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

Certain Requirements in Respect of Combination, etc. Neither Amalco nor Pubco shall enter into any transaction (whether by way of reconstruction, reorganization, consolidation, 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, but may do so if: (a) such other Person or continuing corporation (the "Pubco Successor"), by operation of law, becomes, without further 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 an agreement supplemental hereto and such other instruments (if any) as are satisfactory to a representative of the Holders appointed by Exchangeable Holder Approval and in the opinion of legal counsel to the Holders are necessary or advisable evidence the assumption by the Pubco Successor of liability for all moneys payable and property deliverable hereunder, the covenant of such Pubco 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 Pubco under this Agreement, and (b) such transaction shall, to the satisfaction of a representative of the Holders appointed by Exchangeable Holder Approval, be upon such terms which substantially preserve and do not impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Holders hereunder.

Certain Requirements in Respect of Combination, etc. Neither Amalco nor Pubco Enerplus shall enter into not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, 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, but may do so if: (a) such other Person person or continuing corporation (herein called the "Pubco Trust Successor"), by operation of law, becomes, without further actionmore, 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 trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to a representative of the Holders appointed by Exchangeable Holder Approval Trustee, acting reasonably, and in the opinion of legal counsel to the Holders Trustee are reasonably necessary or advisable to evidence the assumption by the Pubco Trust Successor of liability for all moneys payable and property deliverable hereunder, hereunder (including without limitation one or more voting securities of such Trust Successor to allow Beneficiaries to exercise voting rights in respect of the Trust Successor substantially similar to those provided for in this Agreement in respect of Enerplus) and the covenant of such Pubco 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 Pubco Enerplus under this Agreement, ; and (b) such transaction shall, to the satisfaction of a representative of the Holders appointed by Exchangeable Holder Approval, shall be upon such terms which and conditions as substantially to preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Holders Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. Neither Amalco nor As long as any outstanding Common Units are owned by any Person other than PC Corp or any of its affiliates or any outstanding Redeemable Corporation Shares are owned by any Person other than Pubco or any of its affiliates, Pubco shall enter into not consummate any transaction (whether by way of reconstruction, recapitalization, reorganization, consolidation, arrangement, merger, amalgamation, 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, but may do so iftherefrom unless: (a) such other Person or continuing corporation (the "“Pubco Successor"), ”) by operation of law, becomes, without further actionmore, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to before or contemporaneously with the consummation of such transaction transaction, an agreement supplemental hereto and such other instruments (if any) as are satisfactory to a representative of the Holders appointed by Exchangeable Holder Approval and in the opinion of legal counsel to the Holders are reasonably necessary or advisable to evidence the assumption by the Pubco Successor of liability for all moneys payable and property deliverable hereunder, hereunder and the covenant of such 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 Pubco under this Agreement, ; and (b) such transaction shall, to the satisfaction of a representative of the Holders appointed by Exchangeable Holder Approval, shall be upon such terms which 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 Trustee other parties hereunder or the holders of the Holders hereunderCommon Units and Redeemable Corporation Shares.

Certain Requirements in Respect of Combination, etc. Neither Amalco Paid nor Pubco Callco shall enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, 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 Other Corporation (as defined below) or, in the case of a take-over, merger, arrangement, amalgamation or other business combination, of the continuing corporation resulting therefrom, but may do so if: (a) such other Person Other Corporation or continuing corporation (the "Pubco “Paid Successor"), ”) by operation of lawLaw, becomes, without further actionmore, 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 a representative of the Holders appointed by Exchangeable Holder Approval and in the opinion of legal counsel to the Holders are necessary or advisable to evidence the assumption by the Pubco Paid Successor of liability for all moneys payable and property deliverable hereunder, hereunder and the covenant of such Pubco 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 Pubco Paid or Callco, as the case may be, under this Agreement, ; and (b) such transaction shall, to the satisfaction of a representative of the Holders appointed by Exchangeable Holder Approval, shall be upon such terms which and conditions as substantially to preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Non-Affiliated Holders hereunder.

Certain Requirements in Respect of Combination, etc. Neither Amalco nor Pubco Acquiror shall enter into not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, 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, but may do so if: (a) such other Person person or continuing corporation (herein called the "Pubco “Acquiror Successor"”), by operation of law, becomes, without further actionmore, 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 trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to a representative of the Holders appointed by Exchangeable Holder Approval Trustee, acting reasonably, and in the opinion of legal counsel to the Holders Trustee are reasonably necessary or advisable to evidence the assumption by the Pubco Acquiror Successor of liability for all moneys payable and property deliverable hereunder, hereunder and the covenant of such Pubco 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 Pubco Acquiror under this Agreement, ; and (b) such transaction shall, to the satisfaction of a representative of the Holders appointed by Exchangeable Holder Approval, shall be upon such terms which and conditions as substantially to preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Holders Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. Neither Amalco nor Pubco LoJack shall enter into not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, 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, but may do so if: (a) 11.1.1 such other Person person or continuing corporation (herein called the "Pubco “LoJack Successor"”), by operation of law, becomes, without further actionmore, 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 trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to a representative of the Holders appointed by Exchangeable Holder Approval Trustee, acting reasonably, and in the opinion of legal counsel to the Holders Trustee are reasonably necessary or advisable to evidence the assumption by the Pubco LoJack Successor of liability for all moneys payable and property deliverable hereunder, hereunder and the covenant of such Pubco LoJack 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 Pubco LoJack under this Agreement, ; and (b) 11.1.2 such transaction shall, to the satisfaction of a representative the Trustee, acting reasonably, and in the opinion of legal counsel to the Holders appointed by Exchangeable Holder ApprovalTrustee, be upon such terms which and conditions as substantially to preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Holders Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. Neither Amalco nor Pubco Coors shall enter into not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, 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, but may do so if: (a) such other Person person or continuing corporation (herein called the "Pubco Coors Successor"), by operation of law, becomes, without further actionmore, 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 trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to a representative of the Holders appointed by Exchangeable Holder Approval Trustee, acting reasonably, and in the opinion of legal counsel to the Holders Trustee are reasonably necessary or advisable to evidence the assumption by the Pubco Coors Successor of liability for all moneys payable and property deliverable hereunder, hereunder and the covenant of such Pubco 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 Pubco Coors under this Agreement, ; and (b) such transaction shall, to the satisfaction of a representative the Trustee, acting reasonably, and in the opinion of legal counsel to the Holders appointed by Exchangeable Holder ApprovalTrustee, be upon such terms which and conditions as substantially to preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Holders Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. Neither Amalco nor Pubco So long as any Exchangeable Shares not owned by Parent or its Affiliates are outstanding, Parent shall not enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or sale for 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 an amalgamation or merger, of the continuing corporation resulting therefrom, but provided that it may do so ifif as a result of such transactions, and concurrently therewith, the Exchangeable Shares held by the Beneficiaries are exchanged for Delaware Common Stock in accordance with their terms, and in any other case: (a) such other Person person or continuing corporation (the "Pubco “Parent Successor"”), by operation of law, becomes, without further actionmore, 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 trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to a representative of the Holders appointed by Exchangeable Holder Approval and in the opinion of legal counsel to the Holders are necessary or advisable to evidence the assumption by the Pubco Parent Successor of liability for all moneys payable and property deliverable hereunder, hereunder and the covenant of such Pubco 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 Pubco Parent under this Agreement, ; and (b) such transaction shall, to the satisfaction of a representative of the Holders appointed by Exchangeable Holder Approval, shall be upon such terms which and conditions as to substantially preserve and do not impair in any material respect any of the rights, duties, powers and authorities of the Share Trustee or the holders of the Holders hereunderExchangeable Shares.

Certain Requirements in Respect of Combination, etc. Neither Amalco nor Pubco Acquiror shall enter into not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, 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, but may do so if: (a) such other Person person or continuing corporation (herein called the "Pubco “Acquiror Successor"”), by operation of law, becomes, without further actionmore, 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 trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to a representative of the Holders appointed by Exchangeable Holder Approval Trustee, acting reasonably, and in the opinion of legal counsel to the Holders Trustee are reasonably necessary or advisable to evidence the assumption by the Pubco Acquiror Successor of liability for all moneys payable and property deliverable hereunder, hereunder (including without limitation one or more voting securities of such Acquiror Successor to allow Beneficiaries to exercise voting rights in respect of the Acquiror Successor substantially similar to those provided for in this Agreement in respect of Acquiror) and the covenant of such Pubco 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 Pubco Acquiror under this Agreement, ; and (b) such transaction shall, to the satisfaction of a representative of the Holders appointed by Exchangeable Holder Approval, shall be upon such terms which and conditions as substantially to preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Holders Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. Neither Amalco nor Pubco As long as any outstanding Exchangeable Shares are owned by any person other than Newmont or any of its affiliates, Newmont shall enter into not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, 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, but may do so if: (a) such other Person person or continuing corporation (the "Pubco SuccessorNEWMONT SUCCESSOR"), ) by operation of law, becomes, without further actionmore, 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 a representative of the Holders appointed by Exchangeable Holder Approval and in the opinion of legal counsel to the Holders are reasonably necessary or advisable to evidence the assumption by the Pubco Newmont Successor of liability for all moneys payable and property deliverable hereunder, hereunder and the covenant of such Pubco 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 Pubco Newmont under this Agreement, agreement; and (b) such transaction shall, to the satisfaction of a representative of the Holders appointed by Exchangeable Holder Approval, shall be upon such terms which and conditions as substantially to preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee other parties hereunder or the holders of the Holders hereunderExchangeable Shares.

Certain Requirements in Respect of Combination, etc. Neither Amalco nor Pubco WSI shall enter into not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, 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, but may do so iftherefrom unless: (a) such other Person or continuing corporation (the "Pubco SuccessorWSI SUCCESSOR"), ) by operation of law, becomes, without further actionmore, 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 a representative of the Holders appointed by Exchangeable Holder Approval and in the opinion of legal counsel to the Holders are reasonably necessary or advisable to evidence the assumption by the Pubco WSI Successor of liability for all moneys payable and property deliverable hereunder, hereunder and the covenant of such Pubco WSI 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 Pubco WSI under this Agreement, and; (b) in the event that WSI 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 (c) such transaction shall, to the satisfaction of a representative of the Holders appointed by Exchangeable Holder Approval, shall be upon such terms which and conditions as to substantially preserve and do not impair in any material respect any of the rights, duties, powers and authorities of the Trustee other parties hereunder or the holders of the Holders hereunderExchangeable Shares.

Certain Requirements in Respect of Combination, etc. Neither Amalco nor Pubco shall enter into Vivendi agrees not to consummate any transaction (whether by way of reconstruction, reorganization, consolidation, 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, but may do so if: (a) such other Person person or continuing corporation (herein called the "Pubco Vivendi Successor"), by operation of law, becomes, without further actionmore, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to before or contemporaneously with the consummation of such transaction transaction, an agreement supplemental hereto and such other instruments (if any) as are satisfactory to a representative of the Holders appointed by Exchangeable Holder Approval Custodian, acting reasonably, and in the opinion of legal counsel to the Holders Custodian are reasonably necessary or advisable to evidence the assumption by the Pubco Vivendi Successor of liability for all any moneys payable and property deliverable hereunder, hereunder by Vivendi and the covenant of such Pubco Vivendi 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 Pubco Vivendi under this Agreement, ; and (b) such transaction shall, to the satisfaction of a representative the Custodian, acting reasonably, and in the opinion of legal counsel to the Holders appointed by Exchangeable Holder ApprovalCustodian, be upon such terms which and conditions as substantially to preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee Custodian or of the Holders hereunder.

Certain Requirements in Respect of Combination, etc. Neither Amalco nor Pubco ServiceSoft shall not enter into any transaction (whether by way of reconstruction, reorganization, consolidation, 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, but may do so if:. (a) such other Person person or continuing corporation is a duly incorporated corporation (the a "Pubco SuccessorSERVICESOFT SUCCESSOR"); (b) ServiceSoft Successor, by operation of law, becomes, without further actionmore, 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 Agreement supplemental hereto to this Agreement and such other instruments (if any) as are satisfactory to a representative of the Holders appointed by Exchangeable Holder Approval and in the opinion of legal counsel to the Holders Trustee are necessary or advisable to evidence the assumption by the Pubco ServiceSoft Successor of liability for all moneys payable and property deliverable hereunder, under this Agreement and the covenant of such Pubco ServiceSoft 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 Pubco ServiceSoft under this perform Agreement, ; and (bc) such transaction shall, in the opinion of legal counsel to the satisfaction of a representative of the Holders appointed by Exchangeable Holder ApprovalTrustee, be upon such terms which as substantially to preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Holders hereunderBeneficiaries under this Agreement.

Certain Requirements in Respect of Combination, etc. Neither Amalco nor Pubco BackWeb shall not enter into any transaction (whether by way of reconstruction, reorganization, consolidation, 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, but may may-do so if: (a) such other Person person or continuing corporation is a duly incorporated corporation (the a "Pubco BackWeb Successor"); (b) BackWeb Successor, by operation of law, becomes, without further actionmore, 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 Agreement supplemental hereto to this Agreement and such other instruments (if any) as are satisfactory to a representative of the Holders appointed by Exchangeable Holder Approval Trustee and in the opinion of legal counsel to the Holders Trustee are necessary or advisable to evidence the assumption by the Pubco BackWeb Successor of liability for all moneys payable and property deliverable hereunder, under this Agreement and the covenant of such Pubco BackWeb 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 Pubco BackWeb under this Agreement, ; and (bc) such transaction shall, to the satisfaction of a representative the Trustee and in the opinion of legal counsel to the Holders appointed by Exchangeable Holder ApprovalTrustee, be upon such terms which as substantially to preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Holders hereunderBeneficiaries under this Agreement.

Certain Requirements in Respect of Combination, etc. Neither Amalco nor Pubco The Parent shall not enter into any transaction (whether by way of reconstruction, reorganization, consolidation, 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, but may do so if: (a) such other Person person or continuing corporation (the "Pubco Parent Successor"), by operation of law, becomes, without further actionmore, bound by the terms and provisions of this Agreement trust 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 a representative of the Holders appointed by Exchangeable Holder Approval and are, in the opinion of legal counsel to the Holders are Trustee, necessary or advisable to evidence the assumption by the Pubco Parent Successor of liability for all moneys money payable and property deliverable hereunder, hereunder and the covenant of such Pubco 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 Pubco the Parent under this Agreement, trust agreement; and (b) such transaction shall, in the opinion of legal counsel to the satisfaction of a representative of the Holders appointed by Exchangeable Holder ApprovalTrustee, be upon such terms which as substantially to preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Non-Affiliated Holders hereunder.

Certain Requirements in Respect of Combination, etc. Neither Amalco nor Pubco As long as any outstanding Exchangeable Shares are owned by any Person other than AMVESCAP or any of its Affiliates, AMVESCAP shall enter into not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, 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, but may do so if: (a) such other Person or continuing corporation (the "Pubco SuccessorAMVESCAP SUCCESSOR"), ) by operation of law, becomes, without further actionmore, 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 a representative of the Holders appointed by Exchangeable Holder Approval and in the opinion of legal counsel to the Holders are reasonably necessary or advisable to evidence the assumption by the Pubco AMVESCAP Successor of liability for all moneys payable and property deliverable hereunder, hereunder and the covenant of such Pubco AMVESCAP 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 Pubco AMVESCAP under this Agreement, agreement; and (b) such transaction shall, to the satisfaction of a representative of the Holders appointed by Exchangeable Holder Approval, shall be upon such terms which and conditions as substantially to preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee other parties hereunder or the holders of the Holders hereunderExchangeable Shares.

Certain Requirements in Respect of Combination, etc. Neither Amalco nor Pubco Spinco shall enter into not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, 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, but may do so if: (a) such other Person person or continuing corporation (herein called the "Pubco “Spinco Successor"”), by operation of law, becomes, without further actionmore, 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 trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to a representative of the Holders appointed by Exchangeable Holder Approval Trustee, acting reasonably, and in the opinion of legal counsel to the Holders Trustee are reasonably necessary or advisable to evidence the assumption by the Pubco Spinco Successor of liability for all moneys payable and property deliverable hereunder, hereunder and the covenant of such Pubco 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 Pubco Spinco under this Agreement, and; and Table of Contents (b) such transaction shall, to the satisfaction of a representative the Trustee, acting reasonably, and in the opinion of legal counsel to the Holders appointed by Exchangeable Holder ApprovalTrustee, be upon such terms which and conditions as substantially to preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Holders Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. Neither Amalco nor Pubco shall not enter into any transaction (whether by way of reconstruction, reorganization, consolidation, 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, but may do so iftherefrom unless: (ai) such other Person or continuing corporation (the "Pubco Successor"), by operation of law, becomes, without further 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 an agreement supplemental hereto and such other instruments (if any) as are satisfactory to a representative of the Holders appointed by Exchangeable Holder Approval and in the opinion of legal counsel to the Holders are necessary or advisable to evidence the assumption by the Pubco Successor of liability for all moneys monies payable and property deliverable hereunder, hereunder and the covenant of such Pubco 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 Pubco under this Agreement, and (b) ; and such transaction shall, to the satisfaction of a representative of the Holders appointed by Exchangeable Holder Approval, shall be upon such terms which as substantially to preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Holders hereunder; or (ii) doing so will not, in the reasonable opinion of Pubco, adversely affect the rights of any holder of Exchangeable Shares, and Pubco provides to each holder of Exchangeable Shares 15 days notice of such intended action.

Certain Requirements in Respect of Combination, etc. Neither Amalco As long as any Exchangeable Shares not owned by Neutron or its affiliates are outstanding, neither Neutron nor Pubco Neutron Holdings shall enter into consummate any transaction (whether by way of reconstruction, reorganization, consolidation, 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 or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, but may do so if: (a) such other Person or continuing corporation (the "Pubco Neutron Successor"), '') by operation of law, becomes, without further actionmore, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to before or contemporaneously with the consummation of such transaction transaction, an agreement supplemental hereto and such other instruments (if any) as are satisfactory to a representative of the Holders appointed by Exchangeable Holder Approval and in the opinion of legal counsel to the Holders are reasonably necessary or advisable to evidence the assumption by the Pubco Neutron Successor of liability for all moneys payable and property deliverable hereunder, hereunder and the covenant of such Pubco Neutron 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 Pubco Neutron under this Agreement, and; (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 (c) such transaction shall, to the satisfaction of a representative of the Holders appointed by Exchangeable Holder Approval, shall be upon such terms which and conditions as substantially to preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee other parties hereunder or the holders of the Holders hereunderExchangeable Shares.

Certain Requirements in Respect of Combination, etc. Neither Amalco nor Pubco Apta and Exchangeco shall enter into not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, 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, but may do so if: (a) such other Person person or continuing corporation (herein called the "Pubco Apta Successor"), by operation of law, becomes, without further actionmore, 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 transaction, a Agreement supplemental hereto and such other instruments (if any) as are satisfactory to a representative of the Holders appointed by Exchangeable Holder Approval Agent, acting reasonably, and in the opinion of legal counsel to the Holders Agent are reasonably necessary or advisable to evidence the assumption by the Pubco Apta Successor of liability for all moneys payable and property deliverable hereunder, hereunder and the covenant of such Pubco 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 Pubco Apta under this Agreement, ; and (b) such transaction shall, to the satisfaction of a representative the Agent, acting reasonably, and in the opinion of legal counsel to the Holders appointed by Exchangeable Holder ApprovalAgent, be upon such terms which and conditions as substantially to preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee Agent or of the Holders Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. Neither Amalco OSI nor Pubco PTI Holdco shall enter into any transaction (whether by way of reconstruction, reorganization, consolidation, 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, but may do so if: (a) (i) such other Person or continuing corporation (the "Pubco Successor"), by operation of law, becomes, without further 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 satisfactory to a representative of the Holders appointed by Exchangeable Holder Approval Trustee and in the opinion of legal counsel to the Holders Trustee are necessary or advisable to evidence the assumption by the Pubco Successor of liability for all moneys payable and property deliverable hereunder, the covenant of such Pubco 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 Pubco OSI or PTI Holdco, as the case may be, under this Agreement, agreement; and (bi) such transaction shall, to the satisfaction of a representative of the Holders appointed by Exchangeable Holder ApprovalTrustee, be upon such terms which substantially preserve and do not impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Holders hereunder; or (b) all Exchangeable Shares are redeemed or repurchased pursuant to Article 7 of the Exchangeable Share Provisions or under the Redemption Call Rights prior to or concurrently with the consummation of such transactions.

Certain Requirements in Respect of Combination, etc. Neither Amalco nor Pubco WSI shall enter into not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, 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, but may do so if: (a) such other Person person or continuing corporation (herein called the "Pubco SuccessorWSI SUCCESSOR"), by operation of law, becomes, without further actionmore, 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 trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to a representative of the Holders appointed by Exchangeable Holder Approval Trustee, acting reasonably, and in the opinion of legal counsel to the Holders Trustee are reasonably necessary or advisable to evidence the assumption by the Pubco WSI Successor of liability for all moneys payable and property deliverable hereunder, hereunder and the covenant of such Pubco WSI 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 Pubco WSI under this Agreement, ; and (b) such transaction shall, to the satisfaction of a representative the Trustee, acting reasonably, and in the opinion of legal counsel to the Holders appointed by Exchangeable Holder ApprovalTrustee, be upon such terms which and conditions as to preserve substantially preserve and do not impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Holders Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. Neither Amalco nor Pubco Advantage Trust shall enter into not complete any transaction (whether by way of reconstruction, reorganization, consolidation, 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, but may do so if: (a) such other Person person or continuing corporation entity (herein called the "Pubco Successor"), by operation of law, becomes, without further actionmore, 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 trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to a representative of the Holders appointed by Exchangeable Holder Approval Trustee, acting reasonably, and in the opinion of legal counsel to the Holders Trustee are reasonably necessary or advisable to evidence the assumption by the Pubco Successor of liability for all moneys payable and property deliverable hereunder, hereunder and the covenant of such Pubco 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 Pubco Advantage Trust under this Agreement, ; and (b) such transaction shall, to the satisfaction of a representative the Trustee, acting reasonably, and in the opinion of legal counsel to the Holders appointed by Exchangeable Holder ApprovalTrustee, be upon such terms which and conditions as substantially to preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Holders Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. Neither Amalco nor Pubco Vivendi shall enter into not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets or Vivendi Shares would become the property of any other Person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, but may do so if: (a) such other Person or continuing corporation (the "Pubco SuccessorVIVENDI SUCCESSOR"), ) by operation of law, becomes, without further actionmore, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to before or contemporaneously with the consummation of such transaction transaction, an agreement supplemental hereto and such other instruments (if any) as are satisfactory to a representative of the Holders appointed by Exchangeable Holder Approval and in the opinion of legal counsel to the Holders are reasonably necessary or advisable to evidence the assumption by the Pubco Vivendi Successor of liability for all moneys payable and property deliverable hereunder, hereunder and the covenant of such Pubco Vivendi 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 Pubco Vivendi under this Agreement, and; (b) in the event that Vivendi ADSs 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 (c) such transaction shall, to the satisfaction of a representative of the Holders appointed by Exchangeable Holder Approval, shall be upon such terms which and conditions as substantially to preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee other parties hereunder or the holders of the Holders hereunderExchangeable Shares.

Certain Requirements in Respect of Combination, etc. Neither Amalco nor Pubco ARC shall enter into not complete any transaction (whether by way of reconstruction, reorganization, consolidation, 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, but may do so if: (a) such other Person person or continuing corporation entity (herein called the "Pubco ARC Successor"), by operation of law, becomes, without further actionmore, 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 trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to a representative of the Holders appointed by Exchangeable Holder Approval Trustee, acting reasonably, and in the opinion of legal counsel to the Holders Trustee are reasonably necessary or advisable to evidence the assumption by the Pubco ARC Successor of liability for all moneys payable and property deliverable hereunder, hereunder and the covenant of such Pubco 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 Pubco ARC under this Agreement, ; and (b) such transaction shall, to the satisfaction of a representative the Trustee, acting reasonably, and in the opinion of legal counsel to the Holders appointed by Exchangeable Holder ApprovalTrustee, be upon such terms which and conditions as substantially to preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Holders Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. Neither Amalco nor Pubco Amdocs, directly or indirectly, shall enter into not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, 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, but may do so if: (a) such other Person person or continuing corporation (herein called the "Pubco Amdocs Successor"), by operation of law, becomes, without further actionmore, 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 satisfactory to a representative of the Holders appointed by Exchangeable Holder Approval Trustee and in the opinion of legal counsel to the Holders Trustee are reasonably necessary or advisable to evidence the assumption by the Pubco Amdocs Successor of Amdocs' liability for all moneys payable and property deliverable hereunder, by Amdocs hereunder and the covenant of such Pubco Amdocs 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 Pubco Amdocs under this Agreement, ; and (b) such transaction shall, to the reasonable satisfaction of a representative the Trustee and in the opinion of legal counsel to the Holders appointed by Exchangeable Holder ApprovalTrustee, be upon such terms which substantially preserve and do not impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Holders hereunder.so as to substantially

Certain Requirements in Respect of Combination, etc. Neither Amalco nor Pubco shall enter into Vivendi agrees not to consummate any transaction (whether by way of reconstruction, reorganization, consolidation, 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, but may do so if: (a) such other Person person or continuing corporation (herein called the "Pubco SuccessorVIVENDI SUCCESSOR"), by operation of law, becomes, without further actionmore, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to before or contemporaneously with the consummation of such transaction transaction, an agreement supplemental hereto and such other instruments (if any) as are satisfactory to a representative of the Holders appointed by Exchangeable Holder Approval Custodian, acting reasonably, and in the opinion of legal counsel to the Holders Custodian are reasonably necessary or advisable to evidence the assumption by the Pubco Vivendi Successor of liability for all any moneys payable and property deliverable hereunder, hereunder by Vivendi and the covenant of such Pubco Vivendi 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 Pubco Vivendi under this Agreement, ; and (b) such transaction shall, to the satisfaction of a representative the Custodian, acting reasonably, and in the opinion of legal counsel to the Holders appointed by Exchangeable Holder ApprovalCustodian, be upon such terms which and conditions as substantially to preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee Custodian or of the Holders hereunder.

Certain Requirements in Respect of Combination, etc. Neither Amalco nor Pubco ParentCo shall enter into not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, 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, but may do so if: (a) such other Person person or continuing corporation (herein called the "Pubco SuccessorPARENTCO SUCCESSOR"), by operation of law, becomes, without further actionmore, 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 trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to a representative of the Holders appointed by Exchangeable Holder Approval Trustee, acting reasonably, and in the opinion of legal counsel to the Holders Trustee are reasonably necessary or advisable to evidence the assumption by the Pubco ParentCo Successor of liability for all moneys payable and property deliverable hereunder, hereunder and the covenant of such Pubco 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 Pubco ParentCo under this Agreement, ; and (b) such transaction shall, to the satisfaction of a representative the Trustee, acting reasonably, and in the opinion of legal counsel to the Holders appointed by Exchangeable Holder ApprovalTrustee, be upon such terms which and conditions as substantially to preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Holders Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. Neither Amalco CCo nor Pubco CCo Sub shall enter into any transaction (whether by way of reconstruction, reorganization, consolidation, 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, but may do so if: (a) such other Person or continuing corporation (the "Pubco Successor"), by operation of law, becomes, without further 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 satisfactory to a representative of the Holders appointed by Exchangeable Holder Approval Trustee and in the opinion of legal counsel to the Holders Trustee are necessary or advisable to evidence the assumption by the Pubco Successor of liability for all moneys payable and property deliverable hereunder, the covenant of such Pubco 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 Pubco CCo or CCo Sub, as the case may be, under this Agreement, agreement; and (b) such transaction shall, to the satisfaction of a representative of the Holders appointed by Exchangeable Holder ApprovalTrustee, be upon such terms which substantially preserve and do not impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Holders hereunder.

Certain Requirements in Respect of Combination, etc. Neither Amalco Acquiror nor Pubco Callco shall enter into consummate any transaction (whether by way of reconstruction, reorganization, consolidation, 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, but may do so if: (a) such other Person or continuing corporation (the "Pubco “Acquiror Successor"), ”) by operation of law, becomes, without further actionmore, 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 a representative of the Holders appointed by Exchangeable Holder Approval and in the opinion of legal counsel to the Holders are reasonably necessary or advisable to evidence the assumption by the Pubco Acquiror Successor of liability for all moneys payable and property deliverable hereunder, hereunder and the covenant of such Pubco 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 Pubco Acquiror or Callco, as the case may be, under this Agreement, and; (b) in the event that the Acquiror 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 (c) such transaction shall, to the satisfaction of a representative of the Holders appointed by Exchangeable Holder Approval, shall be upon such terms which and conditions as substantially to preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee other parties hereunder or the holders of the Holders hereunderExchangeable Shares.

Certain Requirements in Respect of Combination, etc. Neither Amalco nor Pubco Veritas shall not enter into any transaction (whether by way of reconstruction, reorganization, consolidation, merger, amalgamation, 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 mergermerger or amalgamation, of the continuing corporation resulting therefromtherefrom unless, but may do so if: (ai) such other Person or continuing corporation (the "Pubco Veritas Successor"), by operation of law, becomes, without further 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 satisfactory to a representative of the Holders appointed by Exchangeable Holder Approval Trustee and in the opinion of legal counsel to the Holders Trustee are necessary or advisable to evidence the assumption by the Pubco Veritas Successor of liability for all moneys payable and property deliverable hereunder, hereunder and the covenant of such Pubco Veritas 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 Pubco Veritas under this Agreement, agreement; and (bii) such transaction shall, to the satisfaction of a representative the Trustee and in the opinion of legal counsel to the Holders appointed by Exchangeable Holder ApprovalTrustee, be upon such terms which as substantially to preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Holders hereunder.

Certain Requirements in Respect of Combination, etc. Neither Amalco nor Pubco So long as any Exchangeable Shares not owned by D-Wave Quantum or its affiliates are outstanding, D-Wave Quantum shall not enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale, lease or sale for 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 an amalgamation or merger, of the continuing corporation resulting therefrom, but provided that it may do so if: (a) such other Person person or continuing corporation (the "Pubco “D-Wave Quantum Successor"”), by operation of law, becomes, without further actionmore, 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 trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to a representative of the Holders appointed by Exchangeable Holder Approval and in the opinion of legal counsel to the Holders are necessary or advisable to evidence the assumption by the Pubco D-Wave Quantum Successor of liability for all moneys payable and property deliverable hereunder, hereunder and the covenant of such Pubco D-Wave Quantum 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 Pubco D-Wave Quantum under this Agreement, ; and (b) such transaction shall, to the satisfaction of a representative of the Holders appointed by Exchangeable Holder Approval, shall be upon such terms which and conditions as to substantially preserve and do not impair in any material respect any of the rights, duties, powers and authorities of the Trustee or the holders of the Holders hereunderExchangeable Shares.