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

Certain Requirements in Respect of Combination, etc. Parent shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom unless, but may do so if: (a) such other person or continuing corporation (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 agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such 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 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 hereunder.

Certain Requirements in Respect of Combination, etc. Parent shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person Person or, in the case of a merger, of the continuing corporation resulting therefrom unless, but may do so if: (a) if such other person Person or continuing corporation (herein called 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 a trust agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such 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 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 hereunder.

Certain Requirements in Respect of Combination, etc. The Parent shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom unless, but may do so if: (a) such other person or continuing corporation (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 agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such the 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 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 hereunder.

Certain Requirements in Respect of Combination, etc. As long as any Exchangeable Shares (other than those held by Parent or its Affiliates) are outstanding, Parent shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person Person or, in the case of a merger, of the continuing corporation resulting therefrom unless, but may do so if: (a) if such other person Person or continuing corporation (herein called the “Parent Successor”) ), by operation of law, becomes, without more, bound by the terms and provisions of this Agreement exchange agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an a exchange agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such 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 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 hereunderexchange agreement.

Certain Requirements in Respect of Combination, etc. Parent shall not consummate 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 corporation resulting therefrom unlesstherefrom, but may do so if: (a) such other person Person or continuing corporation (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, transaction an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such 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 Parent under this Agreement; and (b) such transaction shall be upon such terms and conditions as substantially to preserve and do 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. Parent shall not consummate 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 corporation resulting therefrom unlesstherefrom, but may do so if: : (a) such other person Person or continuing corporation (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, transaction an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such 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 Parent under this Agreement; and and (b) such transaction shall be upon such terms and conditions as substantially to preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder.. 3.2

Certain Requirements in Respect of Combination, etc. The Parent shall not consummate 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 corporation resulting therefrom unless, but may do so if: (a) such other person or continuing corporation (the “"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 transaction a agreement supplemental hereto and such other instruments (if any) as are reasonably are, in the opinion of the Trustee, necessary or advisable to evidence the assumption by the Parent Successor of liability for all moneys money payable and property deliverable hereunder and the covenant of such 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 the Parent under this Agreementagreement; and (b) such transaction shall shall, in the opinion of 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. Parent If NetGateway shall not consummate 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 corporation company resulting therefrom unlesstherefrom, but may do so if: (a) it shall ensure that such other person or continuing corporation company (the “Parent "NetGateway 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 Parent NetGateway Successor of liability for all moneys monies payable and property deliverable hereunder and hereunder, the covenant of such Parent NetGateway 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 Parent NetGateway 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.