Common use of Issuances of Tality Securities Clause in Contracts

Issuances of Tality Securities. Tality shall not issue any additional Tality Common Shares or rights, options, warrants or other securities convertible into or exchangeable for equity securities of Tality (other than Tality Common Shares issued pursuant to Section 4.8, 4.10 or 7.3 or as otherwise provided in the Certificate of Incorporation of Tality (as the same may be amended, but only to the extent such amendment has been approved by the Holdings Partners) or incur any indebtedness, unless: (i) Tality transfers to the Partnership or a Subsidiary of the Partnership, as an additional Capital Contribution, the net cash proceeds or other property received by Tality (or any direct or indirect wholly owned Subsidiary of Tality) from, and causes the Partnership to assume, or take such cash or other property subject to, the liabilities incurred in connection with, the grant, award or issuance of such additional Tality Common Shares or other securities or indebtedness, as the case may be, or from the exercise of rights contained in such additional Tality Common Shares or other securities, as the case may be; provided, however, that if the property received by Tality in exchange for such issuance consists of stock of another Person that becomes a direct or indirect wholly owned Subsidiary of Tality (including an acquisition by means of a reverse triangular merger), or if such property is received by a direct or indirect wholly owned Subsidiary of Tality (in either case, the "Acquired Entity"), then Tality may cause the Acquired Entity to transfer all (but not less than all) of its assets to the Partnership or a Subsidiary of the Partnership, and cause the Partnership or such Subsidiary of the Partnership to assume or take such assets subject to all liabilities and other obligations of the Acquired Entity, in lieu of Tality transferring its equity interest in the Acquired Entity; provided further, that if any third party consent or approval shall be necessary to effect the transfer of any such asset or assumption of any such liability, the General Partner shall not be required to effect such transfer or assumption until such consent or approval has been obtained (and during the pendency of such transfer or assumption the General Partner or such Acquired Entity shall hold such asset or liability in trust for the benefit or account of the Partnership, as the case may be, and the General Partner and Partnership shall enter into such agreement (including indemnities) or other arrangements as necessary to reflect the transfer to the Partnership or one of its Subsidiaries of all beneficial interest in such asset or responsibility for such liability); and (ii) the Partnership issues to Tality (or, in the case of an Acquired Entity that has transferred all of its assets as described in clause (i) above, to the Acquired Entity) Partnership Units or rights, options, warrants or convertible or exchangeable securities or indebtedness of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially the same as those of such additional Tality Common Shares or other securities or indebtedness, as the case may be.

Issuances of Tality Securities. Tality shall not issue any additional Tality Common Shares or rights, options, warrants or other securities convertible into or exchangeable for equity securities of Tality (other than Tality Common Shares issued pursuant to Section 4.8, 4.10 or 7.3 or as otherwise provided in the Certificate of Incorporation of Tality (as the same may be amended, but only to the extent such amendment has been approved by the Holdings Partners) or incur any indebtedness, unless: (i) Tality transfers to the Partnership or a Subsidiary of the Partnership, as an additional Capital Contribution, the net cash proceeds or other property received by Tality (or any direct or indirect wholly owned Subsidiary of Tality) from, and causes the Partnership to assume, or take such cash or other property subject to, the liabilities incurred in connection with, the grant, award or issuance of such additional Tality Common Shares or other securities or indebtedness, as the case may be, or from the exercise of rights contained in such additional Tality Common Shares or other securities, as the case may be; providedPROVIDED, howeverHOWEVER, that if the property received by Tality in exchange for such issuance consists of stock of another Person that becomes a direct or indirect wholly owned Subsidiary of Tality (including an acquisition by means of a reverse triangular merger), or if such property is received by a direct or indirect wholly owned Subsidiary of Tality (in either case, the "Acquired EntityACQUIRED ENTITY"), then Tality may cause the Acquired Entity to transfer all (but not less than all) of its assets to the Partnership or a Subsidiary of the Partnership, and cause the Partnership or such Subsidiary of the Partnership to assume or take such assets subject to all liabilities and other obligations of the Acquired Entity, in lieu of Tality transferring its equity interest in the Acquired Entity; provided furtherPROVIDED FURTHER, that if any third party consent or approval shall be necessary to effect the transfer of any such asset or assumption of any such liability, the General Partner shall not be required to effect such transfer or assumption until such consent or approval has been obtained (and during the pendency of such transfer or assumption the General Partner or such Acquired Entity shall hold such asset or liability in trust for the benefit or account of the Partnership, as the case may be, and the General Partner and Partnership shall enter into such agreement (including indemnities) or other arrangements as necessary to reflect the transfer to the Partnership or one of its Subsidiaries of all beneficial interest in such asset or responsibility for such liability); and (ii) the Partnership issues to Tality (or, in the case of an Acquired Entity that has transferred all of its assets as described in clause (i) above, to the Acquired Entity) Partnership Units or rights, options, warrants or convertible or exchangeable securities or indebtedness of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially the same as those of such additional Tality Common Shares or other securities or indebtedness, as the case may be.