perform all the covenants and obligations of RG Pubco under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as to substantially preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable SharesCommon Units.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG TMW shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person Person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it but may do so if: (a) such other person Person or continuing corporation (the “RG "TMW Successor”) "), by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, transaction an agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Trustee and in the opinion of legal counsel to the Trustee are necessary or advisable to evidence the assumption by the RG TMW Successor of liability for all moneys payable and property deliverable hereunder and hereunder, the covenant of such RG TMW Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG TMW under this agreementAgreement; and (b) such transaction shall shall, to the reasonable satisfaction of the Trustee and in the opinion of legal counsel to the Trustee, be upon such terms and conditions as to which substantially preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or the holders of the Exchangeable SharesHolders hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG Akerna or its affiliates are outstanding, RG Akerna shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a an amalgamation or merger, of the continuing corporation resulting therefrom, provided that it may do so if: (a) such other person or continuing corporation (the “RG Akerna Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG Akerna Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Akerna Successor to pay and deliver or cause to be paid and delivered the same and its agreement to observe and perform all the covenants and obligations of RG Akerna under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG the Parent or its affiliates are outstanding, RG the Parent shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it may do so if: (a) such other person or continuing corporation (the “RG "Parent Successor”) "), by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an a trust agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Parent Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG the Parent under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or the holders of the Exchangeable SharesBeneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. So As long as any Exchangeable outstanding Redeemable Corporation Shares not are owned by RG any Person other than Pubco or any of its affiliates are outstandingaffiliates, RG Pubco shall not consummate any transaction (whether by way of reconstruction, recapitalization, reorganization, consolidation, arrangement, merger, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, Person or of the continuing corporation resulting therefrom, provided that it may do so iftherefrom unless: (a) such other person Person or continuing corporation (the “RG Pubco Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to before or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Pubco Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Pubco Successor to pay and deliver or cause to be paid and delivered the same and its agreement to observe and perform all the covenants and obligations of RG Pubco under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as to substantially preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Redeemable Corporation Shares.

Certain Requirements in Respect of Combination, etc. So As long as any Exchangeable Shares not (other than those owned by RG Coors or its affiliates affiliates) are outstanding, RG Coors shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person Person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person Person or continuing corporation (the “RG "Coors Successor”") by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Coors Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Coors Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Coors under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shareshereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Marathon shall not consummate complete any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person Person or, in the case of a merger, of the continuing corporation entity resulting therefromtherefrom unless, provided that it and may do so if: (a) such other person Person or continuing corporation entity (herein called the “RG Successor”) ), by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Marathon under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shareshereunder.

Certain Requirements in Respect of Combination, etc. So As long as any outstanding Exchangeable Shares not are owned by RG any person other than Newmont or any of its affiliates are outstandingaffiliates, RG Newmont shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person or continuing corporation (the “RG Newmont Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Newmont Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Newmont Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Newmont under this agreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG The Parent shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it may do so iftherefrom unless: (a) such other person or continuing corporation (herein called the “RG "Parent Successor”") by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an transaction a agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Holder and in the opinion of legal counsel to the Holder are necessary or advisable to evidence the assumption by the RG Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Parent Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG the Parent under this agreementAgreement; and (b) such transaction shall shall, to the satisfaction of the Holder and in the opinion of legal counsel to the Holder, be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable SharesHolder hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Paid shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a takeover, merger, amalgamation, arrangement, or other business combination, of the continuing corporation person resulting therefrom, provided that it may do so iftherefrom unless: (a) such other person or continuing corporation (the “RG Paid Successor”) by operation of lawLaw, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG Paid Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Paid Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Paid under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable SharesNon-Affiliated Holders.

Certain Requirements in Respect of Combination, etc. So long Except as any Exchangeable Shares not owned by RG or its affiliates are outstandingcontemplated in the Share Exchange Agreement, RG Patch shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it may do so ifunless: (a) such other person or continuing corporation (the “RG Successor”"PATCH SUCCESSOR") by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Patch Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Patch Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Patch under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable SharesParties hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG The Trust shall not consummate complete any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation entity resulting therefromtherefrom unless, provided that it and may do so if: (a) such other person or continuing corporation entity (herein called the “RG "Trust Successor”) "), by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Trust Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Trust Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Trust under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shareshereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG InfoSpace shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person or continuing corporation (the “RG "InfoSpace --------- Successor”") by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG InfoSpace Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG InfoSpace Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG InfoSpace under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shareshereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG ARC shall not consummate complete any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation entity resulting therefromtherefrom unless, provided that it and may do so if: (a) such other person or continuing corporation entity (herein called the “RG "ARC Successor”) "), by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG ARC Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG ARC Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG ARC under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shareshereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG MetaSolv shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a consolidation or merger, of the continuing corporation or other entity resulting therefrom, provided that it unless, but may do so if: (a) such other person or continuing corporation or other entity (herein called the “RG "MetaSolv Successor”) "), by operation of law, becomes, without morefurther action, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG MetaSolv Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG MetaSolv Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG MetaSolv under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as to which substantially preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable SharesShareholders hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG Molycorp or its affiliates are outstanding, RG Molycorp shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it may do so if: (a) such other person or continuing corporation (the “RG Molycorp Successor”) ), by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an a trust agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG Molycorp Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Molycorp Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Molycorp under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or the holders of the Exchangeable SharesBeneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Shire shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it may do so iftherefrom unless: (a) such other person or continuing corporation (the “RG Shire Successor”") by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Shire Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Shire Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Shire under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or and the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Shire shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it may do so iftherefrom unless: (a) such other person or continuing corporation (the “RG Successor”"SHIRE SUCCESSOR") by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Shire Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Shire Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Shire under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or and the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So As long as any outstanding Exchangeable Shares not (excluding Nullified Shares) are owned by RG or its affiliates are outstandingany person, RG LCE shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it may do so iftherefrom unless: (a) such other person or continuing corporation (the “RG Successor”"LCE SUCCESSOR") by operation of law, becomes, without more, bound by the terms and provisions of this agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG LCE Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG LCE Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG LCE under this agreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG US Gold shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person Person or continuing corporation (the “RG US Gold Successor”) by operation of lawLaw, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG US Gold Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG US Gold Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG US Gold under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG ParentCo shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person Person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person Person or continuing corporation (the “RG Successor”"PARENTCO SUCCESSOR") by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG ParentCo Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG ParentCo Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG ParentCo under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shareshereunder.

Certain Requirements in Respect of Combination, etc. So As long as any Exchangeable Shares not owned by RG Pure or its affiliates are outstanding, RG Pure shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets or Parent Common Shares would become the property of any other person Person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person Person or continuing corporation (the “RG "Pure Successor”'') by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to before or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Pure Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Pure Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Pure under this agreementAgreement; (b) in the event that Parent Common Shares are reclassified or otherwise changed as part of such transaction, the same or an economically equivalent change is simultaneously made to, or in the rights of the holders of, the Exchangeable Shares; and (bc) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So ‌ As long as any Exchangeable outstanding Common Shares not are owned by RG any Person other than Holdco or any of its affiliates are outstandingaffiliates, RG Pubco shall not consummate any transaction (whether by way of reconstruction, recapitalization, reorganization, consolidation, arrangement, merger, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, Person or of the continuing corporation resulting therefrom, provided that it may do so iftherefrom unless: (a) such other person Person or continuing corporation (the “RG Pubco Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to before or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Pubco Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Pubco Successor to pay and deliver or cause to be paid and delivered the same and its agreement to observe and perform all the covenants and obligations of RG Pubco under this agreementAgreement; andand‌ (b) such transaction shall be upon such terms and conditions as to substantially preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Common Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Parent shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person Person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it but may do so if: (a) such other person Person or continuing corporation (the “RG "Parent Successor”) "), by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, transaction an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Parent Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Parent under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as to substantially preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shareshereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Duke Energy shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person Person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person Person or continuing corporation (the “RG Successor”"DUKE ENERGY SUCCESSOR") by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Duke Energy Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Duke Energy Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Duke Energy under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG FCE shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person Person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person Person or continuing corporation (herein called the “RG "FCE Successor”) "), by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an a trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Trustee, acting reasonably, and in the opinion of legal counsel to the Trustee are reasonably necessary or advisable to evidence the assumption by the RG FCE Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG FCE Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG FCE under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or the holders of the Exchangeable SharesBeneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Polar US shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, or in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person or continuing corporation (the “RG Polar US Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Polar US Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Polar US Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Polar US under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shareshereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Infospace shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person or continuing corporation (the “RG "Infospace Successor”") by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Infospace Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Infospace Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Infospace under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shareshereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG Rockford or its affiliates are outstanding, RG Rockford shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing surviving corporation resulting therefrom, provided that it may do so if: (a) such other person or continuing surviving corporation (the “RG Rockford Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG Rockford Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Rockford Successor to pay and deliver or cause to be paid and delivered the same and its agreement to observe and perform all the covenants and obligations of RG Rockford under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Neither of TD Waterhouse nor WISI shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person or continuing corporation (the “RG Successor”) ), by operation of law, becomes, without more, bound by the terms and provisions of this agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, transaction an agreement supplemental hereto and such other instruments (if any) as are are, necessary or advisable to evidence the assumption by the RG Successor of liability for all moneys money payable and property deliverable hereunder and the covenant of such RG Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG TD Waterhouse or WISI, as the case may be, under this agreement; and (b) such transaction shall shall, be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities rights of the other parties hereunder or the holders of the Exchangeable Sharesany person hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG shall Rational will not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefromfrom the merger unless, provided that it but may do so if: (a) such the other person or continuing corporation (the “RG "Rational Successor”") by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such that transaction, an agreement supplemental hereto to this Agreement and such any other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Rational Successor of liability for all moneys payable and property deliverable hereunder in accordance with this Agreement and the Plan of Arrangement and the covenant of such RG the Rational Successor to pay and deliver or cause to be delivered the same and its agreement Agreement to observe and perform all the covenants and obligations of RG Rational under this agreementAgreement; and (b) such the transaction shall will be upon such the terms and conditions as to which substantially preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder under this Agreement or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG the Parent or its affiliates are outstanding, RG the Parent shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it may do so if: (a) such other person or continuing corporation (the “RG Parent Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Parent Successor to pay and deliver or cause to be paid and delivered the same and its agreement to observe and perform all the covenants and obligations of RG the Parent under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Parent shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person Person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it but may do so if: : (a) such other person Person or continuing corporation (the “RG "Parent Successor”) "), by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, transaction an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Parent Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Parent under this agreementAgreement; and and (b) such transaction shall be upon such terms and conditions as to substantially preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.hereunder. 3.2

Certain Requirements in Respect of Combination, etc. So long Except as any Exchangeable Shares not owned by RG or its affiliates are outstandingcontemplated in the Share Exchange Agreement, RG WACI shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, Support Agreement transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it may do so ifunless: (a) such other person or continuing corporation (the “RG "WACI Successor”") by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG WACI Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG WACI Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG WACI under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable SharesParties hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG US Parent or its affiliates are outstanding, RG US Parent shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, combination, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a mergeran amalgamation or merger or combination, of the continuing corporation resulting therefrom, provided that it may do so if: (a) such other person or continuing corporation (the “RG US Parent Successor”) by operation of lawLaw, becomes, without more, becomes bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG US Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG US Parent Successor to pay and deliver or cause to be paid and delivered the same and its agreement to observe and perform all the covenants and obligations of RG US Parent under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Harvest Energy Trust shall not consummate complete any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation entity resulting therefromtherefrom unless, provided that it and may do so if: (a) such other person or continuing corporation entity (herein called the “RG "Harvest Energy Trust Successor”) "), by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Harvest Energy Trust Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Harvest Energy Trust Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Harvest Energy Trust under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shareshereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Neither of TD Waterhouse nor WISI shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person or continuing corporation (the “RG "Successor”) "), by operation of law, becomes, without more, bound by the terms and provisions of this agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, transaction an agreement supplemental hereto and such other instruments (if any) as are are, necessary or advisable to evidence the assumption by the RG Successor of liability for all moneys money payable and property deliverable hereunder and the covenant of such RG Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG TD Waterhouse or WISI, as the case may be, under this agreement; and (b) such transaction shall shall, be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities rights of the other parties hereunder or the holders of the Exchangeable Sharesany person hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Spinco shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person or continuing corporation (the “RG Spinco Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Spinco Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Spinco Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Spinco under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders hereunder. Table of the Exchangeable Shares.Contents

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Qualcomm shall not consummate complete any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person Person or, in the case of a merger, of the continuing corporation entity resulting therefromtherefrom unless, provided that it and for certainty, Qualcomm may do so complete such a transaction if: (a) such other person Person or continuing corporation entity (herein called the “RG Successor”) ), by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Qualcomm under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as are required to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shareshereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG The Parent shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person or continuing corporation (the “RG Parent Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG the Parent Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG the Parent under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shareshereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG United Royale or its affiliates are outstanding, RG United Royale shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it may do so if: (a) such other person or continuing corporation (the “RG United Royale Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG United Royale Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG United Royale Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG United Royale under this agreement; and (b) such transaction shall be upon such terms and conditions as to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG JDS Uniphase shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person or continuing corporation (the “RG "JDS Uniphase Successor”") by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement Agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG JDS Uniphase Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG JDS Uniphase Successor to pay and deliver or cause to be delivered the same and its agreement Agreement to observe and perform all the covenants and obligations of RG JDS Uniphase under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG Vail or its affiliates are outstanding, RG Vail shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a an amalgamation or merger, of the continuing corporation resulting therefrom, provided that it may do so if: (a) such other person or continuing corporation (the “RG Vail Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG Vail Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Vail Successor to pay and deliver or cause to be paid and delivered the same and its agreement to observe and perform all the covenants and obligations of RG Vail under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Duke Energy shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person Person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person Person or continuing corporation (the “RG "Duke Energy Successor”") by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Duke Energy Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Duke Energy Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Duke Energy under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Merge shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwiseother-wise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person Person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person Person or continuing corporation (the “RG Merge Successor”” ) by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Merge Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Merge Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Merge under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shareshereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG Rockford or its affiliates are outstanding, RG Rockford shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it may do so if: (a) such other person or continuing corporation (the “RG Rockford Successor”) ), by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an a trust agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG Rockford Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Rockford Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Rockford under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or the holders of the Exchangeable SharesBeneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Acquiror shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person Person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person Person or continuing corporation (the “RG Acquiror Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Acquiror Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Acquiror Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Acquiror under this agreementAgreement; (b) in the event that the Acquiror Shares are reclassified or otherwise changed as part of such transaction, the same or an economically equivalent change is simultaneously made to, or in the rights of the holders of, the Exchangeable Shares; and (bc) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long Except as any Exchangeable Shares not owned by RG or its affiliates are outstandingcontemplated in the Share Exchange Agreement, RG Apta shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it but may do so if: (a) such other person or continuing corporation (the “RG "Apta Successor”") by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Apta Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Apta Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Apta under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable SharesParties hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG The U.S. Company shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person Person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it unless, but may do so if: (a1) such other person Person or continuing corporation (the “RG U.S. Company Successor”) ), by operation of law, becomes, without more, becomes bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, executes prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG U.S. Company Successor of liability for all moneys payable and property deliverable hereunder hereunder, and the covenant of such RG U.S. Company Successor to pay and deliver or cause to be delivered the same same, and its agreement to observe and perform all the covenants and obligations of RG the U.S. Company under this agreementAgreement; and (b2) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable SharesParties hereunder.

Certain Requirements in Respect of Combination, etc. So long as there are any Exchangeable Shares outstanding that are not owned by RG Quanta, Callco or its affiliates are outstandingother Quanta Affiliate, RG unless a Redemption Date has been established by the Board of Directors as a result of a Quanta Control Transaction, Quanta shall not consummate any transaction contemplated by clause (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease i) or otherwise(ii) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefromdefinition of Quanta Control Transaction, provided that it may do so ifunless: (a) such other person Person or continuing corporation (the “RG Quanta Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Quanta Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Quanta Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Quanta under this agreementAgreement; and (b) such transaction shall be upon such the terms and conditions as to of such transaction substantially preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shareshereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG NPS shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwiseother-wise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person Person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person Person or continuing corporation (the “RG "NPS Successor”") by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG NPS Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG NPS Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG NPS under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shareshereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG If either ParentCo or its affiliates are outstanding, RG the Corporation shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person Person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it may do so ifshall ensure that: (a) such other person Person or continuing corporation (the “RG "Successor”) "), by operation of law, becomes, without more, bound by the terms and provisions of this agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, transaction an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG Successor of liability for all moneys payable and property deliverable hereunder and hereunder, the covenant of such RG Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG ParentCo under this agreement; and (b) such transaction shall be upon such terms and conditions as to which substantially preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or the holders of the Exchangeable SharesHolders hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG The Parent shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it may do so iftherefrom unless: (a) such other person or continuing corporation (the “RG "Parent Successor”) "), by operation of law, becomes, without more, bound by the terms and provisions of this agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an transaction a agreement supplemental hereto and such other instruments (if any) as are are, in the opinion of the Trustee, necessary or advisable to evidence the assumption by the RG Parent Successor of liability for all moneys money payable and property deliverable hereunder and the covenant of such RG Parent Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG the Parent under this agreement; and (b) such transaction shall shall, in the opinion of the Trustee, be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or the holders of the Exchangeable SharesNon-Affiliated Holders hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Holdings shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it may do so iftherefrom unless: (a) such other person or continuing corporation (the “RG Successor”"HOLDINGS SUCCESSOR") by operation of law, becomes, without more, bound by the terms and provisions of this agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Holdings Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Holdings Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Holdings under this agreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or and the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG US Gold shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person or continuing corporation (the “RG US Gold Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG US Gold Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG US Gold Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG US Gold under this agreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG the Parent or its affiliates are outstanding, RG the Parent shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it may do so if: (a) such other person or continuing corporation (the “RG Parent Successor”) ), by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an a trust agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Parent Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG the Parent under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or the holders of the Exchangeable SharesBeneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Parent shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwiseother-wise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person Person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person Person or continuing corporation (the “RG "Parent Successor”") by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Parent Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Parent under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shareshereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG Molycorp or its affiliates are outstanding, RG Molycorp shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it may do so if: (a) such other person or continuing corporation (the “RG Molycorp Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG Molycorp Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Molycorp Successor to pay and deliver or cause to be paid and delivered the same and its agreement to observe and perform all the covenants and obligations of RG Molycorp under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Advantage Trust shall not consummate complete any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation entity resulting therefromtherefrom unless, provided that it and may do so if: (a) such other person or continuing corporation entity (herein called the “RG Successor”) "TRUST SUCCESSOR"), by operation of law, becomes, without more, bound by the terms and provisions of this agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Trust Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Trust Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Advantage Trust under this agreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shareshereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG FCE shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person Person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person Person or continuing corporation (the “RG "FCE Successor”") by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG FCE Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG FCE Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG FCE under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Abgenix shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person Person (or, in the case of a merger, of the continuing corporation resulting therefrom) unless, provided that it but may do so if: (a) such other person Person or continuing corporation (the “RG "Abgenix Successor”") by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Abgenix Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Abgenix Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Abgenix under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Company Special Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG If ParentCo shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person Person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it may do so ifshall ensure that: (a) such other person Person or continuing corporation (the “RG "ParentCo Successor”) "), by operation of law, becomes, without more, bound by the terms and provisions of this agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, transaction an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG ParentCo Successor of liability for all moneys payable and property deliverable hereunder and hereunder, the covenant of such RG ParentCo Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG ParentCo under this agreement; and (b) such transaction shall be upon such terms and conditions as to which substantially preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable SharesVendors hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG US Gold shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: : (ai) such other person or continuing corporation (the “RG US Gold Successor”) by operation of lawLaw, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG US Gold Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG US Gold Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG US Gold under this agreementAgreement; and and (bii) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or the holders of the Exchangeable SharesBeneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Coeur shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person or continuing corporation (the “RG Successor”"COEUR SUCCESSOR") by operation of law, becomes, without more, bound by the terms and provisions of this agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG Coeur Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Coeur Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Coeur under this agreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG If NetGateway shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation company resulting therefrom, provided it shall ensure that it may do so if: (a) such other person or continuing corporation company (the “RG "NetGateway Successor”) "), by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG NetGateway Successor of liability for all moneys monies payable and property deliverable hereunder and hereunder, the covenant of such RG NetGateway Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG NetGateway under this agreement; and (b) such transaction shall be upon such terms and conditions as to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable SharesAgreement.