Certain Requirements in Respect of Merger, Etc. The Obligors shall not, and shall not permit any other Restricted Party to, enter into any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale 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 any such amalgamation, of the continuing company resulting therefrom, or whereby the obligation of the Borrower or any other Obligor to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing company, provided that it may do so and such Person or continuing company (the "Successor Corporation") shall become a party to this Agreement and/or a Guarantee, as the case may be, and the other Loan Documents, if:
(a) the Successor Corporation is a Guarantor, the Successor Corporation is a Subsidiary of Hudbay;
(b) either of the predecessors of the Successor Corporation was the Borrower, the Successor Corporation is the Borrower;
(c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a Guarantee, the Successor Corporation is a Guarantor or the Borrower;
(d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party;
(e) the Successor Corporation shall execute and/or deliver to the Agent an agreement supplemental hereto in form reasonably satisfactory to the Agent and execute and/or deliver such other instruments, if any, which to the reasonable satisfaction of the Agent and the Peruvian Collateral Agent and in the opinion of counsel to the Borrower addressed to the Agent, the Peruvian Collateral Agent and the Lenders are necessary to evidence (i) the assumption by the Successor Corporation of liability under each Loan Document to which it is a party for the due and punctual payment of all money payable by any of the Obligors, as the case may be, thereunder, and (ii) the covenant of the Successor Corporation to pay the same and (iii) the agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligor, as the case may be, under each Loan Document and to be bound by all the terms of each Loan Document so far as they relate to such Obligor, which instruments, if any, shall be in form reasonably satisfactory to the Agent; provided there shall be no obligation ...
Certain Requirements in Respect of Merger, Etc. VGZ shall not enter into any transaction (whether by way of merger, consolidation, reorganization, lease, sale, conveyance, transfer, or otherwise) whereby all or substantially all of its undertaking or assets would become the property of any other person as long as any Notes are outstanding, unless:
(a) such other person (herein called the “Successor”) is a trust, partnership or corporation constituted under the laws of a province of Canada or the laws of Canada;
(b) the Successor executes, prior to the consummation of such transaction, such indenture supplemental hereto and other instruments (if any) as are satisfactory to the Trustee and in the opinion of Counsel necessary or advisable to evidence the assumption by the Successor of the liability for the due and punctual payment of all the Notes and the interest thereon, if any, and all other moneys payable hereunder and the covenant of such Successor to pay the same and its agreement to observe and perform all the covenants and obligations of VGZ under this Indenture and Notes;
(c) such transaction is to the satisfaction of the Trustee and in the opinion of Counsel upon such terms as substantially to preserve and not to impair any of the rights and powers of the Trustee and of the Noteholders hereunder; and
(d) at the time of or immediately after the consummation of such transaction, no condition or event shall exist which constitutes or which would, after the lapse of time or giving of notice or both, constitute an Event of Default hereunder.
Certain Requirements in Respect of Merger, Etc. The Corporation shall not enter into any transaction, whether by way of amalgamation (except a vertical short-form amalgamation with one or more of its wholly-owned Subsidiaries pursuant to the Canada Business Corporations Act), merger, reconstruction, reorganization, consolidation, 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 any such amalgamation, of the continuing corporation resulting therefrom, but may do so if:
(a) such other Person or continuing corporation is a corporation (the "SUCCESSOR CORPORATION") incorporated:
(i) under the laws of Canada or any province thereof; or
(ii) in the United States, Australia, New Zealand or any country in the European Union as of the date hereof, provided that in the opinion of the Trustee, acting reasonably, the Noteholders are not economically disadvantaged in any material respect (including as a result of the imposition of withholding tax on any payments to be made hereunder) as a result of the transaction (including without limitation as a result of the fact that the continuing corporation is incorporated in a jurisdiction outside Canada). For the purposes of rendering its opinion under this clause 8.1(a)(ii), the Trustee shall be entitled to hire such experts or advisors as it deems necessary and to rely upon the advice of such experts and advisors in supporting its opinion. The Trustee shall be protected in acting in good faith in reliance on such advice;
(b) the Successor Corporation shall execute, prior to or contemporaneously with the completion of such transaction, such indenture supplemental hereto and other instruments (if any) as in the opinion of Counsel are necessary or advisable to evidence the assumption by the Successor Corporation of the liability for the due and punctual payment of all the Notes and the interest thereon and all other moneys payable hereunder and the covenant of such Successor Corporation to pay the same and its agreement to observe and perform all the covenants and obligations of the Corporation under this Indenture;
(c) such transaction will, to the satisfaction of the Trustee, acting reasonably, be upon such terms as substantially to preserve and not impair in any material respect the rights and powers of the Trustee or of the Noteholders hereunder; and
(d) no condition or event shall exist in respect of the Corporation or the Successor Corporation, ...
Certain Requirements in Respect of Merger, Etc. The Bank shall not enter into any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale 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 any such amalgamation, of the continuing company resulting therefrom, unless, but may do so if:
Certain Requirements in Respect of Merger, Etc. As long as any outstanding Exchangeable Shares are owned by any Person other than LoJack or any of its Affiliates, LoJack 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:
3.1.1 such other Person or continuing corporation (the “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 agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the LoJack Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such 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 LoJack under this Agreement; and
3.1.2 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 Merger, Etc. The Obligors shall not, and shall not permit any other Restricted Party to, enter into any transaction (other than the CMMC Arrangement) (whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale 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 any such amalgamation, of the continuing company resulting therefrom, or whereby the obligation of the Borrower or any other Obligor to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing company, provided that it may do so and such Person or continuing company (the "Successor Corporation") shall become a party to this Agreement and/or a Guarantee, as the case may be, and the other Loan Documents, if:
(a) the Successor Corporation is a Guarantor, the Successor Corporation is a Subsidiary of Hudbay;
(b) either of the predecessors of the Successor Corporation was the Borrower, the Successor Corporation is the Borrower;
(c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a Guarantee, the Successor Corporation is a Guarantor or the Borrower;
Certain Requirements in Respect of Merger, Etc. The Corporation shall not enter into any transaction (whether by way of reconstruction, reorganization, 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 any such amalgamation, of the continuing Corporation unless, but may do so if: (a) such other person or continuing corporation (the "SUCCESSOR CORPORATION") is a corporation incorporated under the laws of Canada or any of its provinces;
Certain Requirements in Respect of Merger, Etc. So long as any of the Debentures remain outstanding, the Company shall not enter into any transaction (whether by way of merger, consolidation, reorganization, amalgamation (except with one or more of its Wholly-Owned Subsidiaries), conveyance, transfer, lease, sale or otherwise) whereby all or substantially all of its undertaking or assets would become the property of any other Person unless:
Certain Requirements in Respect of Merger, Etc. The Corporation may not, in a single transaction or a series of transactions, amalgamate or consolidate with or merge into any other Person, or permit any other Person to amalgamate or consolidate with or merge into the Corporation, or directly or indirectly transfer, sell, lease or otherwise dispose of all or substantially all of its property or assets (a "disposition") to any Person, but may do so if:
(a) the Corporation shall be the surviving Person, or the Person (if other than the Corporation) formed by such amalgamation, consolidation or into which the Corporation is merged or that acquires by disposition all or substantially all of the properties or assets of the Corporation shall expressly assume, by a supplemental indenture executed and delivered to the Trustee in form satisfactory to the Trustee, all of the Corporation's obligations under this Indenture and the Debentures (the Corporation or such other Person who becomes such a successor obligor under this Indenture being herein referred to as the "Successor Person");
(b) such transaction will, to the satisfaction of Counsel to the Trustee, acting reasonably, be upon such terms as substantially to preserve and not impair in any material respect the rights and powers of the Trustee or of the Debentureholders hereunder; and
(c) no condition or event shall exist in respect of the Corporation or the Successor Person, either at the time of such transaction or immediately thereafter after giving full effect thereto, which constitutes or would, after the giving of notice or the lapse of time or both, constitute an Event of Default hereunder.
Certain Requirements in Respect of Merger, Etc. The Obligors shall not, and shall not permit any other Restricted Party to, enter into any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale 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 any such amalgamation, of the continuing company resulting therefrom, or whereby the obligation of the Borrowers or any other Obligor to pay amounts under this Agreement or any other Loan Document would become subject to novation or assumed or undertaken by any other such Person or continuing company, provided that it may do so and such Person or continuing company (the “Successor Corporation”) shall become a party to this Agreement and/or a Guarantee, as the case may be, and the other Loan Documents, if:
(a) the Successor Corporation is a Guarantor, the Successor Corporation is a Subsidiary of HudBay;
(b) either of the predecessors of the Successor Corporation was one of the Borrowers, the Successor Corporation is a Borrower;
(c) either of the predecessors of the Successor Corporation was a Material Subsidiary which provided a Guarantee, the Successor Corporation is a Guarantor or one of the Borrowers;
(d) either of the predecessors of the Successor Corporation was a Restricted Party, the Successor Corporation is a Restricted Party;
(e) the Successor Corporation shall execute and/or deliver to the Agent an agreement supplemental hereto in form reasonably satisfactory to the Agent and execute and/or deliver such other instruments, if any, which to the reasonable satisfaction of the Agent and in the opinion of counsel to the Borrowers addressed to the Agent and the Lenders are necessary to evidence (i) the assumption by the Successor Corporation of liability under each Loan Document to which it is a party for the due and punctual payment of all money payable by any of the Obligors, as the case may be, thereunder, and (ii) the covenant of the Successor Corporation to pay the same and (iii) the agreement of the Successor Corporation to observe and perform all the covenants and obligations of such Obligor, as the case may be, under each Loan Document and to be bound by all the terms of each Loan Document so far as they relate to such Obligor, which instruments, if any, shall be in form reasonably satisfactory to the Agent; provided there shall be no obligation to deliver such instruments if the Successor Corp...
