Common use of Termination with Respect to a Licensee Clause in Contracts

Termination with Respect to a Licensee. This Agreement shall automatically terminate before the expiry of the Transaction Period with respect to a Licensee (a “Defaulting Licensee”) upon the happening of any of the following events: (a) A change of control of such Licensee occurs. For the purpose hereof, a change of control shall occur if (i) all or substantially all of the assets of such Licensee are sold, distributed or otherwise disposed or in one or more transactions to a Person other than an Affiliate of the Licensee or OMERS Administration Corporation or (ii) a Licensee ceases to be an Affiliate of either Borealis Capital Corporation or OMERS Administration Corporation; (b) Such Licensee ceases or threatens to cease to carry on business or takes any action to dissolve, wind-up or liquidate; (c) Such Licensee stops making payments in the normal course of business, makes a general assignment for the benefit of creditors, makes a bulk sale of its assets, institutes any proceedings relating to insolvency or bankruptcy, or such proceedings are instituted against such Licensee; or (d) A custodian, receiver, manager, receiver-manager, lessor, encumbrancer or any other entity is appointed to take charge of or takes possession of any material part of such Licensee’s business, property or assets, or a distress or execution is levied against such Licensee.