Reciprocal Changes. Except for the transactions expressly contemplated by Section 2.1 of the Transaction Agreement, from and after the First Closing Day, so long as any Exchangeable Units not owned by the General Partner or its Subsidiaries are Outstanding:
(a) TopCo will not:
(i) issue or distribute TopCo Shares (or securities exchangeable for or convertible into or carrying rights to acquire TopCo Shares) to the holders of all or substantially all of the then outstanding TopCo Shares by way of stock dividend or other distribution, other than an issue of TopCo Shares (or securities exchangeable for or convertible into or carrying rights to acquire TopCo Shares) to holders of TopCo Shares who exercise an option to receive dividends in TopCo Shares (or securities exchangeable for or convertible into or carrying rights to acquire TopCo Shares) in lieu of receiving cash dividends; or
(ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding TopCo Shares entitling them to subscribe for or to purchase TopCo Shares (or securities exchangeable for or convertible into or carrying rights to acquire TopCo Shares); or
(iii) issue or distribute to the holders of all or substantially all of the then outstanding TopCo Shares (A) shares or securities of the General Partner other than TopCo Shares (other than shares convertible into or exchangeable for or carrying rights to acquire TopCo Shares), (B) rights, options or warrants other than those referred to in Section 3.5(a)(ii) hereof, (C) evidences of indebtedness of the General Partner or (D) assets of the General Partner, unless, in each case, the equitably equivalent on a per Exchangeable Unit basis of such TopCo Shares, rights, options, securities, warrants, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable Units; provided that, for greater certainty, the above restrictions shall not apply to dividends or distributions on TopCo Shares corresponding to a distribution that is made on each Exchangeable Unit in accordance with Section 5.3(a).
(b) TopCo will not:
(i) subdivide, redivide or change the then outstanding TopCo Shares into a greater number of TopCo Shares; or
(ii) reduce, combine, consolidate or change the then outstanding TopCo Shares into a lesser number of TopCo Shares; or
(iii) reclassify or otherwise change TopCo Shares or effect an amalgamation, arrangement, merger, reorganization or other tra...
Reciprocal Changes. (a) So long as any Class C Units are outstanding, Canadian Parent will not:
(i) issue or distribute Canadian Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Canadian Parent Common Shares) to holders of all or substantially all outstanding Canadian Parent Common Shares by way of stock dividend or other distribution, including an issue of Canadian Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Canadian Parent Common Shares) to holders of Canadian Parent Common Shares who elect to reinvest the proceeds of any cash dividends they receive for additional Canadian Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Canadian Parent Common Shares) in connection with any dividend reinvestment plan or similar plan; or
(ii) issue or distribute rights, options or warrants to the holders of all or substantially all outstanding Canadian Parent Common Shares entitling them to subscribe for or to purchase Canadian Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Canadian Parent Common Shares); or
(iii) issue or distribute to the holders of all or substantially all outstanding Canadian Parent Common Shares (A) evidences of indebtedness of Canadian Parent or (B) cash or other assets of Canadian Parent, unless, in each case, rights, options, securities, warrants, shares, evidences of indebtedness, amounts of cash or other assets are issued or distributed on an equitably equivalent basis (per Class C Unit) simultaneously to all holders of the Class C Units; provided that, for greater certainty, the above restrictions shall not apply (A) to dividends or distributions on Canadian Parent Common Shares where an equal distribution is made on each Class C Unit in accordance with Section 9.1(a), (B) to any securities issued or distributed by Canadian Parent in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement, or (C) to payments made by the Company pursuant to Section 9.1(c) . Neither the foregoing nor any other provision hereof shall prohibit the Canadian Parent from making distributions to holders of Canadian Parent Common Shares in the form of cash denominated in Canadian dollars or any other currency, and the Company from simultaneously making distributions to holders of Class C Units in the f...
Reciprocal Changes. So long as any Exchangeable Units not owned by Holdings or its Subsidiaries are outstanding:
