Common use of Certain Requirements in Respect of Merger, Etc Clause in Contracts

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. VGZ The Corporation shall not enter into any transaction (transaction, whether by way of amalgamation, merger, reconstruction, reorganization, consolidation, reorganization, leasetransfer, sale, conveyance, transfer, lease or otherwise) otherwise whereby all or substantially all of its undertaking or undertaking, property and assets would become the property of any other person as long as Person or, in the case of any Notes are outstandingsuch amalgamation, unlessof the continuing corporation resulting therefrom, but may do so if: (a1) such other person (herein called the “Successor”) Person or continuing corporation is a trust, partnership or corporation constituted (the "Successor Corporation") incorporated under the laws of a province of Canada or the laws of Canadaany province thereof; (b2) the Successor executesCorporation shall perform such acts and execute, prior to or contemporaneously with the consummation completion of such transaction, such indenture supplemental hereto and other instruments (if any) as are satisfactory to the Trustee and 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 Debentures and the interest thereon, if any, 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 VGZ the Corporation under this Indenture and Notes;Indenture; 144554\0512933.WP (c3) such transaction is to the satisfaction Debentures will be valid and binding obligations of the Trustee and in Successor Corporation entitling the opinion of Counsel upon such terms Holders, as substantially against the Successor Corporation, to preserve and not to impair any all of the rights and powers of the Trustee and of the Noteholders hereunderthey have under this Indenture; and (d4) at the time of or immediately after the consummation of such transaction, no condition or event shall exist in respect of the Corporation or the Successor Corporation, either at the time of such transaction or immediately thereafter after giving full effect thereto, which constitutes or which would, after the giving of notice or the lapse of time or giving of notice or both, constitute an Event of Default hereunder.

Certain Requirements in Respect of Merger, Etc. VGZ The Company shall not enter into any transaction (transaction, whether by way of amalgamation, merger, reconstruction, reorganization, consolidation, reorganization, leasetransfer, sale, conveyance, transfer, lease or otherwise) , whereby all or substantially all of its undertaking or undertaking, property and assets would become the property of any other person as long as Person or, in the case of any Notes are outstandingsuch amalgamation, of the continuing corporation resulting therefrom, unless: (a) 9.1.1 such other person (herein called the “Successor”) Person or continuing corporation is a trust, partnership or corporation constituted (the "Successor Corporation“) incorporated under the laws of a province of Canada or the laws of CanadaBelize; (b) the 9.1.2 The Successor executesCorporation shall execute, prior to or contemporaneously with the consummation completion of such transaction, such indenture supplemental hereto and other instruments (if any) as are satisfactory to the Trustee Fiscal Agent and in the opinion Opinion of Counsel are necessary or advisable to evidence the assumption by the Successor Corporation and of the liability for the due and punctual payment of all the Notes Debentures and the interest thereon, if any, 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 VGZ the Corporation under this Indenture and NotesIndenture; (c) 9.1.3 such transaction is shall, to the satisfaction of the Trustee Fiscal Agent and in the opinion of Counsel Counsel, be upon such terms as substantially to preserve and not to impair any of the rights and powers of the Trustee and Fiscal Agent or of the Noteholders hereunderDebentureholders hereunder and upon such terms as are not in any way prejudicial to the interests of the Debentureholders; and (d) at the time of or immediately after the consummation of such transaction, 9.1.4 no condition or event shall exist in respect of the Company or the..Successor Corporation, either at the time of such transaction or immediately thereafter after giving full effect thereto, which constitutes or which would, after the giving of notice of the lapse of time or giving of notice or both, constitute an Event of Default hereunder.

Certain Requirements in Respect of Merger, Etc. VGZ Neither of the Corporations, without the consent or approval of the Licenseholders expressed by Extraordinary Resolution, shall not enter into any transaction (whether by way of mergerreconstruction, reorganization, consolidation, reorganizationarrangement, leaseamalgamation, merger, transfer, sale, conveyance, transfer, lease or otherwise) whereby all or substantially all of its undertaking or undertaking, property and assets would become the property of any other person as long as any Notes are outstandingor of the continuing corporation, unless: company, partnership, trust or other entity (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;resulting therefrom unless (but may do so if): (ba) the Successor Successor, by operation of law, becomes, without more, bound by the terms and provisions of this Trust Indenture and the Licenses which constitute obligations of the applicable Corporation hereunder and thereunder or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, such an indenture supplemental hereto and such other instruments (if any) as are satisfactory to the Trustee and in the opinion Opinion of Counsel are necessary or advisable to evidence the assumption by the Successor of the liability for such obligations of the due applicable Corporation 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 Successor’s agreement to observe and perform all the covenants and obligations of VGZ the applicable Corporation under this Trust 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 hereunderLicenses; and (db) at the time of or immediately after the consummation of such transaction, no condition or event shall exist have occurred and be continuing in respect of the Successor at the time of such transaction and after giving full effect thereto which constitutes or which would, after the notice or lapse of time or giving of notice or both, constitute an Event of Default hereunder.

Certain Requirements in Respect of Merger, Etc. VGZ The Corporation shall not enter into any transaction (whether by way of mergerreorganization, reconstruction, consolidation, reorganizationamalgamation, leasemerger, transfer, sale, conveyance, transfer, lease or otherwise) whereby 58 -52- all or substantially all of its undertaking or undertaking, property and assets would become the property of any other person as long as any Notes are outstandingPerson or, in the case of amalgamation, of the continuing corporation resulting therefrom unless: (a) such other person Person is a body corporate (herein called the “Successor”a "Successor Corporation") is a trust, partnership or corporation constituted incorporated under the laws of a province of Canada or the laws of Canadaany province thereof; (b) the Successor executesCorporation shall execute, prior to or contemporaneously with the consummation of such transaction, such indenture supplemental hereto and other instruments (if any) as are satisfactory to the Trustee and and, in the opinion of Counsel 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 Debentures and the interest thereon, if any, thereon and all other moneys payable hereunder and the covenant of such the Successor Corporation to pay the same and its agreement to observe and perform all the covenants and obligations of VGZ the Corporation under this Indenture and NotesIndenture; (c) such transaction is shall, to the satisfaction of the Trustee and in the opinion of Counsel Counsel, be upon such terms as substantially to preserve and not to impair any of the rights and powers of the Trustee and or of the Noteholders Debentureholders hereunder; and (d) at the time of or immediately after the consummation of such transaction, no condition or event shall exist in respect of the Successor Corporation at the time of such transaction and after giving full effect thereto which constitutes or which would, after the lapse of time or giving of notice or both, would constitute an Event of Default hereunderDefault.

Certain Requirements in Respect of Merger, Etc. VGZ The Company shall not enter into any transaction (or series of transactions other than a Change of Control, whether by way of merger, consolidationreconstruction, reorganization, leaseconsolidation, transfer, sale, conveyance, transfer, lease or otherwise) , whereby all or substantially all of its undertaking or undertaking, property and assets would become the property of any other person as long as any Notes are outstanding, unless: (a) such other person Person (herein called the “Successor”), but may do so if: (a) the Company is the surviving Person or the Successor is a trust, partnership body corporate organized or corporation constituted existing under the laws of a province the United States, and state thereof or the District of Columbia or Canada or the laws of Canadaany province or territory thereof; (b) immediately after giving effect to such transaction, no Event of Default exists; (c) the Successor executesshall execute, prior to or contemporaneously with the consummation completion of such transaction, such indenture supplemental hereto (if any) and other instruments (if any) as are satisfactory to the Trustee and in the opinion of Counsel are necessary or advisable to evidence the assumption by the Successor of the liability for the due and punctual payment of all the Notes Debentures and the interest thereon, if any, thereon 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 the Company under this Indenture and Notes;Debenture Indenture; and (cd) such transaction is will, to the satisfaction of Counsel to the Trustee and in the opinion of Counsel Company, acting reasonably, be upon such terms as substantially to comply with this Article 11 and preserve and not to impair or be prejudicial in any of material respect the rights and powers of the Debenture Trustee and or 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 Debentureholders hereunder.