Common use of Consolidation and Amalgamation Clause in Contracts

Consolidation and Amalgamation. (1) The Corporation shall not enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other corporation or entity (herein called a "successor corporation") whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Corporation and the successor corporation shall have executed such instruments and done such things as, in the opinion of counsel to the Corporation, are necessary or advisable to establish that upon the consummation of such transaction: (i) the successor corporation will have assumed all the covenants and obligations of the Corporation under this Compensation Option Certificate; and (ii) this Compensation Option Certificate will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Compensation Warrant Certificate. (2) Whenever the conditions of subsection 13(1) shall have been duly observed and performed, the successor corporation shall possess and from time to time may exercise each and every right and power of the Corporation under this Compensation Option Certificate in the name of the Corporation or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Corporation may be done and performed with like force and effect by the like directors or officers of the successor corporation.

Consolidation and Amalgamation. (1) The Corporation shall not enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other corporation or entity (herein called a "successor corporation") whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Corporation and the successor corporation shall have executed such instruments and done such things as, in the opinion of counsel to the Corporation, are necessary or advisable to establish that upon the consummation of such transaction: (i) the successor corporation will have assumed all the covenants and obligations of the Corporation under this Compensation Option Certificate; and (ii) this Compensation Option Certificate will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Compensation Warrant Option Certificate. (2) Whenever the conditions of subsection 13(1) shall have been duly observed and performed, the successor corporation shall possess and from time to time may exercise each and every right and power of the Corporation under this Compensation Option Certificate in the name of the Corporation or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Corporation may be done and performed with like force and effect by the like directors or officers of the successor corporation.

Consolidation and Amalgamation. (1) 12.1 The Corporation Company shall not enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other corporation or entity (herein called a "successor corporation") whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Corporation Company and the successor corporation shall have executed such instruments and done such things as, in the opinion of counsel to the CorporationHolder, are necessary or advisable to establish that upon the consummation of such transaction: (ia) the successor corporation will have assumed all the covenants and obligations of the Corporation Company under this Compensation Option CertificateWarrant certificate; and (iib) this Compensation Option Certificate Warrant certificate will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Compensation Warrant Certificatecertificate. (2) 12.2 Whenever the conditions of subsection 13(1) Section 12.1 shall have been duly observed and performed, performed the successor corporation shall possess possess, and from time to time may exercise exercise, each and every right and power of the Corporation Company under this Compensation Option Certificate Warrant certificate in the name of the Corporation Company or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Corporation Company may be done and performed with like force and effect by the like directors or officers of the successor corporation.

Consolidation and Amalgamation. ‎ (1a) The ‎The Corporation shall not enter into any transaction whereby all or substantially all of ‎of its undertaking, property and assets would become the property of any other corporation or entity ‎corporation (herein called a "successor corporation") whether by way of reorganization‎reorganization, reconstruction, consolidation, arrangement, amalgamation, merger, transfer‎transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the ‎the consummation of such transaction the Corporation and the successor corporation ‎corporation shall have executed such instruments and done such things asas the ‎Corporation, in the opinion of counsel to the Corporationacting reasonably, are considers necessary or advisable to establish that upon ‎upon the consummation of such transaction:transaction:‎ (i) the successor corporation will have assumed all the covenants and obligations of the ‎the Corporation under this Compensation Option Warrant Certificate; , and (ii) the terms set forth in this Compensation Option Warrant Certificate will be a valid valid, legal and binding obligation ‎obligations of the successor corporation entitling the Holder, as against the successor ‎successor corporation, to all the rights and benefits of the Holder under this Compensation Warrant Certificate.‎Warrant Certificate.‎ (2b) Whenever the conditions of subsection 13(1Section 14(a) hereof shall have been duly observed and performed, ‎and performed the successor corporation shall possess possess, and from time to time may exercise ‎exercise, each and every right and power of the Corporation under this Compensation Option Certificate Warrant ‎Certificate in the name of the Corporation or otherwise and any act or proceeding by ‎by any provision hereof required to be done or performed by any director or officer ‎officer of the Corporation may be done and performed with like force and effect by ‎by the like directors or officers of the successor corporation.

Consolidation and Amalgamation. (1) 12.1 The Corporation Company shall not enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other corporation or entity (herein called a "successor corporation") whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Corporation Company and the successor corporation shall have executed such instruments and done such things as, in the opinion of counsel to the CorporationHolder, are necessary or advisable to establish that upon the consummation of such transaction: (ia) the successor corporation will have assumed all the covenants and obligations of the Corporation Company under this Compensation Option CertificateSeries A Warrant certificate; and (iib) this Compensation Option Certificate Series A Warrant certificate will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Compensation Series A Warrant Certificatecertificate. (2) 12.2 Whenever the conditions of subsection 13(1) Section 12.1 shall have been duly observed and performed, performed the successor corporation shall possess possess, and from time to time may exercise exercise, each and every right and power of the Corporation Company under this Compensation Option Certificate Series A Warrant certificate in the name of the Corporation Company or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Corporation Company may be done and performed with like force and effect by the like directors or officers of the successor corporation.

Consolidation and Amalgamation. (1a) The Corporation shall not enter into any transaction whereby all or substantially all of or its undertaking, property and assets would become the property of any other corporation or entity (herein called a "“successor corporation"”) whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Corporation and the successor corporation shall have executed such instruments and done such things as, in the opinion of counsel to as the Corporation, are acting reasonably, considers necessary or advisable to establish that upon the consummation of such transaction: (i) the successor corporation will have assumed all the covenants and obligations of the Corporation under this Compensation Option Warrant Certificate; , and (ii) the Warrant and the terms set forth in this Compensation Option Warrant Certificate will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Compensation Warrant Certificate. (2b) Whenever the conditions of subsection 13(113(a) shall have been duly observed and performed, performed the successor corporation shall possess possess, and from time to time may exercise exercise, each and every right and power of the Corporation under this Compensation Option Certificate Warrant in the name of the Corporation or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Corporation may be done and performed with like force and effect by the like directors or officers of the successor corporation.

Consolidation and Amalgamation. (1) 12.1 The Corporation shall Company will not enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other corporation or entity (herein called a "“successor corporation"”) whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Corporation Company and the successor corporation shall will have executed such instruments and done such things as, in the opinion of counsel to the CorporationHolder, are necessary or advisable to establish that upon the consummation of such transaction: (ia) the successor corporation will have assumed all the covenants and obligations of the Corporation Company under this Compensation Option CertificateSeries D Warrant certificate; and (iib) this Compensation Option Certificate Series D Warrant certificate will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Compensation Series D Warrant Certificatecertificate. (2) 12.2 Whenever the conditions of subsection 13(1) shall Section 12.1 will have been duly observed and performed, performed the successor corporation shall possess will possess, and from time to time may exercise exercise, each and every right and power of the Corporation Company under this Compensation Option Certificate Series D Warrant certificate in the name of the Corporation Company or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Corporation Company may be done and performed with like force and effect by the like directors or officers of the successor corporation.

Consolidation and Amalgamation. (1a) The Corporation Company shall not enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other corporation or entity (herein called a "“successor corporation"”) whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Corporation Company and the successor corporation shall have executed such instruments and done such things as, in the opinion of counsel to the CorporationHolder, are necessary or advisable to establish that upon the consummation of such transaction: (i) the successor corporation will have assumed all the covenants and obligations of the Corporation Company under this Compensation Option Certificate; Warrant, and (ii) this Compensation Option Certificate the Warrant will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Compensation Warrant CertificateWarrant, mutatis mutandis. (2b) Whenever the conditions of subsection 13(113(a) shall have been duly observed and performed, performed the successor corporation shall possess possess, and from time to time may exercise exercise, each and every right and power of the Corporation Company under this Compensation Option Certificate Warrant in the name of the Corporation Company or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Corporation Company may be done and performed with like force and effect by the like directors or officers of the successor corporation.

Consolidation and Amalgamation. (1) The Corporation shall not enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other corporation or entity (herein called a "successor corporationSUCCESSOR CORPORATION") whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Corporation and the successor corporation shall have executed such instruments and done such things as, in the opinion of counsel to the Corporation, are necessary or advisable to establish that upon the consummation of such transaction: (i) the successor corporation will have assumed all the covenants and obligations of the Corporation under this Compensation Option Warrant Certificate; and , and (ii) this Compensation Option the Warrant Certificate will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Compensation Warrant Certificate. (2) Whenever the conditions of subsection 13(113(l) shall have been duly observed and performed, performed the successor corporation shall possess and from time to time may exercise each and every right and power of the Corporation under this Compensation Option Warrant Certificate in the name of the Corporation or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Corporation may be done and performed with like force and effect by the like directors or officers of the successor corporation.

Consolidation and Amalgamation. (1a) The Corporation Company shall not enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other corporation or entity (herein called a "“successor corporation"”) whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, arrangement, business combination, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Corporation Company and the successor corporation shall have executed such instruments and done such things as, in the opinion of counsel to the CorporationCompany, are necessary or advisable to establish that upon the consummation of such transaction: (i) the successor corporation will have assumed all the covenants and obligations of the Corporation Company under this Compensation Option Warrant Certificate; and (ii) this Compensation Option Certificate the Warrant will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Compensation Warrant Certificate. (2b) Whenever the conditions of subsection 13(115(a) shall have been duly observed and performed, performed the successor corporation shall possess possess, and from time to time may exercise exercise, each and every right and power of the Corporation Company under this Compensation Option Warrant Certificate in the name of the Corporation Company or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Corporation Company may be done and performed with like force and effect by the like directors or officers of the successor corporation.

Consolidation and Amalgamation. (1) 13.1 The Corporation shall Company will not enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other corporation or entity (herein called a "“successor corporation"”) whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Corporation Company and the successor corporation shall will have executed such instruments and done such things as, in the opinion of counsel to the CorporationHolder, are necessary or advisable to establish that upon the consummation of such transaction: (ia) the successor corporation will have assumed all the covenants and obligations of the Corporation Company under this Compensation Option CertificateSubscription Right certificate; and (iib) this Compensation Option Certificate Subscription Right certificate will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Compensation Warrant CertificateSubscription Right certificate. (2) 13.2 Whenever the conditions of subsection 13(1Section 10.1(a) shall will have been duly observed and performed, performed the successor corporation shall possess will possess, and from time to time may exercise exercise, each and every right and power of the Corporation Company under this Compensation Option Certificate Subscription Right certificate in the name of the Corporation Company or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Corporation Company may be done and performed with like force and effect by the like directors or officers of the successor corporation.

Consolidation and Amalgamation. (1) The Corporation shall not enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other corporation or entity (herein called a "successor corporation") whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Corporation and the successor corporation shall have executed such instruments and done such things as, in the opinion of counsel to the Corporation, are necessary or advisable to establish that upon the consummation of such transaction: (i) the successor corporation will have assumed all the covenants and obligations of the Corporation under this Compensation Option Warrant Certificate; and (ii) this Compensation Option Warrant Certificate will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Compensation Warrant Certificate. (2) Whenever the conditions of subsection 13(1) shall have been duly observed and performed, the successor corporation shall possess and from time to time may exercise each and every right and power of the Corporation under this Compensation Option Warrant Certificate in the name of the Corporation or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Corporation may be done and performed with like force and effect by the like directors or officers of the successor corporation.

Consolidation and Amalgamation. (1a) The Corporation shall not enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other corporation or entity (herein called a "“successor corporation"”) whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Corporation and the successor corporation shall have executed such instruments and done such things as, in the opinion of counsel to as the Corporation, are acting reasonably, considers necessary or advisable to establish that upon the consummation of such transaction: (i) the successor corporation will have assumed all the covenants and obligations of the Corporation under this Compensation Option Certificate; , and (ii) the Warrants and the terms set forth in this Compensation Option Certificate will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Compensation Warrant Certificate. (2b) Whenever the conditions of subsection 13(1Section 14(a) shall have been duly observed and performed, performed the successor corporation shall possess possess, and from time to time may exercise exercise, each and every right and power of the Corporation under this Compensation Option Certificate in the name of the Corporation or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Corporation may be done and performed with like force and effect by the like directors or officers of the successor corporation.

Consolidation and Amalgamation. (1) 12.1 The Corporation Company shall not enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the becomethe property of any other corporation or entity (herein called a "successor corporation") whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Corporation Company and the successor corporation shall have executed such instruments and done such things as, in the opinion of counsel to the CorporationHolder, are necessary or advisable to establish that upon the consummation of such transaction: (ia) the successor corporation will have assumed all the covenants and obligations of the Corporation Company under this Compensation Option CertificateSeries B Warrant certificate; and (iib) this Compensation Option Certificate Series B Warrant certificate will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Compensation Series B Warrant Certificatecertificate. (2) 12.2 Whenever the conditions of subsection 13(1) Section 12.1 shall have been duly observed and performed, performed the successor corporation shall possess possess, and from time to time may exercise exercise, each and every right and power of the Corporation Company under this Compensation Option Certificate Series B Warrant certificate in the name of the Corporation Company or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Corporation Company may be done and performed with like force and effect by the like directors or officers of the successor corporation.