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

Certain Requirements in Respect of Combination, etc. As long as any outstanding Exchangeable Shares are owned of record by any person other than Newmont or any of its affiliates, Newmont 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 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 “Newmont Successor”), by operation of law, becomes, without more, bound by the terms and provisions of this agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, 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 Newmont Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Newmont Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of Newmont 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. As long as any outstanding Exchangeable Shares are owned of record by any person other than Newmont or any of its affiliates, Newmont Polar shall not consummate any transaction (whether by way of reconstruction, reorganization, 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 “Newmont Polar Successor”), ) by operation of law, becomes, law becomes without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, bound executes prior to or contemporaneously with the consummation of such transaction, a trust 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 Newmont Polar Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Newmont Polar 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 Newmont Polar under this agreementAgreement; 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 hereunderBeneficiaries.

Certain Requirements in Respect of Combination, etc. As long as any outstanding Exchangeable Shares are owned of record by any person other than Newmont PureRay U.S. shall not, directly or any of its affiliatesindirectly, Newmont 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 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 (herein called the “Newmont PureRay U.S. Successor”), by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to before or contemporaneously with the consummation of such transaction, a trust 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 Newmont PureRay U.S. Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Newmont PureRay U.S. 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 Newmont PureRay U.S. under this agreementAgreement; 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. As long as any outstanding Exchangeable Shares are owned of record by any person other than Newmont or any of its affiliates, Newmont The Parent shall not consummate any transaction (whether by way of reconstructionconsolidate or amalgamate with, reorganizationor merge into, consolidation, arrangement, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom unlessperson, but may do so if: (a) such other person or (in the case of any consolidation or amalgamation) the continuing corporation (the “Newmont "Parent Successor”"), by operation of law, becomes, without more, 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 Trustee, acting reasonably, are reasonably necessary or advisable to evidence the assumption by the Newmont Parent Successor of liability for all moneys money payable and property deliverable hereunder and the covenant of such Newmont 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 Newmont the Parent under this trust 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, in each case acting reasonably, 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. As long as any outstanding Exchangeable Shares are owned of record by any person other than Newmont or any of its affiliates, Newmont WSI 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 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 (herein called the “Newmont WSI 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, 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 Newmont WSI Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Newmont WSI Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of Newmont WSI under this agreementAgreement; 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 substantially 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. As long as any outstanding Exchangeable Shares are owned of record by any person other than Newmont or any of its affiliates, Newmont The Parent 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 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 (herein called the “Newmont Parent Successor”), by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, a trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Voting Trustee, acting reasonably, and in the opinion of legal counsel to the Voting Trustee are reasonably necessary or advisable to evidence the assumption by the Newmont Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Newmont 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 Newmont the Parent under this agreementAgreement; and (b) such transaction shall, to the satisfaction of the Voting Trustee, acting reasonably, and in the opinion of legal counsel to the Voting 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 Voting Trustee or of the Voting Trust Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. As long as any outstanding Exchangeable Shares are owned of record by any person other than Newmont or any of its affiliates, Newmont Duke Energy 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 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 (herein called the “Newmont Successor”"DUKE ENERGY SUCCESSOR"), by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, a trust agreement -28- VOTING AND EXCHANGE TRUST AGREEMENT 166 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 Newmont Duke Energy Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Newmont Duke Energy Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of Newmont Duke Energy under this agreementAgreement; 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.