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

Certain Requirements in Respect of Combination, etc. Subject to Section 26.7 of the Exchangeable Share Provisions, and Article 4 with respect to a Parent Control Transaction, 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 reorganization, consolidation, arrangement, amalgamation, merger, combination, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of an amalgamation or merger or combination, of the continuing corporation resulting therefrom, provided that it may do so if: (a) such other Person or continuing corporation (the “Parent Successor”) by operation of Law, becomes bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the 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 paid and 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 be upon such terms and conditions as to preserve and not to impair any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. Subject to Section 26.7 of the Exchangeable Share Provisions, and Article 4 with respect to a Parent Control Transaction, so long as any Exchangeable Shares not owned by Parent or its Affiliates are outstanding, Parent WSI shall not enter into consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, combination, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of an amalgamation or merger or combinationa merger, of the continuing corporation resulting therefrom, provided that it may do so iftherefrom unless: (a) such other Person or continuing corporation (the “Parent WSI Successor”) by operation of Lawlaw, becomes becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the Parent WSI Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Parent WSI 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 Parent WSI under this Agreement; (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 (bc) such transaction shall be upon such terms and conditions as to substantially preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. Subject to Section 26.7 of the Exchangeable Share Provisions, and Article 4 with respect to a Parent Control Transaction, so As long as any Exchangeable Shares not (other than those owned by Parent or its Affiliates Affiliates) are outstanding, neither Parent nor Canco shall not enter into consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, combination, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of an amalgamation or merger or combinationa merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other Person or continuing corporation (the “Parent Successor”) by operation of Lawlaw, becomes becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the 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 paid and delivered the same and its agreement to observe and perform all the covenants and obligations of Parent or Canco, as the case may be, under this Agreement; (b) in the event that the Parent Shares are reclassified or otherwise changed as part of such transaction, the same or an economically equivalent change is simultaneously made to, or in the rights of the holders of, the Exchangeable Shares; and (bc) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. Subject to Section 26.7 of the Exchangeable Share Provisions, and Article 4 with respect to a Parent Control Transaction, so long as any Exchangeable Shares not owned by Parent or its Affiliates are outstanding, Parent Neither Acquiror nor CallCo shall not enter into consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, combination, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of an amalgamation or merger or combinationa merger, of the continuing corporation entity resulting therefrom, provided that it may do so ifunless: (a) such other Person or continuing corporation entity (the “Parent Acquiror Successor”) by operation of Lawlaw, becomes becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the Parent Acquiror Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Parent Acquiror 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 Parent Acquiror or CallCo, as the case may be, under this Agreement; (b) in the event that the Acquiror Shares are reclassified or otherwise changed as part of such transaction, the same or an economically equivalent change is simultaneously made to, or in the rights of the holders of, the Exchangeable Shares; and (bc) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. Subject to Section 26.7 7 of the Exchangeable Share Provisions, Provisions and Article 4 5 hereof with respect to a Parent Control Extraordinary Transaction, so long as any Exchangeable Shares not owned by Parent or its Affiliates Subsidiaries are outstanding, Parent shall not enter into any transaction (whether by way of reorganization, consolidation, arrangement, amalgamation, merger, business combination, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person person or, in the case of an amalgamation or amalgamation, merger or combination, of the continuing corporation resulting therefrom, provided that it may do so if: (a) such other Person person or continuing corporation (the “Parent Successor”) by operation of Law, becomes becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the 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 paid and 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 be upon such terms and conditions as to preserve and not to impair any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. Subject to Section 26.7 of the Exchangeable Share Provisions, and Article 4 with respect to a Parent Control Transaction, so So long as any Exchangeable Shares not owned by Parent Bionik US or its Affiliates subsidiaries are outstanding, Parent Bionik US shall not enter into consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, combination, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets (on a consolidated basis) would become the property of any other Person person or, in the case of an amalgamation a merger, amalgamation, arrangement or merger or combinationsimilar transaction, of the continuing corporation or other legal entity resulting therefrom, provided that it may do so if: (ai) such other Person person or continuing corporation or other legal entity or, in the event of any merger, amalgamation, arrangement or similar transaction pursuant to which holders of Bionik US Shares are entitled to receive shares in the capital of any corporation or other legal entity other than such person or continuing corporation or other legal entity (in each case the “Parent Bionik US Successor”) by operation of Lawlaw, becomes becomes, without more, bound by the terms and provisions of this Agreement agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the Parent Bionik US Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Parent Bionik US 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 Parent Bionik US under this Agreementagreement; and (bii) such transaction shall be upon such terms and conditions as to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. Subject to Section 26.7 of the Exchangeable Share Provisions, and Article 4 with respect to a Parent Control Transaction, so As long as any outstanding Exchangeable Shares not are owned by any Person other than Parent or any of its Affiliates are outstandingAffiliates, Parent shall not enter into consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, combination, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of an amalgamation or merger or combinationa merger, of the continuing corporation or other entity resulting therefromtherefrom unless, provided that it but may do so if: (a) such other Person or continuing corporation or, in the event of any merger, amalgamation or similar transaction pursuant to which holders of shares in Parent are entitled to receive shares in the capital of any corporation or other legal entity other than such other Person or continuing corporation, then such corporation or legal entity (in each case, the “Parent Successor”"PARENT SUCCESSOR") by operation of Lawlaw, becomes becomes, without more, bound by the terms and provisions of this Agreement agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto or otherwise agrees to become bound by the terms and provisions of this agreement, in either case together with such other instruments (if any) as 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 paid and delivered the same and its agreement to observe and perform all the covenants and obligations of Parent under this Agreementagreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Company or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. Subject to Section 26.7 of the Exchangeable Share Provisions, and Article 4 3 with respect to a US Parent Control Transaction, so long as any Exchangeable Shares not owned by US Parent or its Affiliates affiliates are outstanding, US Parent shall not enter into any transaction (whether by way of reorganization, consolidation, arrangement, amalgamation, merger, combination, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person person or, in the case of an amalgamation or merger or combination, of the continuing corporation resulting therefrom, provided that it may do so if: (a) such other Person person or continuing corporation (the “US Parent Successor”) by operation of Law, becomes bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the US Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such US Parent Successor to pay and deliver or cause to be paid and delivered the same and its agreement to observe and perform all the covenants and obligations of US Parent under this Agreement; and (b) such transaction shall be upon such terms and conditions as to preserve and not to impair any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. Subject to Part 2 Section 26.7 1.8 of the Exchangeable Share Provisions, Provisions and Article 4 5 hereof with respect to a Parent Control Extraordinary Transaction, so long as any Exchangeable Shares not owned by Parent or its Affiliates Subsidiaries are outstanding, Parent shall not enter into any transaction (whether by way of reorganization, consolidation, arrangement, amalgamation, merger, business combination, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person person or, in the case of an amalgamation or amalgamation, merger or combination, of the continuing corporation resulting therefrom, provided that it may do so if: (a) such other Person person or continuing corporation (the “Parent Successor”) by operation of Law, becomes bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the 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 paid and 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 be upon such terms and conditions as to preserve and not to impair any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. Subject to Section 26.7 of the Exchangeable Share Provisions, and Article 4 with respect to a Parent Control Transaction, so As long as any Exchangeable Shares not outstanding Common Units are owned by Parent any Person other than Cresco US Corp. or any of its Affiliates affiliates or any outstanding Redeemable Corporation Shares are outstandingowned by any Person other than Pubco or any of its affiliates, Parent Pubco shall not enter into consummate any transaction (whether by way of reconstruction, recapitalization, reorganization, consolidation, arrangement, amalgamation, merger, combinationamalgamation, 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 an amalgamation or merger or combination, of the continuing corporation resulting therefrom, provided that it may do so iftherefrom unless: (a) such other Person or continuing corporation (the “Parent Pubco Successor”) by operation of Lawlaw, becomes becomes, without more, 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, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the Parent Pubco Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Parent 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 Parent Pubco under this Agreement; and (b) such transaction shall be upon such terms and conditions as to substantially preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Common Units and Redeemable Corporation Shares.

Certain Requirements in Respect of Combination, etc. Subject to Section 26.7 of the Exchangeable Share Provisions, and Article 4 with respect to a Parent Control Transaction, so So long as any Exchangeable Shares not owned by Parent Vail or its Affiliates affiliates are outstanding, Parent Vail shall not enter into any transaction (whether by way of reorganization, consolidation, arrangement, amalgamation, merger, combination, 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 an amalgamation or merger or combinationmerger, of the continuing corporation resulting therefrom, provided that it may do so if: (a) such other Person person or continuing corporation (the “Parent Vail Successor”) ), by operation of Lawlaw, becomes becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an a trust agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the Parent Vail Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Parent Vail Successor to pay and deliver or cause to be paid and delivered the same and its agreement to observe and perform all the covenants and obligations of Parent Vail under this Agreement; and (b) such transaction shall be upon such terms and conditions as to substantially preserve and not to impair any of the rights, duties, powers and authorities of the other parties hereunder Trustee or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. Subject to Section 26.7 of the Exchangeable Share Provisions, and Article 4 with respect to a Parent Control Transaction, so long as any Exchangeable Shares not owned by Parent or its Affiliates are outstanding, Parent Enerplus shall not enter into consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, combination, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person person or, in the case of an amalgamation or merger or combinationa merger, of the continuing corporation entity resulting therefromtherefrom unless, provided that it but may do so if: (a) such other Person or continuing corporation person (the “Parent "Enerplus Successor”") by operation of Lawlaw, becomes becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the Parent Enerplus Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Parent Enerplus 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 Parent Enerplus under this Agreement; (b) in the event that Enerplus Units are reclassified or otherwise changed as part of such transaction, the same or an economically equivalent change, after giving effect to the Exchange Ratio, is simultaneously made to, or in the rights of the holders of, the FLP B Units; and (bc) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable SharesFLP B Units.

Certain Requirements in Respect of Combination, etc. Subject to Section 26.7 anything contained within Article 26 of the Exchangeable Share Provisions, Provisions and Article 4 hereof with respect to a Parent Control Extraordinary Transaction, so long as any Exchangeable Shares not owned by Parent or its Affiliates Subsidiaries are outstanding, Parent shall not enter into any transaction (whether by way of reorganization, consolidation, arrangement, amalgamation, merger, business combination, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person person or, in the case of an amalgamation or amalgamation, merger or combination, of the continuing corporation resulting therefrom, provided that it may do so if: (a) such other Person person or continuing corporation (the “Parent Successor”) by operation of Law, becomes becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the 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 paid and 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 be upon such terms and conditions as to preserve and not to impair any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. Subject to Section 26.7 of the Exchangeable Share Provisions, and Article 4 with respect to a Parent Control Transaction, so long as any Exchangeable Shares not owned by Parent or its Affiliates are outstanding, Parent Vivendi shall not enter into consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, combination, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets or Vivendi Shares would become the property of any other Person or, in the case of an amalgamation or merger or combinationa merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other Person or continuing corporation (the “Parent "Vivendi Successor”") by operation of Lawlaw, becomes becomes, without more, 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, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the Parent Vivendi Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Parent Vivendi 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 Parent Vivendi under this Agreement; (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 (bc) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. Subject to Section 26.7 of the Exchangeable Share Provisions, and Article 4 with respect to a Parent Control Transaction, so long as any Exchangeable Shares not owned by Parent or its Affiliates are outstanding, Parent Neither Acquiror nor CallCo shall not enter into consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, combination, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of an amalgamation or merger or combinationa merger, of the continuing corporation entity resulting therefrom, provided that it may do so ifunless: (a) such other Person or continuing corporation entity (the “Parent "Acquiror Successor”") by operation of Lawlaw, becomes becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the Parent Acquiror Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Parent Acquiror 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 Parent Acquiror or CallCo, as the case may be, under this Agreement; (b) in the event that the Acquiror Shares are reclassified or otherwise changed as part of such transaction, the same or an economically equivalent change is simultaneously made to, or in the rights of the holders of, the Exchangeable Shares; and (bc) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. Subject to Section 26.7 of the Exchangeable Share Provisions, and Article 4 with respect to a Parent Control Transaction, so As long as any Exchangeable Shares not owned by Parent Pure or its Affiliates affiliates are outstanding, Parent neither Pure nor Pure shall not enter into consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, combination, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets or Parent Common Shares would become the property of any other Person or, in the case of an amalgamation or merger or combinationa merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other Person or continuing corporation (the “Parent "Pure Successor”'') by operation of Lawlaw, becomes becomes, without more, 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, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the Parent Pure Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Parent Pure 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 Parent Pure under this Agreement; (b) in the event that Parent Common Shares are reclassified or otherwise changed as part of such transaction, the same or an economically equivalent change is simultaneously made to, or in the rights of the holders of, the Exchangeable Shares; and (bc) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. Subject to Section 26.7 of the Exchangeable Share Provisions, and Article 4 with respect to a Parent Control Transaction, so long as any Exchangeable Shares not owned by Parent or its Affiliates are outstanding, Parent Neither Acquiror nor Callco shall not enter into consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, combination, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of an amalgamation or merger or combinationa merger, of the continuing corporation entity resulting therefrom, provided that it may do so ifunless: (a) such other Person or continuing corporation entity (the “Parent "Acquiror Successor”") by operation of Lawlaw, becomes becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the Parent Acquiror Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Parent Acquiror 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 Parent Acquiror or Callco, as the case may be, under this Agreement; (b) in the event that the Acquiror Shares are reclassified or otherwise changed as part of such transaction, the same or an economically equivalent change is simultaneously made to, or in the rights of the holders of, the Exchangeable Shares; and (bc) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. Subject to Section 26.7 of the Exchangeable Share Provisions, and Article 4 with respect to a Parent Control Transaction, so long as any Exchangeable Shares not owned by Parent or its Affiliates are outstanding, Parent Neither Acquiror nor Callco shall not enter into consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, combination, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of an amalgamation or merger or combinationa merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other Person or continuing corporation (the “Parent "Acquiror Successor”") by operation of Lawlaw, becomes becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the Parent Acquiror Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Parent Acquiror 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 Parent Acquiror or Callco, as the case may be, under this Agreement; (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 (bc) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.