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

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG shall not 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 would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it may do so if: (a) such other person or continuing corporation (the “RG 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 necessary or advisable to evidence the assumption by the RG Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG 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 RG under this agreement; and (b) such transaction shall be upon such terms and conditions as to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG shall not 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 would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it may do so if: (a) such other person or continuing corporation (the “RG 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 necessary or advisable to evidence the assumption by the RG Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG 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 RG 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 Trustee or the holders of the Exchangeable SharesBeneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG MEC shall not 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 would become the property of any other person Person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person Person or continuing corporation (herein called the “RG "MEC 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 Agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG MEC Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG MEC 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 RG MEC under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable SharesHolders hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Neither Paid nor Callco shall not consummate 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 Other Corporation (as defined below) or, in the case of a take-over, merger, arrangement, amalgamation or other business combination, of the continuing corporation resulting therefrom, provided that it but may do so if: (a) such other person Other Corporation or continuing corporation (the “RG Paid Successor”) by operation of lawLaw, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG Paid Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG 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 RG Paid or Callco, as the case may be, 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 or the holders of the Exchangeable SharesNon-Affiliated Holders hereunder.

Certain Requirements in Respect of Combination, etc. So As long as any Exchangeable Shares not (other than those owned by RG Coors or its affiliates affiliates) are outstanding, RG Coors shall not 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 would become the property of any other person Person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person Person or continuing corporation (the “RG "Coors 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 RG Coors Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG 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 RG Coors 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 or the holders of the Exchangeable Shareshereunder.

Certain Requirements in Respect of Combination, etc. So As long as any outstanding Exchangeable Shares not are owned by RG any person other than Newmont or any of its affiliates are outstandingaffiliates, RG Newmont shall not 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 would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person or continuing corporation (the “RG Newmont Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Newmont Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG 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 RG Newmont 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 or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG Akerna or its affiliates are outstanding, RG Akerna shall not consummate 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 an amalgamation or merger, of the continuing corporation resulting therefrom, provided that it may do so if: (a) such other person or continuing corporation (the “RG Akerna 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 necessary or advisable to evidence the assumption by the RG Akerna Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Akerna 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 RG Akerna under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So As long as any Exchangeable Shares not outstanding Common Units are owned by RG any Person other than USCo, USCo2 or its affiliates are outstandingany of their respective affiliates, RG Pubco shall not consummate any transaction (whether by way of reconstruction, recapitalization, reorganization, consolidation, arrangement, merger, 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, Person or of the continuing corporation resulting therefrom, provided that it may do so iftherefrom unless: (a) such other person Person or continuing corporation (the “RG Pubco Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, prior to before or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the RG Pubco Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG 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 RG Pubco under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as to substantially preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable SharesCommon Units.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG the Parent or its affiliates are outstanding, RG the Parent shall not consummate 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 corporation resulting therefrom, provided that it may do so if: (a) such other person or continuing corporation (the “RG "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, an a trust agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG 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 RG the Parent under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or the holders of the Exchangeable SharesBeneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG United Royale or its affiliates are outstanding, RG United Royale shall not 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 would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it may do so if: (a) such other person or continuing corporation (the “RG United Royale 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 necessary or advisable to evidence the assumption by the RG United Royale Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG United Royale 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 RG United Royale under this agreement; and (b) such transaction shall be upon such terms and conditions as to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG Rockford or its affiliates are outstanding, RG Rockford shall not consummate 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 corporation resulting therefrom, provided that it may do so if: (a) such other person or continuing corporation (the “RG Rockford 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 necessary or advisable to evidence the assumption by the RG Rockford Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Rockford 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 RG Rockford 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 Trustee or the holders of the Exchangeable SharesBeneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG Vail or its affiliates are outstanding, RG Vail shall not consummate 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 corporation resulting therefrom, provided that it may do so if: (a) such other person or continuing corporation (the “RG Vail 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 necessary or advisable to evidence the assumption by the RG Vail Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Vail Successor to pay and deliver or cause to be paid and delivered the same and its agreement to observe and perform all the covenants and obligations of RG Vail under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as to substantially preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG Vail or its affiliates are outstanding, RG Vail shall not consummate 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 an amalgamation or merger, of the continuing corporation resulting therefrom, provided that it may do so if: (a) such other person or continuing corporation (the “RG Vail 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 necessary or advisable to evidence the assumption by the RG Vail Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Vail Successor to pay and deliver or cause to be paid and delivered the same and its agreement to observe and perform all the covenants and obligations of RG Vail under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG the Parent or its affiliates are outstanding, RG the Parent shall not consummate 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 corporation resulting therefrom, provided that it may do so if: (a) such other person or continuing corporation (the “RG 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, an agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG 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 RG the Parent under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Abgenix shall not 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 would become the property of any other person Person (or, in the case of a merger, of the continuing corporation resulting therefrom) unless, provided that it but may do so if: (a) such other person Person or continuing corporation (the “RG "Abgenix 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 RG Abgenix Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG Abgenix Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of RG Abgenix 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 or the holders of the Exchangeable Company Special Shares.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG Neither of TD Waterhouse nor WISI shall not consummate 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 corporation resulting therefromtherefrom unless, provided that it but may do so if: (a) such other person or continuing corporation (the “RG 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 are, necessary or advisable to evidence the assumption by the RG Successor of liability for all moneys money payable and property deliverable hereunder and the covenant of such RG 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 RG TD Waterhouse or WISI, as the case may be, under this agreement; 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 hereunder or the holders of the Exchangeable Sharesany person hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG or its affiliates are outstanding, RG The U.S. Company shall not 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 would become the property of any other person Person or, in the case of a merger, of the continuing corporation resulting therefrom, provided that it unless, but may do so if: (a1) such other person Person or continuing corporation (the “RG U.S. Company Successor”) ), by operation of law, becomes, without more, becomes bound by the terms and provisions of this agreement Agreement or, if not so bound, executes, 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 RG U.S. Company Successor of liability for all moneys payable and property deliverable hereunder hereunder, and the covenant of such RG U.S. Company Successor to pay and deliver or cause to be delivered the same same, and its agreement to observe and perform all the covenants and obligations of RG the U.S. Company under this agreementAgreement; and (b2) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable SharesParties hereunder.

Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not owned by RG the Parent or its affiliates are outstanding, RG the Parent shall not consummate 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 corporation resulting therefrom, provided that it may do so if: (a) such other person or continuing corporation (the “RG 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, an a trust agreement supplemental hereto and such other instruments (if any) as are necessary or advisable to evidence the assumption by the RG Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such RG 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 RG the Parent under this agreementAgreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder Trustee or the holders of the Exchangeable SharesBeneficiaries hereunder.