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

Certain Requirements in Respect of Combination, etc. As long as any Exchangeable Units (other than those owned by the General Partner or its Subsidiaries) are Outstanding, the General Partner shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, 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 an amalgamation, arrangement or merger, of the continuing corporation resulting therefrom, unless: (a) such other Person or continuing corporation (such other Person or continuing corporation (or, in the event of an amalgamation, arrangement, merger or similar transaction pursuant to which holders of shares in the capital of the General Partner are entitled to receive shares or other ownership interests (“Successor Securities”) in the capital of any corporation or other legal entity other than such other Person or continuing corporation, then such corporation or other legal entity in which holders of shares in the capital of the General Partner are entitled to receive an interest) is herein called the “TopCo Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this Agreement and the Voting 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 TopCo Successor of all of the rights and obligations of the General Partner hereunder, including liability for all moneys payable and property deliverable hereunder and the covenant of such TopCo 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 the General Partner under this Agreement; (b) the approval under Article 23.2(f) of the TopCo Articles, if required, has been obtained; and (c) 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. Where the foregoing conditions are satisfied, all references herein to TopCo Shares shall be deemed to be references to the shares of the TopCo Successor which has assumed the obligations of the General Partner and all references to the General Partner shall be to the TopCo Successor, without amendment hereto or any further action whatsoever. 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 TopCo 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). For the further avoidance of doubt, this Section 11.1 shall not apply to the transactions contemplated by the Transaction Agreement.

Certain Requirements in Respect of Combination, etc. As long as any Exchangeable Units (other than those owned by the General Partner Holdings or its Subsidiaries) are Outstandingoutstanding, the General Partner Holdings shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, 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 an amalgamation, arrangement or a merger, of the continuing corporation resulting therefrom, unless: (a) such other Person or continuing corporation (such other Person or continuing corporation (or, in the event of an amalgamationa merger, arrangement, merger amalgamation or similar transaction pursuant to which holders of shares in the capital of the General Partner Holdings are entitled to receive shares or other ownership interests (“Successor Securities”) in the capital of any corporation or other legal entity other than such other Person or continuing corporation, then such corporation or other legal entity in which holders of shares in the capital of the General Partner Holdings are entitled to receive an interest) is herein called the “TopCo Holdings Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this Agreement and the Voting Trust 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 TopCo Holdings Successor of all of the rights and obligations of the General Partner hereunder, including liability for all moneys payable and property deliverable hereunder and the covenant of such TopCo 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 the General Partner Holdings under this Agreement; (b) the approval under Article 23.2(f) of the TopCo Articles, if required, has been obtained; and (cb) 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. Where the foregoing conditions are satisfied, all references herein to TopCo Holdings Shares shall be deemed to be references to the shares of the TopCo Holdings Successor which has assumed the obligations of the General Partner Holdings and all references to the General Partner Holdings shall be to the TopCo Holdings Successor, without amendment hereto or any further action whatsoever. 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 TopCo 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). For the further avoidance of doubt, this Section 11.1 shall not apply to the transactions contemplated by the Transaction Agreement.

Certain Requirements in Respect of Combination, etc. As long as any Exchangeable Units (other than those owned by the General Partner Holdings or its Subsidiariessubsidiaries) are Outstandingoutstanding, the General Partner Holdings shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, 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 an amalgamation, arrangement or a merger, of the continuing corporation resulting therefrom, unless: (a) such other Person or continuing corporation (such other Person or continuing corporation (or, in the event of an amalgamationa merger, arrangement, merger amalgamation or similar transaction pursuant to which holders of shares in the capital of the General Partner Holdings are entitled to receive shares or other ownership interests (“Successor Securities”) in the capital of any corporation or other legal entity other than such other Person or continuing corporation, then such corporation or other legal entity in which holders of shares in the capital of the General Partner Holdings are entitled to receive an interest) is herein called the “TopCo Holdings Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this Agreement and the Voting Trust 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 TopCo Holdings Successor of all of the rights and obligations of the General Partner hereunder, including liability for all moneys payable and property deliverable hereunder and the covenant of such TopCo 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 the General Partner Holdings under this Agreement; (b) the approval under Article 23.2(f) of the TopCo Articles, if required, has been obtained; and (cb) 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. Where the foregoing conditions are satisfied, all references herein to TopCo Holdings Shares shall be deemed to be references to the shares of the TopCo Holdings Successor which has assumed the obligations of the General Partner Holdings and all references to the General Partner Holdings shall be to the TopCo Holdings Successor, without amendment hereto or any further action whatsoever. 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 TopCo 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). For the further avoidance of doubt, this Section 11.1 shall not apply to the transactions contemplated by the Transaction Agreement.

Certain Requirements in Respect of Combination, etc. As long Except as any Exchangeable Units (other than those owned by otherwise permitted pursuant to Section 2.8 of the General Partner or its Subsidiaries) are OutstandingSupport Agreement, the General Partner Parent shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, 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 an amalgamation, arrangement or a merger, of the continuing corporation resulting therefrom, unlessbut may do so if: (a) such other Person or continuing corporation (such other Person or continuing corporation (orthe "PARENT SUCCESSOR"), in the event of an amalgamation, arrangement, merger or similar transaction pursuant to which holders of shares in the capital of the General Partner are entitled to receive shares or other ownership interests (“Successor Securities”) in the capital of any corporation or other legal entity other than such other Person or continuing corporation, then such corporation or other legal entity in which holders of shares in the capital of the General Partner are entitled to receive an interest) is herein called the “TopCo Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this Agreement and the Voting 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 approved by the Holders in accordance with Article 10 of the Exchangeable Share Provisions and in the opinion of legal counsel to the Holders (at the cost of Parent) are necessary or advisable to evidence the assumption by the TopCo Successor of all of the rights and obligations of the General Partner hereunder, including liability for all moneys payable and property deliverable hereunder and the covenant agreement of such TopCo Parent 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 the General Partner Parent under this Agreement;, the Support Agreement and the Exchangeable Share Provisions and to be bound by the covenants of Newco I and Newco II under this Agreement, the Support Agreement and the Exchangeable Share Provisions; and (b) such transaction shall, to the approval under Article 23.2(f) satisfaction of the TopCo ArticlesTrustee, if required, has been obtained; and (c) 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 Trustee hereunder; or (c) the Parent Successor enters into amendments or other parties hereunder. Where agreements supplemental hereto as are approved by the foregoing conditions are satisfied, all references herein to TopCo Shares shall be deemed to be references to the shares Holders in accordance with Article 10 of the TopCo Successor which has assumed the obligations of the General Partner and all references to the General Partner shall be to the TopCo Successor, without amendment hereto or any further action whatsoever. 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 TopCo 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). For the further avoidance of doubt, this Section 11.1 shall not apply to the transactions contemplated by the Transaction AgreementShare Provisions.

Certain Requirements in Respect of Combination, etc. As So long as any Exchangeable Units (other than those Shares not owned by the General Partner RTO Acquiror or its Subsidiaries) affiliates are Outstandingoutstanding, the General Partner RTO Acquiror shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, 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 an amalgamation, arrangement or a merger, of the continuing corporation resulting therefrom, unless:provided that it may do so if: 131129481189884.0v04003/109954461.4 -39- (a) such other Person person or continuing corporation (such other Person or continuing corporation (or, in the event of an amalgamation, arrangement, merger or similar transaction pursuant to which holders of shares in the capital of the General Partner are entitled to receive shares or other ownership interests (“Successor Securities”) in the capital of any corporation or other legal entity other than such other Person or continuing corporation, then such corporation or other legal entity in which holders of shares in the capital of the General Partner are entitled to receive an interest) is herein called the “TopCo RTO Acquiror Successor”) ), by operation of law, becomes, without more, bound by the terms and provisions of this Agreement and the Voting 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 reasonably necessary or advisable to evidence the assumption by the TopCo RTO Acquiror Successor of all of the rights and obligations of the General Partner hereunder, including liability for all moneys payable and property deliverable hereunder and the covenant of such TopCo RTO Acquiror 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 the General Partner RTO Acquiror under this Agreement;agreement: and (b) the approval under Article 23.2(f) of the TopCo Articles, if required, has been obtained; and (c) 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. Where Notwithstanding the foregoing conditions are satisfiedprovisions of Section 10.1, all references herein to TopCo Shares RTO Acquiror shall be deemed permitted to be references to consummate an Asset Sale Transaction (as such term is defined in the shares terms of the TopCo Successor which has assumed the obligations preferred stock of the General Partner and all references to the General Partner shall be to the TopCo Successor, without amendment hereto or any further action whatsoever. 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 TopCo 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(sRTO Acquiror). For the further avoidance of doubt, this Section 11.1 shall not apply to the transactions contemplated by the Transaction Agreement.

Certain Requirements in Respect of Combination, etc. As long as any Exchangeable Units (other than those owned by the General Partner or its Subsidiaries) are Outstanding, the General Partner Devon shall not consummate enter into any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, 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 an amalgamation, arrangement or a merger, of the continuing corporation resulting therefrom, unless: but may do so if: (a) such other Person or continuing corporation (such other Person or continuing corporation (orthe "Devon Successor"), in the event of an amalgamation, arrangement, merger or similar transaction pursuant to which holders of shares in the capital of the General Partner are entitled to receive shares or other ownership interests (“Successor Securities”) in the capital of any corporation or other legal entity other than such other Person or continuing corporation, then such corporation or other legal entity in which holders of shares in the capital of the General Partner are entitled to receive an interest) is herein called the “TopCo Successor”) by operation of law, becomes, without morefurther action, bound by the terms and provisions of this Agreement and the Voting 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 relying on the opinion of legal counsel to the Trustee are necessary or advisable to evidence the assumption by the TopCo Devon Successor of all of the rights and obligations of the General Partner hereunder, including liability for all moneys payable and property deliverable hereunder and hereunder, the covenant of such TopCo Devon 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 the General Partner Devon under this Agreement; agreement; and (b) such transaction shall, to the approval under Article 23.2(f) satisfaction of the TopCo ArticlesTrustee relying on the opinion of legal counsel to the Trustee, if required, has been obtained; and (c) 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 Trustee or of the Holders as a whole hereunder. Where 20 21 11.2 VESTING OF POWERS IN SUCCESSOR Whenever the foregoing conditions are satisfiedof Section 11.1 hereof have been duly observed and performed, all references herein the Trustee, if required by Section 11.1 hereof, the Devon Successor and Northstar shall execute and deliver the supplemental agreement provided for in Article 12 hereof, and thereupon the Devon Successor shall possess and from time to TopCo Shares shall be deemed time may exercise each and every right and power of Devon under this agreement in the name of Devon or otherwise and any act or proceeding by any provision of this agreement required to be references to done or performed by the shares board of the TopCo Successor which has assumed the obligations directors of the General Partner and all references to the General Partner shall be to the TopCo Successor, without amendment hereto Devon or any further action whatsoever. For the avoidance officers 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 TopCo Successor in a different ratio than that set out herein, then this Agreement shall Devon may be deemed to be amended to refer to such different ratio(s). For the further avoidance of doubt, this Section 11.1 shall not apply to the transactions contemplated done and performed with like force and effect by the Transaction Agreementdirectors or officers of such Devon Successor.

Certain Requirements in Respect of Combination, etc. As So long as any Exchangeable Units (other than those Shares not owned by the General Partner Bionik US or its Subsidiaries) subsidiaries are Outstandingoutstanding, the General Partner Bionik US shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, arrangement, amalgamation, arrangement, 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 person or, in the case of an a merger, amalgamation, arrangement or mergersimilar transaction, of the continuing corporation or other legal entity resulting therefrom, unlessprovided that it may do so if: (ai) such other Person person or continuing corporation (such or other Person or continuing corporation (legal entity or, in the event of an any merger, amalgamation, arrangement, merger arrangement or similar transaction pursuant to which holders of shares in the capital of the General Partner Bionik US Shares are entitled to receive shares or other ownership interests (“Successor Securities”) in the capital of any corporation or other legal entity other than such other Person person or continuing corporation, then such corporation or other legal entity (in which holders of shares in the capital of the General Partner are entitled to receive an interest) is herein called each case the “TopCo Bionik US Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this Agreement and the Voting 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 TopCo Bionik US Successor of all of the rights and obligations of the General Partner hereunder, including liability for all moneys payable and property deliverable hereunder and the covenant of such TopCo Bionik US 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 the General Partner Bionik US under this Agreement; (b) the approval under Article 23.2(f) of the TopCo Articles, if required, has been obtainedagreement; and (cii) 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. Where hereunder or the foregoing conditions are satisfied, all references herein to TopCo Shares shall be deemed to be references to the shares holders of the TopCo Successor which has assumed the obligations of the General Partner and all references to the General Partner shall be to the TopCo Successor, without amendment hereto or any further action whatsoever. 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 TopCo 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). For the further avoidance of doubt, this Section 11.1 shall not apply to the transactions contemplated by the Transaction AgreementShares.

Certain Requirements in Respect of Combination, etc. As long as any Exchangeable Units (other than those owned by 1) Subject to Section 4.01(3) and compliance with the General Partner or its Subsidiaries) are OutstandingInvestor Rights and Governance Agreement, the General Partner shall Listco will not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, 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 an amalgamation, arrangement or a merger, of the continuing corporation Person resulting therefrom, unless:therefrom unless:‌ (a) such other Person or continuing corporation (such other Person or continuing corporation (or, in the event of an amalgamation, arrangement, merger or similar transaction pursuant to which holders of shares in the capital of the General Partner are entitled to receive shares or other ownership interests (“Successor Securities”) in the capital of any corporation or other legal entity other than such other Person or continuing corporation, then such corporation or other legal entity in which holders of shares in the capital of the General Partner are entitled to receive an interest) is herein called the “TopCo Listco Successor”) ), by operation of law, becomes, without more, becomes bound by the terms and provisions of this Agreement and the Voting 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 TopCo Listco Successor of all of the rights and obligations of the General Partner hereunder, including liability for all moneys amounts payable and property deliverable hereunder and the covenant of such TopCo Listco 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 the General Partner Listco under this Agreement;; and‌ (b) the approval under Article 23.2(f) of the TopCo Articles, if required, has been obtained; and (c) such transaction shall be upon such terms and conditions so as to substantially to preserve and not to impair in any material respect any of the rights, duties, powers powers (2) Whenever the conditions of Section 4.01(1) have been duly observed and authorities of performed, if required by Section 4.01(1), the Listco Successor and the other parties hereunder. Where will execute and deliver the foregoing conditions are satisfied, all references supplemental agreement provided for herein and thereupon the Listco Successor will possess and from time to TopCo Shares shall time may exercise each and every right and power and will be deemed subject to each and every obligation of Listco under this Agreement in the name of Listco or otherwise and any act or proceeding under any provision of this Agreement required to be references to done or performed by Listco or any officer of Listco may be done and performed with like force and effect by the shares board of directors or the officers of such Listco Successor. (3) Nothing herein will be construed as preventing the merger or similar transaction of any wholly-owned direct or indirect subsidiary of Listco with or into Listco or any such subsidiary, or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of Listco, provided that all of the TopCo Successor which has assumed the obligations assets of the General Partner and all references such subsidiary are transferred to the General Partner shall be to the TopCo Successor, without amendment hereto Listco or any further action whatsoever. For the avoidance another wholly-owned direct or indirect subsidiary 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 TopCo 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). For the further avoidance of doubt, this Section 11.1 shall not apply to the transactions contemplated by the Transaction Agreement.Listco.‌

Certain Requirements in Respect of Combination, etc. As long as any Exchangeable Units (other than those owned by the General Partner Holdings or its Subsidiaries) are Outstandingoutstanding, the General Partner Holdings shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, 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 an amalgamation, arrangement or a merger, of the continuing corporation resulting therefrom, unless: (a) such other Person or continuing corporation (such other Person or continuing corporation (or, in the event of an amalgamationa merger, arrangement, merger amalgamation or similar transaction pursuant to which holders of shares in the capital of the General Partner Holdings are entitled to receive shares or other ownership interests (“Successor Securities”) in the capital of any corporation or other legal entity other than such other Person or continuing corporation, then such corporation or other legal entity in which holders of shares in the capital of the General Partner Holdings are entitled to receive an interest) is herein called the “TopCo Holdings Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this Agreement and the Voting 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 TopCo Holdings Successor of all of the rights and obligations of the General Partner hereunder, including liability for all moneys payable and property deliverable hereunder and the covenant of such TopCo 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 the General Partner Holdings under this Agreement; (b) the approval under Article 23.2(f) of the TopCo Articles, if required, has been obtained; and (cb) 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. Where the foregoing conditions are satisfied, all references herein to TopCo Holdings Shares shall be deemed to be references to the shares of the TopCo Holdings Successor which has assumed the obligations of the General Partner Holdings and all references to the General Partner Holdings shall be to the TopCo Holdings Successor, without amendment hereto or any further action whatsoever. 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 TopCo 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). For the further avoidance of doubt, this Section 11.1 shall not apply to the transactions contemplated by the Transaction Agreement.

Certain Requirements in Respect of Combination, etc. As long as any Exchangeable Units (other than those owned by the General Partner or its Subsidiaries) are Outstanding, the General Partner shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, 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 an amalgamation, arrangement or merger, of the continuing corporation resulting therefrom, unless: (a) such other Person or continuing corporation (such other Person or continuing corporation (or, in the event of an amalgamation, arrangement, merger or similar transaction pursuant to which holders of shares in the capital of the General Partner are entitled to receive shares or other ownership interests (“Successor Securities”) in the capital of any corporation or other legal entity other than such other Person or continuing corporation, then such corporation or other legal entity in which holders of shares in the capital of the General Partner are entitled to receive an interest) is herein called the “TopCo Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this Agreement and the Voting 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 TopCo Successor of all of the rights and obligations of the General Partner hereunder, including liability for all moneys payable and property deliverable hereunder and the covenant of such TopCo 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 the General Partner under this Agreement; (b) the approval under Article 23.2(f) of the TopCo Articles, if required, has been obtained; andand ​ (c) 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. Where the foregoing conditions are satisfied, all references herein to TopCo Shares shall be deemed to be references to the shares of the TopCo Successor which has assumed the obligations of the General Partner and all references to the General Partner shall be to the TopCo Successor, without amendment hereto or any further action whatsoever. 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 TopCo 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). For the further avoidance of doubt, this Section 11.1 shall not apply to the transactions contemplated by the Transaction Agreement.