Parent Successors. 11.1 Certain Requirements in Respect of Combination, etc. Parent and Exchangeco 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: (a) such other person or continuing corporation (herein called the "Parent 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 Agent, acting reasonably, and in the opinion of legal counsel to the Agent are reasonably necessary or advisable to evidence the assumption by the Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such 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 Parent under this Agreement; and (b) such transaction shall, to the satisfaction of the Agent, acting reasonably, and in the opinion of legal counsel to the Agent, 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 Agent or of the Beneficiaries hereunder.
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Samples: Voting and Exchange Agency Agreement (Ideal Accents Inc), Voting and Exchange Agency Agreement (Ideal Accents Inc), Voting and Exchange Agency Agreement (Medinex Systems Inc)
Parent Successors. 11.1 3.1 Certain Requirements in Respect of Combination, etc. Parent and Exchangeco 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:
(a) such other person or continuing corporation (herein called the "Parent 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 Agent, acting reasonably, and in the opinion of legal counsel to the Agent are reasonably necessary or advisable to evidence the assumption by the Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such 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 Parent under this Agreement; and
(b) such transaction shall, to the satisfaction of the Agent, acting reasonably, and in the opinion of legal counsel to the Agent, 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 Agent or of the Beneficiaries other Parties hereunder.
Appears in 3 contracts
Samples: Exchangeable Share Support Agreement (Ideal Accents Inc), Exchangeable Share Support Agreement (Ideal Accents Inc), Exchangeable Share Support Agreement (Ideal Accents Inc)
Parent Successors. 11.1 Certain Requirements in Respect of Combination, etc. Parent and Exchangeco 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:
(a) such other person or continuing corporation (herein called the "Parent 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 Agent, acting reasonably, and in the opinion of legal counsel to the Agent are reasonably necessary or advisable to evidence the assumption by the Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such 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 Parent under this Agreement; and
(b) such transaction shall, to the satisfaction of the Agent, acting reasonably, and in the opinion of legal counsel to the Agent, 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 Agent or of the Beneficiaries Vendors hereunder.
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Samples: Voting and Exchange Agency Agreement (Wireless Age Communications Inc)
Parent Successors. 11.1 5.1 Certain Requirements in Respect of Combination, etc. Parent and Exchangeco shall will 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 be acquired by any other person Person or, in the case of a merger, of the continuing corporation resulting therefrom unless, but may do so if:
(a) such other person Person or continuing corporation (herein called the "“Parent 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 Agent, acting reasonably, and in the opinion of legal counsel to the Agent are reasonably necessary or advisable to evidence the assumption by the Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such 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 Parent under this Agreement; and
(b) such transaction shall, to the satisfaction of the Agent, acting reasonably, and in the opinion of legal counsel to the Agent, will 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 Agent or of the Beneficiaries other parties hereunder.
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