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

Certain Requirements in Respect of Combination, etc. Parent shall 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 unless: (a) such other Person or continuing corporation (herein called the “Parent 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, 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 Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such 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 Parent under this Agreement; and (b) such transaction 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 Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. Parent Marathon shall not consummate 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 or, in the case of a merger, of the continuing corporation entity resulting therefrom unless, and may do so if: (a) such other Person or continuing corporation entity (herein called the “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, 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 Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such 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 Parent Marathon under this Agreement; and (b) such transaction 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 Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. Parent shall not consummate 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 unless: therefrom, but may do so if: (a) such other Person or continuing corporation (herein called the “"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, a trust agreement transaction an 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 Parent Successor of liability for all moneys payable and property deliverable hereunder and hereunder, the covenant of such 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 Parent under this Agreement; and and (b) such transaction shall, to the satisfaction of the Trustee, acting reasonably, Trustee and in the opinion of legal counsel to the Trustee, be upon such terms and conditions as which 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 Beneficiaries Holders hereunder.. 11.2

Certain Requirements in Respect of Combination, etc. Parent shall not consummate 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 unlesstherefrom, but may do so if: (a) such other Person or continuing corporation (herein called the “"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, a trust agreement transaction an 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 Parent Successor of liability for all moneys payable and property deliverable hereunder and hereunder, the covenant of such 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 Parent under this Agreement; and (b) such transaction shall, to the satisfaction of the Trustee, acting reasonably, Trustee and in the opinion of legal counsel to the Trustee, be upon such terms and conditions as which 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 Beneficiaries Holders hereunder.

Certain Requirements in Respect of Combination, etc. Parent shall Rational will 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 from the merger unless, but may do so if: (a) such the other Person person or continuing corporation (herein called the “Parent "Rational 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 the transaction, a trust agreement supplemental hereto and such other instruments to this trust agreement; (if anyb) as are satisfactory to the Trusteetransaction will, acting reasonably, and in the opinion of legal counsel to Rational received by the Trustee, be upon those terms and conditions as substantially preserve and not impair in any material respect any of the rights, duties, powers and authorities of the Trustee are reasonably or of the Beneficiaries under this trust agreement; and (c) the Trustee will have received the opinion of legal counsel to Rational that any trust agreement supplement, all other instruments necessary or advisable to evidence the assumption by the Parent Rational Successor of liability for all moneys payable and property deliverable hereunder in accordance with this trust agreement and the Plan of Arrangement, and the covenant of such Parent the Rational 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 Parent Rational under this Agreement; and (b) such transaction shall, to the satisfaction trust agreement constitute legally binding and enforceable obligations 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 Trustee or of the Beneficiaries hereunderRational Successor.

Certain Requirements in Respect of Combination, etc. Parent Merge shall 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 therefrom, unless: (a) such other Person person or continuing corporation (herein called the “Parent Merge 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, 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 Parent Merge Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Parent 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 Parent Merge under this Agreement; and (b) such transaction 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 Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. Parent NPS shall 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 unless, but may do so if: (a) such other Person person or continuing corporation (herein called the “Parent "NPS 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, 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 Parent NPS Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Parent 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 Parent NPS under this Agreement; and (b) such transaction 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 Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. The Parent shall not consummate 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 therefrom unless, but may do so if: (a) such other Person person or continuing corporation (herein called the “"Parent Successor”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, transaction a trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Trustee, acting reasonably, Trustee and in the opinion of legal counsel to the Trustee are reasonably necessary or advisable to evidence the assumption by the Parent Successor of liability for all moneys money payable and property deliverable hereunder and the covenant of such 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 the Parent under this Agreementtrust agreement; and (b) such transaction shall, to the satisfaction of the Trustee, acting reasonably, Trustee 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 Trustee or of the Beneficiaries Non-Affiliated Holders hereunder.

Certain Requirements in Respect of Combination, etc. The Parent shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, merger, transfer, sale, lease or of 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, but may do so if: (a) such other Person person or continuing corporation (herein called the “"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, transaction a trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Trustee, acting reasonably, Trustee and in the opinion of legal counsel to the Trustee are reasonably necessary or advisable to evidence the assumption by the Parent Successor of liability for all moneys money payable and property deliverable hereunder and the covenant of such 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 the Parent under this Agreementtrust agreement; and (b) such transaction shall, to the satisfaction of the Trustee, acting reasonably, Trustee 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 Trustee or of the Beneficiaries Non-Affiliated Holders hereunder.

Certain Requirements in Respect of Combination, etc. Parent (1) ParentCo shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, merger, transfer, sale, lease merger 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 unless: (a) such other Person or continuing corporation company (herein called the “Parent Successor”"PARENTCO 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, a trust transaction an 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 Parent ParentCo Successor of liability for all moneys payable and property deliverable hereunder and hereunder, the covenant of such Parent 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 Parent ParentCo under this Agreement; and (b) such transaction shall, shall be upon such terms to the satisfaction of the Trustee, acting reasonably, Trustee and in the opinion of legal counsel to the Trustee, be upon such terms and conditions as acting reasonably, which 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 Beneficiaries Holders hereunder.

Certain Requirements in Respect of Combination, etc. Parent shall 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 unlesstherefrom, but may do so if: (a) such other Person person or continuing corporation (herein called the “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, 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 Parent Successor of liability for all moneys payable and property deliverable hereunder (including without limitation one or more voting securities of such Parent Successor to allow Beneficiaries to exercise voting rights in respect of the Parent Successor substantially similar to those provided for in this Agreement in respect of Parent) and the covenant of such 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 Parent under this Agreement; and (b) such transaction shall, to the satisfaction of the Trustee, acting reasonably, and in the opinion of legal counsel to the Trustee, 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 Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. Parent NOI shall not consummate 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 unlesstherefrom, but may do so if: (a) such other Person or continuing corporation (herein called the “Parent "NOI 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, a trust transaction an agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Trustee, acting reasonably, Trustee and in the opinion of legal counsel to the Trustee are reasonably necessary or advisable to evidence the assumption by the Parent NOI Successor of liability for all moneys payable and property deliverable hereunder and hereunder, the covenant of such Parent NOI 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 Parent NOI under this Agreementagreement; and (b) such transaction shall, to the satisfaction of the Trustee, acting reasonably, Trustee and in the opinion of legal counsel to the Trustee, be upon such terms and conditions as which 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 Beneficiaries Holders hereunder.

Certain Requirements in Respect of Combination, etc. The Parent shall not consummate 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 therefrom unless: (a) such other Person person or continuing corporation (herein called the “"Parent 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, a trust transaction an agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Trustee, acting reasonably, holders of the Exchangeable Shares and in the opinion of legal counsel to the Trustee holders of the Exchangeable Shares are reasonably necessary or advisable to evidence the assumption by the Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such 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 the Parent under this Agreementagreement; and (b) such transaction shall, to the satisfaction of the Trustee, acting reasonably, holders of the Exchangeable Shares and in the opinion of legal counsel to the Trusteeholders of the Exchangeable Shares, 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 Trustee or holders of the Beneficiaries hereunderExchangeable Shares.

Certain Requirements in Respect of Combination, etc. Parent Jaws US shall not consummate 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 unlesstherefrom, but may do so if: (a) such other Person or continuing corporation (herein called the “Parent "Jaws US 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, a trust transaction an agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Trustee, acting reasonably, Trustee and in the opinion of legal counsel to the Trustee are reasonably necessary or advisable to evidence the assumption by the Parent Jaws US Successor of liability for all moneys payable and property deliverable hereunder and hereunder, the covenant of such Parent Jaws 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 Parent Jaws US under this Agreement; and (b) such transaction shall, to the satisfaction of the Trustee, acting reasonably, Trustee and in the opinion of legal counsel to the Trustee, be upon such terms and conditions as which 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 Beneficiaries Holders hereunder.

Certain Requirements in Respect of Combination, etc. The Parent shall not consummate 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 therefrom unless, but may do so if: (a) such other Person person or continuing corporation (herein called the “"Parent Successor”"), by operation of law, becomes, without further actionmore, bound by the terms and provisions of this Trust Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, transaction 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 Parent Successor of liability for all moneys money payable and property deliverable hereunder and the covenant of such 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 the Parent under this Agreementtrust agreement; and (b) such transaction 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 Trustee or of the Beneficiaries hereunderNon-Affiliated Holders hereunder or under the Company's Articles.

Certain Requirements in Respect of Combination, etc. Parent Neither JAG nor ExchangeCo shall not consummate 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 unlesstherefrom, but may do so if: (a) such other Person or continuing corporation (herein called the “Parent "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, a trust transaction an agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Trustee, acting reasonably, Trustee and in the opinion of legal counsel to the Trustee are reasonably necessary or advisable to evidence the assumption by the Parent Successor of liability for all moneys payable and property deliverable hereunder and hereunder, the covenant of such 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 Parent JAG or ExchangeCo, as the case may be, under this Agreementagreement; and (b) such transaction shall, to the satisfaction of the Trustee, acting reasonably, Trustee and in the opinion of legal counsel to the Trustee, be upon such terms and conditions as which 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 Beneficiaries Holders hereunder.

Certain Requirements in Respect of Combination, etc. Parent The Trust shall not consummate 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 therefrom unless: (a) such other Person person or continuing corporation entity (herein called the “Parent "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, 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 Parent Trust Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Parent 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 Parent the Trust under this Agreement; and (b) such transaction 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 Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. Parent EduTrek shall not consummate 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 unlesstherefrom, but may do so if: (a) such other Person or continuing corporation (herein called the “Parent "EduTrek 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, a trust transaction an agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Trustee, acting reasonably, Trustee and in the opinion of legal counsel to the Trustee are reasonably necessary or advisable to evidence the assumption by the Parent EduTrek Successor of liability for all moneys payable and property deliverable hereunder and hereunder, the covenant of such Parent EduTrek 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 Parent EduTrek under this Agreementagreement; and (b) such transaction shall, to the satisfaction of the Trustee, acting reasonably, Trustee and in the opinion of legal counsel to the Trustee, be upon such terms and conditions as which 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 Beneficiaries Holders hereunder.