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

Certain Requirements in Respect of Combination, etc. Neither Acquirer nor Callco shall 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, but may do so if: (a) such other Person or continuing corporation (the "Acquirer Successor") by operation of law, becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the Acquirer Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Acquirer 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 Acquirer or Callco, as the case may be, under this Agreement; (b) in the event that the Acquirer 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 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 Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. Neither Acquirer nor Callco Acquiror 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 "Acquirer SuccessorACQUIROR SUCCESSOR") ), by operation of law, becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an a trust agreement supplemental hereto and such other instruments (if any) as are 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 Acquirer Acquiror Successor of liability for all moneys payable and property deliverable 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 Acquirer 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 Acquirer or Callco, as the case may be, Acquiror under this Agreement; (b) in the event that the Acquirer 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 (cb) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or of the holders of Exchangeable SharesBeneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. Neither Acquirer Acquiror nor Callco shall 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, but may do so if: (a) such other Person or continuing corporation (the "Acquirer “Acquiror Successor"”) by operation of law, becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the Acquirer Acquiror Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Acquirer 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 Acquirer Acquiror or Callco, as the case may be, under this Agreement; (b) in the event that the Acquirer 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 (c) 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 Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. Neither Acquirer nor Callco As long as any outstanding Exchangeable Shares are owned by any person other than AMVESCAP or any of its Affiliates, AMVESCAP shall 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 therefrom unless, but may do so if: (a) such other Person person or continuing corporation (the "Acquirer SuccessorAMVESCAP SUCCESSOR") ), by operation of law, becomes, without more, bound by 33 -33- 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 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 Acquirer AMVESCAP Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Acquirer 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 Acquirer or Callco, as the case may be, AMVESCAP under this Agreement;; and (b) such transaction shall, to the satisfaction of the Trustee, acting reasonably, and in the event that opinion of legal counsel to the Acquirer Shares are reclassified or otherwise changed as part of such transactionTrustee, 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 be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or of the holders of Exchangeable SharesBeneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. Neither Acquirer Acquiror nor Callco shall 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, but may do so if: (a) such other Person or continuing corporation (the "Acquirer SuccessorACQUIROR SUCCESSOR") by operation of law, becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the Acquirer Acquiror Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Acquirer 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 Acquirer Acquiror or Callco, as the case may be, under this Agreement; (b) in the event that the Acquirer 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 (c) 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 Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. Neither Acquirer nor Callco 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 "Acquirer Successor") ), by operation of law, becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an a trust agreement supplemental hereto and such other instruments (if any) as are 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 Acquirer Successor of liability for all moneys payable and property deliverable hereunder (including without limitation one or more voting securities of such Acquirer Successor to allow Beneficiaries to exercise voting rights in respect of the Acquirer Successor substantially similar to those provided for in this Agreement in respect of Acquirer) and the covenant of such Acquirer 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 Acquirer or Callco, as the case may be, under this Agreement; (b) in the event that the Acquirer 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 (cb) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or of the holders of Exchangeable SharesBeneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. Neither Acquirer nor Callco Weyerhaeuser 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 "Acquirer Weyerhaeuser Successor") ), by operation of law, becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an a trust agreement supplemental hereto and such other instruments (if any) as are 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 Acquirer Weyerhaeuser Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Acquirer Weyerhaeuser 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 Acquirer or Callco, as the case may be, Weyerhaeuser under this Agreement;; and (b) such transaction shall, to the satisfaction of the Trustee, acting reasonably, and in the event that opinion of legal counsel to the Acquirer Shares are reclassified or otherwise changed as part of such transactionTrustee, 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 be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or of the holders of Exchangeable SharesBeneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. Neither Acquirer nor Callco As long as any outstanding Company Special Shares are owned by any person other than Abgenix or any of its Affiliates, Abgenix shall 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 therefrom unless, but may do so if: (a) such other Person person or continuing corporation (the "Acquirer Abgenix Successor") ), by operation of law, becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an a trust agreement supplemental hereto and such other instruments (if any) as are 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 Acquirer Abgenix Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Acquirer Abgenix Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of Acquirer or Callco, as the case may be, Abgenix under this Agreement;; and (b) such transaction shall, to the satisfaction of the Trustee, acting reasonably, and in the event that opinion of legal counsel to the Acquirer Shares are reclassified or otherwise changed as part of such transactionTrustee, 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 be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or of the holders of Exchangeable SharesBeneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. Neither Acquirer nor Callco As long as any Exchangeable Units (other than those owned by Holdings or its subsidiaries) are outstanding, Holdings 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 therefrom, unless, but may do so if: (a) such other Person or continuing corporation (the "Acquirer “Holdings Successor"”) by operation of law, becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the Acquirer Holdings Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Acquirer Holdings Successor to pay or cause to be paid and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of Acquirer or Callco, as the case may be, Holdings under this Agreement; (b) in the event that the Acquirer 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 (cb) 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 hereunder. For the avoidance of doubt, if a transaction described in this Section 11.1 results in holders of Exchangeable SharesUnits being entitled to exchange their Exchangeable Units for shares of a Holdings Successor in a different ratio than that set out herein, then this Agreement shall be deemed to be amended to refer to such different ratio(s).

Certain Requirements in Respect of Combination, etc. Neither Acquirer nor Callco Harvest Energy Trust shall consummate 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 therefrom unless, but may do so if: (a) such other Person person or continuing corporation entity (herein called the "Acquirer Harvest Successor") ), by operation of law, becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an a trust agreement supplemental hereto and such other instruments (if any) as are 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 Acquirer Harvest Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Acquirer Harvest 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 Acquirer or Callco, as the case may be, Harvest Energy Trust under this Agreement;; and (b) such transaction shall, to the satisfaction of the Trustee, acting reasonably, and in the event that opinion of legal counsel to the Acquirer Shares are reclassified or otherwise changed as part of such transactionTrustee, 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 be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or of the holders of Exchangeable SharesBeneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. Neither Acquirer nor Callco As long as any outstanding Exchangeable Shares (excluding Nullified Shares) are owned of record by any person, LCE shall 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 therefrom unless, but may do so if: (a) such other Person person or continuing corporation (the "Acquirer SuccessorLCE SUCCESSOR") ), by operation of law, becomes, without more, bound by the terms and provisions of this Agreement agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an a trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Trustee, acting reasonably, and in the opinion of legal counsel to the Trustee are reasonably necessary or advisable to evidence the assumption by the Acquirer LCE Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Acquirer LCE Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of Acquirer or Callco, as the case may be, LCE under this Agreement;agreement; and (b) such transaction shall, to the satisfaction of the Trustee, acting reasonably, and in the event that opinion of legal counsel to the Acquirer Shares are reclassified or otherwise changed as part of such transactionTrustee, 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 be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or of the holders of Exchangeable SharesBeneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. Neither Acquirer nor Callco shall consummate If IBM enters 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 unlesstherefrom, but may do so ifthen IBM will take all necessary actions to ensure that: (a) such other Person person or continuing corporation (the "Acquirer IBM Successor") ), by operation of law, becomes, without more, bound by the terms and provisions of this Agreement trust agreement and the Trustee acting and relying on an opinion of counsel to the Trust is so satisfied 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 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 Acquirer IBM Successor of liability for all moneys money payable and property deliverable hereunder and the covenant of such Acquirer IBM 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 Acquirer or Callco, as the case may be, IBM under this Agreement;trust agreement; and (b) in such transaction shall, to the event that the Acquirer 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 satisfaction of the holders ofTrustee acting and relying on the opinion of legal counsel to the Trustee, the Exchangeable Shares; and (c) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or of the holders of Exchangeable SharesNon-Affiliated Holders hereunder.

Certain Requirements in Respect of Combination, etc. Neither Acquirer nor Callco Vivendi 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 or the Vivendi Shares 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:: 18 (a) such other Person person or continuing corporation (herein called the "Acquirer Vivendi Successor") ), by operation of law, becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to before or contemporaneously with the consummation of such transaction, an a trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Trustee, acting reasonably, and in the opinion of legal counsel to the Trustee are reasonably necessary or advisable to evidence the assumption by the Acquirer Vivendi Successor of liability for all any moneys payable and property deliverable hereunder by Vivendi and the covenant of such Acquirer 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 Acquirer or Callco, as the case may be, Vivendi under this Agreement;; and (b) such transaction shall, to the satisfaction of the Trustee, acting reasonably, and in the event that opinion of legal counsel to the Acquirer Shares are reclassified or otherwise changed as part of such transactionTrustee, 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 be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or of the holders of Exchangeable SharesBeneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. Neither Acquirer nor Callco Newco 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, in addition to any other requirements required to be satisfied pursuant to the terms of the Co-operation Agreement or the CN Exchangeable Share Provisions: (a) such other Person person or continuing corporation (herein called the "Acquirer Newco Successor") ), by operation of law, becomes, without more, 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 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 Acquirer Newco Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Acquirer Newco 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 Acquirer or Callco, as the case may be, Newco under this Agreement;trust agreement; and (b) such transaction shall, to the satisfaction of the Trustee, acting reasonably, and in the event that opinion of legal counsel to the Acquirer Shares are reclassified or otherwise changed as part of such transactionTrustee, 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 be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or of the holders of Exchangeable SharesBeneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. Neither Acquirer nor Callco Vivendi 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 or the Vivendi Shares 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 "Acquirer Vivendi Successor") ), by operation of law, becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to before or contemporaneously with the consummation of such transaction, an a trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Trustee, acting reasonably, and in the opinion of legal counsel to the Trustee are reasonably necessary or advisable to evidence the assumption by the Acquirer Vivendi Successor of liability for all any moneys payable and property deliverable hereunder by Vivendi and the covenant of such Acquirer 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 Acquirer or Callco, as the case may be, Vivendi under this Agreement;; and (b) such transaction shall, to the satisfaction of the Trustee, acting reasonably, and in the event that opinion of legal counsel to the Acquirer Shares are reclassified or otherwise changed as part of such transactionTrustee, 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 be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or of the holders of Exchangeable SharesBeneficiaries hereunder.