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

Certain Requirements in Respect of Combination, etc. AOI will not 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 is a corporation (herein called the "AOI Successor") incorporated under the laws of any state of the United States or the laws of Canada or any province thereof; (b) AOI 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 a Agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Trustee and are necessary or advisable to evidence the assumption by AOI Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such AOI 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 AOI under this Agreement; and (c) such transaction will, to the satisfaction of the Trustee, be upon such terms as substantially preserve and do not impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Holders hereunder.

Certain Requirements in Respect of Combination, etc. AOI will Entrust shall ---------------------------------------------------- not 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 therefrom, unless, but may do so if: (a) such other person or continuing corporation is a corporation (herein called the "AOI SuccessorEntrust Successors") incorporated under the laws of any state of the United States or the laws of Canada or any province thereof;; and (b) AOI Entrust 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 a Agreement an agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Trustee and are necessary or advisable Holders, acting reasonably, to evidence the assumption by AOI Entrust Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such AOI Entrust 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 AOI Entrust under this Agreement; and (c) such transaction will, to the satisfaction of the Trustee, be upon such terms as substantially preserve and do not impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Holders hereunder.

Certain Requirements in Respect of Combination, etc. AOI will The Parent shall not 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 is a corporation (herein called the "AOI Parent Successor") incorporated under the laws of any state of the United States or the laws of Canada or any province thereof; (b) AOI 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 a Agreement trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Trustee and in the opinion of legal counsel to the Trustee are necessary or advisable to evidence the assumption by AOI the Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such AOI 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 AOI the Parent under this Agreementtrust agreement; and (c) such transaction willshall, to the satisfaction of the Trustee and in the opinion of legal counsel to the Trustee, be upon such terms as substantially to preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Holders Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. AOI will Source shall not 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 is a corporation (herein called the "AOI Source Successor") incorporated under the laws of any state of the United States or the laws of Canada or any province thereof; ; (b) AOI Source 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 a Agreement trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Trustee and in the opinion of legal counsel to the Trustee are necessary or advisable to evidence the assumption by AOI Source Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such AOI Source 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 AOI Source under this Agreementtrust agreement; and and (c) such transaction willshall, to the satisfaction of the Trustee and in the opinion of legal counsel to the Trustee, be upon such terms as and substantially to preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Holders Beneficiaries hereunder.. 11.2

Certain Requirements in Respect of Combination, etc. AOI will The Parent shall not 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 is a corporation (herein called the "AOI Parent Successor") incorporated under the laws of any state of the United States or the laws of Canada or any province thereof; (b) AOI 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 a Agreement trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Trustee and in the opinion of legal counsel to the Trustee are necessary or advisable to evidence the assumption by AOI the Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such AOI 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 AOI the Parent under this Agreementtrust agreement; and (c) such transaction willshall, to the satisfaction of the Trustee and in the opinion of legal counsel to the Trustee, be upon such terms as substantially to preserve and do not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Holders Beneficiaries hereunder.

Certain Requirements in Respect of Combination, etc. AOI will So long as any Exchangeable Shares not owned by D-Wave Quantum or its affiliates are outstanding, D-Wave Quantum shall not 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 unlesstherefrom, but provided that it may do so if: (a) such other person or continuing corporation is a corporation (herein called the "AOI “D-Wave Quantum Successor") incorporated under the laws of any state of the United States or the laws of Canada or any province thereof; (b) AOI 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, a Agreement trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Trustee and are necessary or advisable to evidence the assumption by AOI the D-Wave Quantum Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such AOI 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 AOI D-Wave Quantum under this Agreement; and (cb) such transaction will, to the satisfaction of the Trustee, shall be upon such terms and conditions as to substantially preserve and do not impair in any material respect any of the rights, duties, powers and authorities of the Trustee or the holders of the Holders hereunderExchangeable Shares.