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

Certain Requirements in Respect of Combination, etc. USCo shall 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 or, in the case of a merger, of the continuing entity resulting therefrom unless, and may do so if: (a) such other person or continuing entity (herein called the "USCo 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 USCo Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo under this Agreement; 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.

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

Certain Requirements in Respect of Combination, etc. USCo Acquiror shall not complete 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 entity corporation resulting therefrom unless, and but may do so if: (a) such other person or continuing entity corporation (herein called the "USCo 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 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 USCo Acquiror Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo Acquiror under this Agreement; 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 Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. USCo Neither Amalco nor Pubco shall not complete 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 entity corporation resulting therefrom unlesstherefrom, and but may do so if: (a) such other person Person or continuing entity corporation (herein called the "USCo Pubco Successor"), by operation of law, becomes, without morefurther 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, transaction an agreement supplemental hereto and such other instruments (if any) as are reasonably satisfactory to a representative of the Holders appointed by Exchangeable Holder Approval and in the opinion of legal counsel to the Holders are necessary or advisable to evidence the assumption by the USCo Pubco Successor of liability for all moneys payable and property deliverable hereunder and hereunder, the covenant of such USCo Pubco 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 USCo Pubco under this Agreement; , and (b) such transaction shall shall, to the satisfaction of a representative of the Holders appointed by Exchangeable Holder Approval, 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 other parties Trustee or of the Holders hereunder.

Certain Requirements in Respect of Combination, etc. USCo Lululemon shall not complete 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 entity corporation resulting therefrom unless, and but may do so if: (a) such other person or continuing entity corporation (herein called the "USCo “Lululemon 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 USCo Lululemon Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo Lululemon 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 USCo Lululemon under this Agreement; and (b) such transaction shall 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 other parties Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. USCo Neither RVI nor RVI Sub shall not complete 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 entity corporation resulting therefrom unlesstherefrom, and but may do so if: (a) such other person Person or continuing entity corporation (herein called the "USCo “Successor"”), by operation of law, becomes, without morefurther 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, transaction an agreement supplemental hereto and such other instruments (if any) as are reasonably satisfactory to the Trustee and in the opinion of legal counsel to the Trustee are necessary or advisable to evidence the assumption by the USCo Successor of liability for all moneys payable and property deliverable hereunder and hereunder, the covenant of such USCo 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 USCo RVI or RVI Sub, as the case may be, under this Agreementagreement; and (b) such transaction shall shall, to the satisfaction of 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 other parties Trustee or of the Holders hereunder.

Certain Requirements in Respect of Combination, etc. USCo MEC shall not complete 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 entity corporation resulting therefrom unless, and but may do so if: (a) such other person or continuing entity corporation (herein called the "USCo MEC 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 Agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the USCo MEC Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo MEC Successor to pay and deliver or cause to be delivered the same and its agreement Agreement to observe and perform all the covenants and obligations of USCo MEC under this Agreement; 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 hereunderhereunder or the holders of Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. USCo US Gold shall not complete enter into 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 entity corporation resulting therefrom unless, and but may do so if: (a) such other person Person or continuing entity corporation (herein called the "USCo US Gold Successor"), ) by operation of lawLaw, 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 USCo US Gold Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo US Gold 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 USCo US Gold under this Agreement; 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 hereunderhereunder or the holders of Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. USCo Lululemon shall not complete 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 entity corporation resulting therefrom unless, and but may do so if: (a) such other person or continuing entity corporation (herein called the "USCo “Lululemon Successor"), ”) by operation of law, becomes, without more, 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 reasonably necessary or advisable to evidence the assumption by the USCo Lululemon Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo Lululemon 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 USCo Lululemon under this Agreement; 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.

Certain Requirements in Respect of Combination, etc. USCo So long as any Exchangeable Shares not owned by Parent or its Affiliates are outstanding, Parent shall not complete enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, 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 or, in the case of a an amalgamation or merger, of the continuing entity corporation resulting therefrom unlesstherefrom, and provided that it may do so ifif as a result of such transactions, and concurrently therewith, the Exchangeable Shares held by the Beneficiaries are exchanged for Delaware Common Stock in accordance with their terms, and in any other case: (a) such other person or continuing entity corporation (herein called the "USCo “Parent 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 reasonably necessary or advisable to evidence the assumption by the USCo Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo Parent under this Agreement; and (b) such transaction shall be upon such terms and conditions as to substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunderShare Trustee or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. USCo TMW shall not complete 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 entity corporation resulting therefrom unlesstherefrom, and but may do so if: (a) such other person Person or continuing entity corporation (herein called the "USCo TMW 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, transaction an agreement supplemental hereto and such other instruments (if any) as are reasonably satisfactory to the Trustee and in the opinion of legal counsel to the Trustee are necessary or advisable to evidence the assumption by the USCo TMW Successor of liability for all moneys payable and property deliverable hereunder and hereunder, the covenant of such USCo TMW 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 USCo TMW under this Agreement; and (b) such transaction shall shall, to the reasonable satisfaction of the 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 other parties Trustee or of the Holders hereunder.

Certain Requirements in Respect of Combination, etc. USCo As long as any outstanding Common Units are owned by any Person other than PC Corp or any of its affiliates or any outstanding Redeemable Corporation Shares are owned by any Person other than Pubco or any of its affiliates, Pubco shall not complete consummate any transaction (whether by way of reconstruction, recapitalization, reorganization, consolidation, arrangement, merger, amalgamation, 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, Person or of the continuing entity corporation resulting therefrom unless, and may do so if: (a) such other person Person or continuing entity corporation (herein called the "USCo “Pubco 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 agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the USCo Pubco Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo Pubco under this Agreement; and (b) such transaction shall be upon such terms and conditions as to substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunderhereunder or the holders of the Common Units and Redeemable Corporation Shares.

Certain Requirements in Respect of Combination, etc. USCo As long as any outstanding Redeemable Corporation Shares are owned by any person other than Pubco or any of its affiliates, Pubco shall not complete consummate any transaction (whether by way of reconstruction, recapitalization, reorganization, consolidation, arrangement, merger, amalgamation, 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, or of the continuing entity corporation resulting therefrom unless, and may do so if: (a) such other person or continuing entity corporation (herein called the "USCo “Pubco 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 agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the USCo Pubco Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo Pubco under this Agreement; and (b) such transaction shall be upon such terms and conditions as to substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunderhereunder or the holders of the Redeemable Corporation Shares.

Certain Requirements in Respect of Combination, etc. USCo 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 complete enter into 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 a mergeran amalgamation or merger or combination, of the continuing entity corporation resulting therefrom unlesstherefrom, and provided that it may do so if: (a) such other person Person or continuing entity corporation (herein called the "USCo “Parent Successor"), ”) by operation of lawLaw, becomes, without more, 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 reasonably necessary or advisable to evidence the assumption by the USCo Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo Parent under this Agreement; 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 hereunderhereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. USCo Except as contemplated in the Share Exchange Agreement, Patch shall not complete 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 entity corporation resulting therefrom therefrom, unless, and may do so if: (a) such other person or continuing entity corporation (herein called the "USCo Patch 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 USCo Patch Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo Patch 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 USCo Patch under this Agreement; 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 Parties hereunder.

Certain Requirements in Respect of Combination, etc. USCo Parent shall not complete 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 entity corporation resulting therefrom unless, and may do so if: (a) such other person Person or continuing entity corporation (herein called the "USCo “Parent Successor"”), by operation of law, becomes, without morefurther 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, 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 USCo Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo Parent under this Agreement; and (b) such transaction shall 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 other parties Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. USCo Acquiror shall not complete 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 entity corporation resulting therefrom unlesstherefrom, and but may do so if: (a) such other person or continuing entity corporation (herein called the "USCo “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 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 USCo 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 USCo 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 USCo Acquiror under this Agreement; 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 Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. USCo LoJack shall not complete 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 entity corporation resulting therefrom unless, and but may do so if: (a) 11.1.1 such other person or continuing entity corporation (herein called the "USCo “LoJack 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 USCo LoJack Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo LoJack 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 USCo LoJack under this Agreement; and (b) 11.1.2 such transaction shall 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 other parties Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. USCo As long as any outstanding Redeemable Corporation Shares are owned by any Person other than Pubco or any of its affiliates, Pubco shall not complete consummate any transaction (whether by way of reconstruction, recapitalization, reorganization, consolidation, arrangement, merger, amalgamation, 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, Person or of the continuing entity corporation resulting therefrom unless, and may do so if: (a) such other person Person or continuing entity corporation (herein called the "USCo “Pubco 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 agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the USCo Pubco Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo Pubco under this Agreement; and (b) such transaction shall be upon such terms and conditions as to substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunderhereunder or the holders of Redeemable Corporation Shares.

Certain Requirements in Respect of Combination, etc. USCo The Parent shall not complete 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 entity corporation resulting therefrom unless, and may do so if: (a) such other person or continuing entity corporation (herein called the "USCo Parent 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 transaction a agreement supplemental hereto and such other instruments (if any) as are reasonably satisfactory to the Holder and in the opinion of legal counsel to the Holder are necessary or advisable to evidence the assumption by the USCo Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo the Parent under this Agreement; and (b) such transaction shall shall, to the satisfaction of the Holder and in the opinion of legal counsel to the Holder, 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 Holder hereunder.

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

Certain Requirements in Respect of Combination, etc. USCo As long as any outstanding Exchangeable Shares are owned by any Person other than Parent or any of its Affiliates, Parent shall not complete 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 or other entity resulting therefrom unless, and but may do so if: (a) such other person 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 (herein called in each case, the "USCo SuccessorPARENT 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 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 USCo Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo Parent under this Agreement; and (b) such transaction shall 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 other parties Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. USCo So long as any Exchangeable Shares not owned by the Parent or its subsidiaries are outstanding, the Parent shall not complete consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, merger, 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 or, in the case of a merger, of the continuing corporation or other legal entity resulting therefrom unlesstherefrom, and provided that it may do so if: (a) such other person or continuing corporation or other legal entity (herein called the "USCo Parent 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 USCo Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo the Parent under this Agreement; 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 hereunderhereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. USCo Coors shall not complete 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 entity corporation resulting therefrom unless, and but may do so if: (a) such other person or continuing entity corporation (herein called the "USCo Coors 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 USCo Coors Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo Coors 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 USCo Coors under this Agreement; and (b) such transaction shall 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 other parties Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. USCo Acquiror shall not complete 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 entity corporation resulting therefrom unless, and but may do so if: (a) such other person or continuing entity corporation (herein called the "USCo “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 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 USCo Acquiror Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo Acquiror under this Agreement; 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 Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. USCo Enerplus shall not complete 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 entity corporation resulting therefrom unlesstherefrom, and but may do so if: (a) such other person or continuing entity corporation (herein called the "USCo Trust 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 USCo Trust Successor of liability for all moneys payable and property deliverable hereunder (including without limitation one or more voting securities of such Trust Successor to allow Beneficiaries to exercise voting rights in respect of the Trust Successor substantially similar to those provided for in this Agreement in respect of Enerplus) and the covenant of such USCo 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 USCo Enerplus under this Agreement; 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 Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. USCo Neither Acquiror nor Callco shall not complete 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 entity corporation resulting therefrom unless, and but may do so if: (a) such other person Person or continuing entity corporation (herein called the "USCo “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 USCo Acquiror Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo 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 hereunderhereunder or the holders of Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. USCo The Trust shall 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 or, in the case of a merger, of the continuing entity resulting therefrom unless, and may do so if: (a) such other person or continuing entity (herein called the "USCo Trust 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 USCo Trust Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo Trust under this Agreement; 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.

Certain Requirements in Respect of Combination, etc. USCo Neither Acquiror nor CallCo shall not complete 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 entity resulting therefrom therefrom, unless, and may do so if: (a) such other person Person or continuing entity (herein called the "USCo “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 USCo Acquiror Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo 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 hereunderhereunder or the holders of Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. USCo As long as any outstanding Exchangeable Shares are owned by any Person other than Parent or any of its Affiliates, Parent shall not complete 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 or other entity resulting therefrom unless, and but may do so if: (a) such other person 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 (herein called in each case, the "USCo SuccessorPARENT 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 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 USCo Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo 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 Company or the other parties hereunderholders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. USCo If USX or Marathon shall not complete 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 entity corporation resulting therefrom unless, and may do so ifthen: (a) such other person Person or continuing entity corporation (a successor to USX or Marathon, herein called the "USCo SuccessorUSX SUCCESSOR"), by operation of law, becomesshall become, without morefurther action, bound by the terms and provisions of this Agreement or, if not so bound, executesshall execute, prior to or contemporaneously with the consummation of such transaction, transaction an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the USCo USX Successor of liability for all moneys monies payable and property deliverable hereunder and the covenant of such USCo USX 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 USCo USX or Marathon, as applicable, under this Agreement; 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 Trustee or of the Holders hereunder; and for the purposes hereof, the Trustee acknowledges that in substance, an exchange of USX-Marathon Common Stock for common stock of the Marathon Group Subsidiary on the terms described in the USX Certificate would comply with this section 8.1(b), subject to compliance with section 8.1(a) by the Marathon Group Subsidiary.

Certain Requirements in Respect of Combination, etc. USCo ARC shall 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 or, in the case of a merger, of the continuing entity resulting therefrom unless, and may do so if: (a) such other person or continuing entity (herein called the "USCo ARC 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 USCo ARC Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo ARC 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 USCo ARC under this Agreement; 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.

Certain Requirements in Respect of Combination, etc. USCo NOI shall not complete 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 entity corporation resulting therefrom unlesstherefrom, and but may do so if: (a) such other person Person or continuing entity corporation (herein called the "USCo NOI 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, transaction an agreement supplemental hereto and such other instruments (if any) as are reasonably satisfactory to the Trustee and in the opinion of legal counsel to the Trustee are necessary or advisable to evidence the assumption by the USCo NOI Successor of liability for all moneys payable and property deliverable hereunder and hereunder, the covenant of such USCo 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 USCo NOI under this Agreementagreement; and (b) such transaction shall shall, to the satisfaction of the 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 other parties Trustee or of the Holders hereunder.

Certain Requirements in Respect of Combination, etc. USCo Neither Acquiror nor Callco shall not complete 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 entity corporation resulting therefrom unless, and but may do so if: (a) such other person Person or continuing entity corporation (herein called the "USCo “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 USCo Acquiror Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo 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 hereunderhereunder or the holders of Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. USCo Except as contemplated in the Share Exchange Agreement, Patch shall not complete 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 entity corporation resulting therefrom therefrom, unless, and may do so if: (a) such other person or continuing entity corporation (herein called the "USCo SuccessorPATCH 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 USCo Patch Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo Patch 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 USCo Patch under this Agreement; 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 Parties hereunder.

Certain Requirements in Respect of Combination, etc. USCo Advantage Trust shall 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 or, in the case of a merger, of the continuing entity resulting therefrom unless, and but may do so if: (a) such other person or continuing entity (herein called the "USCo 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 USCo Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo Advantage Trust under this Agreement; and (b) such transaction shall 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 other parties Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. USCo Neither JAG nor ExchangeCo shall not complete 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 entity corporation resulting therefrom unlesstherefrom, and but may do so if: (a) such other person Person or continuing entity corporation (herein called the "USCo Successor"), by operation of law, becomes, without morefurther 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, transaction an agreement supplemental hereto and such other instruments (if any) as are reasonably satisfactory to the Trustee and in the opinion of legal counsel to the Trustee are necessary or advisable to evidence the assumption by the USCo Successor of liability for all moneys payable and property deliverable hereunder and hereunder, the covenant of such USCo 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 USCo JAG or ExchangeCo, as the case may be, under this Agreementagreement; and (b) such transaction shall shall, to the satisfaction of the 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 other parties Trustee or of the Holders hereunder.

Certain Requirements in Respect of Combination, etc. USCo Duke Energy shall not complete 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 entity corporation resulting therefrom unless, and but may do so if: (a) such other person or continuing entity corporation (herein called the "USCo SuccessorDUKE ENERGY 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 -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 USCo Duke Energy Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo Duke Energy under this Agreement; 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 Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. USCo Vivendi shall not complete 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 or, in the case of a merger, of the continuing entity corporation resulting therefrom unless, and but may do so if: (a) such other person or continuing entity corporation (herein called the "USCo 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 USCo Vivendi Successor of liability for all any moneys payable and property deliverable hereunder by Vivendi and the covenant of such USCo 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 USCo Vivendi under this Agreement; and (b) such transaction shall 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 other parties Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. USCo Jaws US shall not complete 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 entity corporation resulting therefrom unlesstherefrom, and but may do so if: (a) such other person Person or continuing entity corporation (herein called the "USCo Jaws US Successor"), by operation of law, becomes, without morefurther 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, transaction an agreement supplemental hereto and such other instruments (if any) as are reasonably satisfactory to the Trustee and in the opinion of legal counsel to the Trustee are necessary or advisable to evidence the assumption by the USCo Jaws US Successor of liability for all moneys payable and property deliverable hereunder and hereunder, the covenant of such USCo 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 USCo Jaws US under this Agreement; and (b) such transaction shall shall, to the satisfaction of the 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 other parties Trustee or of the Holders hereunder.

Certain Requirements in Respect of Combination, etc. USCo Subject to Section 27.7 of the Exchangeable Share Provisions and Article 4 hereof with respect to a D-Wave Quantum Extraordinary Transaction, so long as any Exchangeable Shares not owned by D-Wave Quantum or its affiliates are outstanding, D-Wave Quantum shall not complete enter into any transaction (whether by way of reconstruction, 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 or, in the case of a mergeran amalgamation or merger or combination, of the continuing entity corporation resulting therefrom unlesstherefrom, and provided that it may do so if: (a) such other person or continuing entity corporation (herein called the "USCo “D-Wave Quantum 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 USCo D-Wave Quantum Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo D-Wave Quantum 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 USCo D-Wave Quantum under this Agreement; 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 hereunderhereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. USCo Weyerhaeuser shall not complete 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 entity corporation resulting therefrom unless, and but may do so if: (a) such other person or continuing entity corporation (herein called the "USCo 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 USCo Weyerhaeuser Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo Weyerhaeuser under this Agreement; and (b) such transaction shall 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 other parties Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. USCo Subject to Part 2 Section 1.8 of the Exchangeable Share Provisions and Article 5 hereof with respect to a Parent Extraordinary Transaction, so long as any Exchangeable Shares not owned by Parent or its Subsidiaries are outstanding, Parent shall not complete enter into any transaction (whether by way of reconstruction, 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 or, in the case of a mergeran amalgamation, merger or combination, of the continuing entity corporation resulting therefrom unlesstherefrom, and provided that it may do so if: (a) such other person or continuing entity corporation (herein called the "USCo “Parent Successor"), ”) by operation of lawLaw, becomes, without more, 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 reasonably necessary or advisable to evidence the assumption by the USCo Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo Parent under this Agreement; 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 hereunderhereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. USCo Neither of TD Waterhouse nor WISI shall not complete 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 entity corporation resulting therefrom unless, and but may do so if: (a) such other person or continuing entity corporation (herein called the "USCo 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, transaction an agreement supplemental hereto and such other instruments (if any) as are reasonably are, necessary or advisable to evidence the assumption by the USCo Successor of liability for all moneys money payable and property deliverable hereunder and the covenant of such USCo 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 USCo TD Waterhouse or WISI, as the case may be, under this Agreementagreement; and (b) such transaction shall 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 rights of the other parties any person hereunder.

Certain Requirements in Respect of Combination, etc. USCo ARC shall 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 or, in the case of a merger, of the continuing entity resulting therefrom unless, and but may do so if: (a) such other person or continuing entity (herein called the "USCo ARC 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 USCo ARC Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo ARC 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 USCo ARC under this Agreement; and (b) such transaction shall 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 other parties Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. USCo BackWeb shall not complete 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 entity corporation resulting therefrom unless, and may but may-do so if: (a) such other person or continuing entity corporation is a duly incorporated corporation (herein called the a "USCo BackWeb Successor"); (b) BackWeb 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, transaction an agreement Agreement supplemental hereto to this Agreement and such other instruments (if any) as are reasonably satisfactory to the Trustee and in the opinion of legal counsel to the Trustee are necessary or advisable to evidence the assumption by the USCo BackWeb Successor of liability for all moneys payable and property deliverable hereunder under this Agreement and the covenant of such USCo BackWeb 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 USCo BackWeb under this Agreement; and (bc) such transaction shall shall, to the satisfaction of the 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 other parties hereunderTrustee or of the Beneficiaries under this Agreement.

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

Certain Requirements in Respect of Combination, etc. USCo Neither Acquiror nor Callco shall not complete 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 entity corporation resulting therefrom unless, and but may do so if: (a) such other person Person or continuing entity corporation (herein called the "USCo 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 USCo Acquiror Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo 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 hereunderhereunder or the holders of Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. USCo FCE shall not complete 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 entity corporation resulting therefrom unless, and but may do so if: (a) such other person Person or continuing entity corporation (herein called the "USCo FCE 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 USCo FCE Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo FCE 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 USCo FCE under this Agreement; 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 hereunderhereunder or the holders of Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. USCo JDS Uniphase shall not complete 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 entity corporation resulting therefrom unless, and but may do so if: (a) such other person or continuing entity corporation (herein called the "USCo JDS Uniphase 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 Agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the USCo JDS Uniphase Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo JDS Uniphase Successor to pay and deliver or cause to be delivered the same and its agreement Agreement to observe and perform all the covenants and obligations of USCo JDS Uniphase under this Agreement; 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 hereunderhereunder or the holders of Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. USCo Advantage Trust shall 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 or, in the case of a merger, of the continuing entity resulting therefrom unless, and may do so if: (a) such other person or continuing entity (herein called the "USCo SuccessorTRUST 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 agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the USCo Trust Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo Advantage Trust 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.

Certain Requirements in Respect of Combination, etc. USCo Vivendi shall not complete 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 Vivendi Shares would become the property of any other person Person or, in the case of a merger, of the continuing entity corporation resulting therefrom unless, and but may do so if: (a) such other person Person or continuing entity corporation (herein called the "USCo 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 agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the USCo Vivendi Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo 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 hereunderhereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. USCo Neither Acquiror nor CallCo shall not complete 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 entity resulting therefrom therefrom, unless, and may do so if: (a) such other person Person or continuing entity (herein called the "USCo 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 USCo Acquiror Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo 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 hereunderhereunder or the holders of Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. USCo Neither Acquiror nor Callco shall not complete 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 entity resulting therefrom therefrom, unless, and may do so if: (a) such other person Person or continuing entity (herein called the "USCo 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 USCo Acquiror Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo 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 hereunderhereunder or the holders of Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. USCo So long as any Exchangeable Shares not owned by Molycorp or its affiliates are outstanding, Molycorp shall not complete enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, 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 entity corporation resulting therefrom unlesstherefrom, and provided that it may do so if: (a) such other person or continuing entity corporation (herein called the "USCo “Molycorp 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 USCo Molycorp Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo Molycorp 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 USCo Molycorp under this Agreement; 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 hereunderhereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. USCo InfoSpace shall not complete 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 entity corporation resulting therefrom unless, and but may do so if: (a) such other person or continuing entity corporation (herein called the "USCo InfoSpace --------- 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 USCo InfoSpace Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo InfoSpace 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 USCo InfoSpace under this Agreement; 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.

Certain Requirements in Respect of Combination, etc. USCo Neither Acquirer nor Callco shall not complete 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 entity corporation resulting therefrom unless, and but may do so if: (a) such other person Person or continuing entity corporation (herein called the "USCo 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 USCo Acquirer Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo 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 (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 hereunderhereunder or the holders of Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. USCo If ParentCo shall not complete 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 entity corporation resulting therefrom unlesstherefrom, and may do so ifit shall ensure that: (a) such other person Person or continuing entity corporation (herein called the "USCo ParentCo 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, transaction an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the USCo ParentCo Successor of liability for all moneys payable and property deliverable hereunder and hereunder, the covenant of such USCo 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 USCo ParentCo under this Agreementagreement; and (b) such transaction shall 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 other parties Vendors hereunder.

Certain Requirements in Respect of Combination, etc. USCo Newco shall not complete 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 entity corporation resulting therefrom unless, and 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 or continuing entity corporation (herein called the "USCo 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 USCo Newco Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo Newco under this Agreementtrust agreement; and (b) such transaction shall 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 other parties Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. USCo As long as any outstanding Exchangeable Shares are owned by any person other than AMVESCAP or any of its Affiliates, AMVESCAP shall not complete 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 entity corporation resulting therefrom unless, and but may do so if: (a) such other person or continuing entity corporation (herein called the "USCo 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 USCo AMVESCAP Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo AMVESCAP under this Agreement; and (b) such transaction shall 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 other parties Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. USCo EduTrek shall not complete 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 entity corporation resulting therefrom unlesstherefrom, and but may do so if: (a) such other person Person or continuing entity corporation (herein called the "USCo EduTrek 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, transaction an agreement supplemental hereto and such other instruments (if any) as are reasonably satisfactory to the Trustee and in the opinion of legal counsel to the Trustee are necessary or advisable to evidence the assumption by the USCo EduTrek Successor of liability for all moneys payable and property deliverable hereunder and hereunder, the covenant of such USCo 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 USCo EduTrek under this Agreementagreement; and (b) such transaction shall shall, to the satisfaction of the 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 other parties Trustee or of the Holders hereunder.

Certain Requirements in Respect of Combination, etc. USCo Parent shall not complete 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 entity corporation resulting therefrom unlesstherefrom, and but may do so if: : (a) such other person Person or continuing entity corporation (herein called the "USCo Parent 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, transaction an agreement Agreement supplemental hereto and such other instruments (if any) as are reasonably satisfactory to the Trustee, acting reasonably, and in the opinion of legal counsel to the Trustee are necessary or advisable to evidence the assumption by the USCo Parent Successor of liability for all moneys payable and property deliverable hereunder and hereunder, the covenant of such USCo 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 USCo Parent under this Agreement; and and (b) such transaction shall shall, to the satisfaction of the 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 other parties Trustee or of the Holders hereunder.. 11.2

Certain Requirements in Respect of Combination, etc. USCo Acquiror shall not complete 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 entity corporation resulting therefrom unless, and but may do so if: (a) such other person Person or continuing entity corporation (herein called the "USCo “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 USCo Acquiror Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo Acquiror 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 hereunderhereunder or the holders of Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. USCo Except as contemplated in the Share Exchange Agreement, Apta shall not complete 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 entity corporation resulting therefrom unlesstherefrom, and but may do so if: (a) such other person or continuing entity corporation (herein called the "USCo Apta 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 USCo Apta Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo Apta 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 USCo Apta under this Agreement; 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 Parties hereunder.

Certain Requirements in Respect of Combination, etc. USCo Subject to anything contained within Article 26 of the Exchangeable Share Provisions and Article 4 hereof with respect to a Parent Extraordinary Transaction, so long as any Exchangeable Shares not owned by Parent or its Subsidiaries are outstanding, Parent shall not complete enter into any transaction (whether by way of reconstruction, 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 or, in the case of a mergeran amalgamation, merger or combination, of the continuing entity corporation resulting therefrom unlesstherefrom, and provided that it may do so if: (a) such other person or continuing entity corporation (herein called the "USCo “Parent Successor"), ”) by operation of lawLaw, 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 USCo Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo Parent under this Agreement; 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 hereunderhereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. USCo Newco shall not complete 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 entity corporation resulting therefrom unless, and 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 or continuing entity corporation (herein called the "USCo ``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 USCo Newco Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo Newco under this Agreementtrust agreement; and (b) such transaction shall 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 other parties Trustee or of the Beneficiaries hereunder.

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

Certain Requirements in Respect of Combination, etc. USCo Bowater shall not complete 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 entity corporation resulting therefrom unless, and may do so if: (a) such other person or continuing entity corporation is a corporation (herein called the "USCo “Bowater Successor")”) incorporated under the laws of any state of the United States or the laws of Canada or any province thereof; (b) Bowater 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 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 USCo Bowater Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo Bowater 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 USCo Bowater under this Agreementtrust agreement; and (bc) such transaction shall 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 other parties Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. USCo MetaSolv shall not complete 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 consolidation or merger, of the continuing corporation or other entity resulting therefrom therefrom, unless, and but may do so if: (a) such other person or continuing corporation or other entity (herein called the "USCo MetaSolv Successor"), by operation of law, becomes, without morefurther 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, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the USCo MetaSolv Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo MetaSolv 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 USCo MetaSolv under this Agreement; and (b) such transaction shall 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 other parties Shareholders hereunder.

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

Certain Requirements in Respect of Combination, etc. USCo shall Vivendi agrees not complete to 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 entity corporation resulting therefrom unless, and but may do so if: (a) such other person or continuing entity corporation (herein called the "USCo SuccessorVIVENDI 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 agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Custodian, acting reasonably, and in the opinion of legal counsel to the Custodian are reasonably necessary or advisable to evidence the assumption by the USCo Vivendi Successor of liability for all any moneys payable and property deliverable hereunder by Vivendi and the covenant of such USCo 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 USCo Vivendi under this Agreement; and (b) such transaction shall shall, to the satisfaction of the Custodian, acting reasonably, and in the opinion of legal counsel to the Custodian, 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 Custodian or of the Holders hereunder.

Certain Requirements in Respect of Combination, etc. USCo Acquirer shall not complete 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 entity corporation resulting therefrom unlesstherefrom, and but may do so if: (a) such other person or continuing entity corporation (herein called the "USCo 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 USCo 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 USCo 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 USCo Acquirer under this Agreement; 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 Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. USCo Parent shall not complete 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 entity corporation resulting therefrom unlesstherefrom, and but may do so if: (a) such other person or continuing entity corporation (herein called the "USCo “Parent 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 USCo 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 USCo 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 USCo Parent under this Agreement; 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 Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. USCo The Parent shall not complete 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 entity corporation resulting therefrom unless, and may do so if: (a) such other person or continuing entity corporation (herein called the "USCo 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, transaction an agreement supplemental hereto and such other instruments (if any) as are reasonably satisfactory to the holders of the Exchangeable Shares and in the opinion of legal counsel to the holders of the Exchangeable Shares are necessary or advisable to evidence the assumption by the USCo Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo the Parent under this Agreementagreement; and (b) such transaction shall shall, to the satisfaction of the holders of the Exchangeable Shares and in the opinion of legal counsel to the holders 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 other parties hereunderholders of the Exchangeable Shares.

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

Certain Requirements in Respect of Combination, etc. USCo Harvest Energy Trust shall 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 or, in the case of a merger, of the continuing entity resulting therefrom unless, and but may do so if: (a) such other person or continuing entity (herein called the "USCo 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 USCo Harvest Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo Harvest Energy Trust under this Agreement; and (b) such transaction shall 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 other parties Trustee or of the Beneficiaries hereunder.

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

Certain Requirements in Respect of Combination, etc. USCo As long as any outstanding Exchangeable Shares (excluding Nullified Shares) are owned by any person, LCE shall not complete 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 entity corporation resulting therefrom unless, and may do so if: (a) such other person or continuing entity corporation (herein called the "USCo 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 agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the USCo LCE Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo LCE 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 hereunderhereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. USCo Veritas shall not complete enter into any transaction (whether by way of reconstruction, reorganization, consolidation, merger, amalgamation, 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 mergermerger or amalgamation, of the continuing entity corporation resulting therefrom unless, and but may do so if: (ai) such other person Person or continuing entity corporation (herein called the "USCo Veritas Successor"), by operation of law, becomes, without morefurther 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, transaction an agreement supplemental hereto and such other instruments (if any) as are reasonably satisfactory to the Trustee and in the opinion of legal counsel to the Trustee are necessary or advisable to evidence the assumption by the USCo Veritas Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo Veritas 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 USCo Veritas under this Agreementagreement; and (bii) such transaction shall shall, to the satisfaction of the 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 other parties Trustee or of the Holders hereunder.

Certain Requirements in Respect of Combination, etc. USCo Neither CCo nor CCo Sub shall not complete 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 entity corporation resulting therefrom unlesstherefrom, and but may do so if: (a) such other person Person or continuing entity corporation (herein called the "USCo Successor"), by operation of law, becomes, without morefurther 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, transaction an agreement supplemental hereto and such other instruments (if any) as are reasonably satisfactory to the Trustee and in the opinion of legal counsel to the Trustee are necessary or advisable to evidence the assumption by the USCo Successor of liability for all moneys payable and property deliverable hereunder and hereunder, the covenant of such USCo 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 USCo CCo or CCo Sub, as the case may be, under this Agreementagreement; and (b) such transaction shall shall, to the satisfaction of 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 other parties Trustee or of the Holders hereunder.

Certain Requirements in Respect of Combination, etc. USCo The Parent shall not complete 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 entity corporation resulting therefrom unless, and may do so if: : (a) such other person or continuing entity corporation is a corporation (herein called the "USCo Parent Successor")) incorporated under the laws of any state of the United States or the laws of Canada or any province thereof; (b) the Parent 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 transaction a agreement supplemental hereto and such other instruments (if any) as are reasonably satisfactory to the Trustee and in the opinion of legal counsel to the Trustee are necessary or advisable to evidence the assumption by the USCo Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo the Parent under this Agreement; and and (bc) such transaction shall shall, to the satisfaction of the 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 other parties Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. USCo As long as any Exchangeable Units (other than those owned by Holdings or its subsidiaries) are outstanding, Holdings shall not complete 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 entity corporation resulting therefrom therefrom, unless, and may do so if: (a) such other person Person or continuing entity corporation (herein called the "USCo “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 USCo Holdings Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo Holdings under this Agreement; 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. For the avoidance of doubt, if a transaction described in this Section 11.1 results in holders of Exchangeable Units 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. USCo The Parent shall not complete 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 entity corporation resulting therefrom unless, and but may do so if: (a) such other person or continuing entity corporation is a corporation (herein called the "USCo Parent Successor")) incorporated under the laws of any state of the United States or the laws of Canada or any province thereof; (b) the Parent 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 transaction a trust agreement supplemental hereto and such other instruments (if any) as are reasonably satisfactory to the Trustee and in the opinion of legal counsel to the Trustee are necessary or advisable to evidence the assumption by the USCo Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo the Parent under this Agreementtrust agreement; and (bc) such transaction shall shall, to the satisfaction of the 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 other parties Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. USCo Subject to Section 7 of the Exchangeable Share Provisions and Article 5 hereof with respect to a Parent Extraordinary Transaction, so long as any Exchangeable Shares not owned by Parent or its Subsidiaries are outstanding, Parent shall not complete enter into any transaction (whether by way of reconstruction, 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 or, in the case of a mergeran amalgamation, merger or combination, of the continuing entity corporation resulting therefrom unlesstherefrom, and provided that it may do so if: (a) such other person or continuing entity corporation (herein called the "USCo “Parent Successor"), ”) by operation of lawLaw, 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 USCo Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo Parent under this Agreement; 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 hereunderhereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. USCo shall not complete 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 or, in the case of a merger, of the continuing entity corporation resulting therefrom unlesstherefrom, and may do so ifthen IBM will take all necessary actions to ensure that: (a) such other person or continuing entity corporation (herein called the "USCo 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 USCo IBM Successor of liability for all moneys money payable and property deliverable hereunder and the covenant of such USCo 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 USCo IBM under this Agreementtrust agreement; and (b) such transaction shall shall, to the satisfaction of the Trustee acting and relying on 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 other parties Trustee or of the Non-Affiliated Holders hereunder.

Certain Requirements in Respect of Combination, etc. USCo Paid shall not complete enter into 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 takeover, merger, amalgamation, arrangement, or other business combination, of the continuing entity person resulting therefrom unless, and may do so if: (a) such other person or continuing entity corporation (herein called the "USCo “Paid Successor"), ”) by operation of lawLaw, 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 USCo Paid Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo Paid 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 USCo Paid under this Agreement; 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 hereunderhereunder or the Non-Affiliated Holders.

Certain Requirements in Respect of Combination, etc. USCo Neither OSI nor PTI Holdco shall not complete 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 entity corporation resulting therefrom unlesstherefrom, and but may do so if: (a) (i) such other person Person or continuing entity corporation (herein called the "USCo Successor"), by operation of law, becomes, without morefurther 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, transaction an agreement supplemental hereto and such other instruments (if any) as are reasonably satisfactory to the Trustee and in the opinion of legal counsel to the Trustee are necessary or advisable to evidence the assumption by the USCo Successor of liability for all moneys payable and property deliverable hereunder and hereunder, the covenant of such USCo 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 USCo OSI or PTI Holdco, as the case may be, under this Agreementagreement; and (bi) such transaction shall shall, to the satisfaction of 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 other parties Trustee or of the Holders hereunder; or (b) all Exchangeable Shares are redeemed or repurchased pursuant to Article 7 of the Exchangeable Share Provisions or under the Redemption Call Rights prior to or concurrently with the consummation of such transactions.

Certain Requirements in Respect of Combination, etc. USCo Except as contemplated in the Share Exchange Agreement, WACI shall not complete consummate any transaction (whether by way of reconstruction, reorganization, consolidation, merger, Support Agreement 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 entity corporation resulting therefrom therefrom, unless, and may do so if: (a) such other person or continuing entity corporation (herein called the "USCo WACI 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 USCo WACI Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo WACI 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 USCo WACI under this Agreement; 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 Parties hereunder.

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

Certain Requirements in Respect of Combination, etc. USCo Vivendi shall not complete 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 or, in the case of a merger, of the continuing entity corporation resulting therefrom unless, and but may do so if:: 18 (a) such other person or continuing entity corporation (herein called the "USCo 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 USCo Vivendi Successor of liability for all any moneys payable and property deliverable hereunder by Vivendi and the covenant of such USCo 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 USCo Vivendi under this Agreement; and (b) such transaction shall 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 other parties Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. USCo ParentCo shall not complete 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 entity corporation resulting therefrom unless, and but may do so if: (a) such other person or continuing entity corporation (herein called the "USCo SuccessorPARENTCO 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 USCo ParentCo Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo ParentCo under this Agreement; and (b) such transaction shall 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 other parties Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. USCo NPS shall not complete 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 entity corporation resulting therefrom unless, and but may do so if: (a) such other person or continuing entity corporation (herein called the "USCo NPS 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 USCo NPS Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo NPS under this Agreement; and (b) such transaction shall 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 other parties Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. USCo WSI shall not complete 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 entity corporation resulting therefrom unless, and but may do so if: (a) such other person or continuing entity corporation (herein called the "USCo “WSI 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 USCo WSI Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo WSI under this Agreement; and (b) such transaction shall 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 other parties Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. USCo Apta and Exchangeco shall not complete 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 entity corporation resulting therefrom unless, and but may do so if: (a) such other person or continuing entity corporation (herein called the "USCo Apta 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 a Agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Agent, acting reasonably, and in the opinion of legal counsel to the Agent are reasonably necessary or advisable to evidence the assumption by the USCo Apta Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo Apta 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 USCo Apta under this Agreement; and (b) such transaction shall shall, to the satisfaction of the Agent, acting reasonably, and in the opinion of legal counsel to the Agent, 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 Agent or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. USCo As long as any Exchangeable Shares (other than those owned by Parent or its Affiliates) are outstanding, neither Parent nor Canco shall not complete 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 entity corporation resulting therefrom unless, and but may do so if: (a) such other person Person or continuing entity corporation (herein called the "USCo “Parent 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 USCo Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo 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 hereunderhereunder or the holders of Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. USCo As long as any outstanding Exchangeable Shares (excluding Nullified Shares) are owned of record by any person, LCE shall not complete 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 entity corporation resulting therefrom unless, and may do so if: (a) such other person or continuing entity corporation (herein called the "USCo 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 USCo LCE Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo LCE under this Agreementagreement; and (b) such transaction shall 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 other parties Trustee or of the Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. USCo Vivendi shall not complete 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 Vivendi Shares would become the property of any other person Person or, in the case of a merger, of the continuing entity corporation resulting therefrom unless, and but may do so if: (a) such other person Person or continuing entity corporation (herein called the "USCo SuccessorVIVENDI 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 agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the USCo Vivendi Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo 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 USCo 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 hereunderhereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. USCo Infospace shall not complete 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 entity corporation resulting therefrom unless, and but may do so if: (a) such other person or continuing entity corporation (herein called the "USCo Infospace 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 USCo Infospace Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo Infospace 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 USCo Infospace under this Agreement; 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.

Certain Requirements in Respect of Combination, etc. USCo As long as any Exchangeable Shares not owned by Neutron or its affiliates are outstanding, neither Neutron nor Neutron Holdings shall not complete 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 Parent Common Shares would become the property of any other person Person or, in the case of a merger, of the continuing entity corporation resulting therefrom unless, and but may do so if: (a) such other person Person or continuing entity corporation (herein called the "USCo Neutron 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 agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the USCo Neutron Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo Neutron 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 USCo Neutron 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 hereunderhereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. USCo So long as any Exchangeable Shares not owned by Molycorp or its affiliates are outstanding, Molycorp shall not complete enter into any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, 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 entity corporation resulting therefrom unlesstherefrom, and provided that it may do so if: (a) such other person or continuing entity corporation (herein called the "USCo “Molycorp 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 reasonably necessary or advisable to evidence the assumption by the USCo Molycorp Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo Molycorp 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 USCo Molycorp under this Agreement; 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 Trustee or of the Beneficiaries hereunder.