Common use of Restriction on Amalgamation etc Clause in Contracts

Restriction on Amalgamation etc. the Borrower shall not and shall not permit any of the other Loan Parties to enter into any transaction (other than a transaction involving only Loan Parties) whereby all or substantially all of its undertaking, property and assets would become the property of any other person (herein called a "Successor") whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (each a "Transaction") unless: (i) the Majority Lenders, acting reasonably, are satisfied with the resulting creditworthiness of the Successor after the Transaction; (ii) prior to or contemporaneously with the consummation of such Transaction: (A) the Successor is or will be (by operation of law or otherwise) bound by or have assumed all the covenants and obligations of the Borrower or such Loan Party under the Loan Documents to which it is a party; and (B) the Loan Documents to which it is a party will be valid and binding obligations of the Successor, enforceable against the Successor and entitling the Agent and the Lenders, as against the Successor, to exercise all their rights under the Loan Documents to which it is a party; and provided that the Successor shall also execute and/or deliver to the Agent such documents (including assumption agreements and legal opinions of counsel to the Successor), if any, as may, in the reasonable opinion of the Agent, be necessary to effect or establish (A) and (B) above; (iii) the Successor is an entity governed by or created under the federal laws of Canada or the laws in force in a province of Canada, and in the case of the Borrower only, the Successor is a corporation; (iv) such Transaction shall not have a Material Adverse Effect; (v) such Transaction shall be on such terms and shall be carried out in such manner as to preserve and not to impair any of the rights and powers of the Agent and the Lenders hereunder and under any other Loan Documents and not to affect adversely the potential liability of the Agent and the Lenders for any present or future taxes, duties, assessments or charges of whatsoever nature imposed or levied by or on behalf of the Government of Canada or any province or political subdivision thereof or any authority or agency therein or thereof having power to impose or levy taxes, duties, assessments or charges; (vi) such Transaction shall not result in the undertaking, property and assets of the Successor being subject to any Security Interests other than Permitted Encumbrances; and (vii) no Event of Default or Default shall have occurred and be continuing immediately prior to such Transaction or will occur as a result of such Transaction; and provided further that, in the case of a transaction involving only Loan Parties that would otherwise constitute a Transaction, the Borrower shall not and shall not permit any of the Loan Parties to enter into such a transaction unless the conditions specified in subsections (ii)(A) and (B), (iii) and (vii) above are satisfied, and the Successor shall execute and/or deliver to the Agent such documents (including assumption agreements and legal opinions of counsel to the Successor), if any, as may, in the reasonable opinion of the Agent, be necessary to effect or establish the matters set forth in subsection (ii)(A) and (B) above;

Restriction on Amalgamation etc. the Borrower shall not and shall not permit any of the other Loan Parties to enter into any transaction (other than a transaction involving only Loan Parties) whereby all or substantially all of its undertaking, property and assets would become the property of any other person (herein called a "“Successor"”) whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (each a "“Transaction"”) unless: (i) if the Transaction involves a person other than the Borrower or a Designated Subsidiary, the Majority Lenders, acting reasonably, are satisfied with the resulting creditworthiness of the Successor after the Transaction; (ii) prior to or contemporaneously with the consummation of such Transaction: (A) the Successor is or will be (by operation of law or otherwise) bound by or have assumed all the covenants and obligations of the Borrower or such Loan Party under the Loan Documents and the Material Contracts to which it is a party; and (B) the Loan Documents and the Material Contracts to which it is a party will be valid and binding obligations of the Successor, enforceable against the Successor and entitling the Agent and the Lenders, as against the Successor, to exercise all their rights under the Loan Documents to which it is a party; and provided that the Successor shall also execute and/or deliver to the Agent such documents (including assumption agreements and legal opinions of counsel to the Successor), if any, as may, in the reasonable opinion of the Agent, be necessary to effect or establish (A) and (B) above; (iii) the Successor is an entity a corporation governed (as to corporate matters) by or created under the federal laws of Canada or the laws in force in a province of Canada, and in the case of the Borrower only, the Successor is a corporation; (iv) such Transaction shall not have a Material Adverse Effect; (v) such Transaction shall be on such terms and shall be carried out in such manner as to preserve and not to impair any of the rights and powers of the Agent and the Lenders hereunder and under any other Loan Documents and not to affect adversely the potential liability of the Agent and the Lenders for any present or future taxes, duties, assessments or charges of whatsoever nature imposed or levied by or on behalf of the Government of Canada or any province or political subdivision thereof or any authority or agency therein or thereof having power to impose or levy taxes, duties, assessments or charges; (vi) such Transaction shall not result in the undertaking, property and assets of the Successor being subject to any Security Interests other than Permitted Encumbrances; and (vii) no Event of Default or Default shall have occurred and be continuing immediately prior to such Transaction or will occur as a result of such Transaction; and provided further that, in the case of a transaction involving only Loan Parties that would otherwise constitute a Transaction, the Borrower shall not and shall not permit any of the Loan Parties to enter into such a transaction unless the conditions specified in subsections (ii)(A) and (B), (iii) and (vii) above are satisfied, and the Successor shall execute and/or deliver to the Agent such documents (including assumption agreements and legal opinions of counsel to the Successor), if any, as may, in the reasonable opinion of the Agent, be necessary to effect or establish the matters set forth in subsection (ii)(A) and (B) above;

Restriction on Amalgamation etc. the Borrower shall not and shall not permit any of the other Loan Parties to enter into any transaction (other than a transaction involving only Loan Parties) whereby all or substantially all of its undertaking, property and assets would become the property of any other person (herein called a "“Successor"”) whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (each a "“Transaction"”) unless: (i) the Majority Lenders, acting reasonably, are satisfied with the resulting creditworthiness of the Successor after the Transaction; (ii) prior to or contemporaneously with the consummation of such Transaction: (A) the Successor is or will be (by operation of law or otherwise) bound by or have assumed all the covenants and obligations of the Borrower or such Loan Party under the Loan Documents and the Material Contracts to which it is a party; and (B) the Loan Documents and the Material Contracts to which it is a party will be valid and binding obligations of the Successor, enforceable against the Successor and entitling the Agent and the Lenders, as against the Successor, to exercise all their rights under the Loan Documents to which it is a party; and provided that the Successor shall also execute and/or deliver to the Agent such documents (including assumption agreements and legal opinions of counsel to the Successor), if any, as may, in the reasonable opinion of the Agent, be necessary to effect or establish (A) and (B) above; (iii) the Successor is an entity governed by or created under the federal laws of Canada or the laws in force in a province of Canada, and in the case of the Borrower only, the Successor is a corporation; (iv) such Transaction shall not have a Material Adverse Effect; (v) such Transaction shall be on such terms and shall be carried out in such manner as to preserve and not to impair any of the rights and powers of the Agent and the Lenders hereunder and under any other Loan Documents and not to affect adversely the potential liability of the Agent and the Lenders for any present or future taxes, duties, assessments or charges of whatsoever nature imposed or levied by or on behalf of the Government of Canada or any province or political subdivision thereof or any authority or agency therein or thereof having power to impose or levy taxes, duties, assessments or charges; (vi) such Transaction shall not result in the undertaking, property and assets of the Successor being subject to any Security Interests other than Permitted Encumbrances; and (vii) no Event of Default or Default shall have occurred and be continuing immediately prior to such Transaction or will occur as a result of such Transaction; and provided further that, in the case of a transaction involving only Loan Parties that would otherwise constitute a Transaction, the Borrower shall not and shall not permit any of the Loan Parties to enter into such a transaction unless the conditions specified in subsections (ii)(A) and (B), (iii) and (vii) above are satisfied, and the Successor shall execute and/or deliver to the Agent such documents (including assumption agreements and legal opinions of counsel to the Successor), if any, as may, in the reasonable opinion of the Agent, be necessary to effect or establish the matters set forth in subsection (ii)(A) and (B) above;

Restriction on Amalgamation etc. neither the Borrower nor any Designated Subsidiary shall not and shall not permit any of the other Loan Parties to merge, amalgamate, consolidate or otherwise enter into any transaction (other than a transaction involving only Loan Parties) whereby all or substantially all of its undertaking, property and assets would become the property of any other person other than the Borrower or a Designated Subsidiary (herein each called a "Successor") whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (each a "Transaction") unlesswithout the consent of the Lenders, such consent not to be unreasonably withheld, provided that no such consent will be required if: (i) the Majority Lenders, acting reasonably, are satisfied with the resulting creditworthiness of the Successor after the Transaction; (ii) prior to or contemporaneously with the consummation of such TransactionTransaction and if the Transaction involves the Borrower: (A) the Successor is or will be (by operation of law or otherwise) bound by or have assumed all the covenants and obligations of the Borrower or such under this Agreement and the other Loan Party under the Loan Documents to which it is a partyDocuments; and (B) this Agreement and the other Loan Documents to which it is a party will be valid and binding obligations of the Successor, enforceable against the Successor and entitling the Agent and the Lenders, as against the Successor, to exercise all their its rights under under, as applicable, this Agreement and the other Loan Documents to which it is a partyDocuments; and provided that and, if the Transaction involves the Borrower, the Successor shall also execute and/or deliver to the Agent Lenders such documents (including assumption agreements and legal opinions of counsel to the Successor), if any, as may, in the reasonable opinion of the Agent, acting reasonably, be necessary to effect or establish (A) and (B) above; (iiiii) if the Successor is an entity governed by or created under Transaction involves the federal laws of Canada or the laws in force in a province of Canada, and in the case of the Borrower onlyBorrower, the Successor is a corporationperson organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia or the laws of Canada or any province or territory thereof, or, if such consolidation, amalgamation, merger, statutory arrangement or other transaction would not impair the rights of the Lenders, in any other jurisdiction; (iii) immediately after such Transaction and after giving effect thereto, the unsubordinated debt of the Borrower or such Successor is or will be rated at least Baa3 by Xxxxx'x or BBB- by S&P; (iv) such if the Transaction shall not have a Material Adverse Effect; (v) involves the Borrower, such Transaction shall be on such terms and shall be carried out in such manner as to preserve and not to impair any of the rights and powers of the Agent and the Lenders hereunder and under any other Loan Documents and not to affect adversely the potential liability of the Agent and the Lenders for any present or future taxes, duties, assessments or charges of whatsoever nature imposed or levied by or on behalf of the Government of Canada or any province or political subdivision thereof or any authority or agency therein or thereof having power to impose or levy taxes, duties, assessments or charges; (vi) such Transaction shall not result in the undertaking, property and assets of the Successor being subject to any Security Interests other than Permitted EncumbrancesExcluded Taxes; and (viiv) no Default or Event of Default shall exist after or Default shall have occurred and be continuing immediately prior to such Transaction or will occur as a result of from such Transaction; and provided further that, in the case of a transaction involving only Loan Parties that would otherwise constitute a Transaction, the Borrower shall not and shall not permit any of the Loan Parties to enter into such a transaction unless the conditions specified in subsections (ii)(A) and (B), (iii) and (vii) above are satisfied, and the Successor shall execute and/or deliver to the Agent such documents (including assumption agreements and legal opinions of counsel to the Successor), if any, as may, in the reasonable opinion of the Agent, be necessary to effect or establish the matters set forth in subsection (ii)(A) and (B) above;

Restriction on Amalgamation etc. the Borrower TCPL shall not not, and shall not permit any of the other Loan Parties to Borrower to, enter into any transaction (other than a transaction involving only Loan Parties) whereby all or substantially all of its undertaking, property and assets would become the property of any other person Person (herein called a "Successor"“successor company”) whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale sale, conveyance or otherwise (each a "Transaction") unlessotherwise, but may do so if: (i) the Majority Lenderssuccessor company shall execute, acting reasonably, are satisfied with the resulting creditworthiness of the Successor after the Transaction; (ii) prior to or contemporaneously with the consummation of such Transaction: (A) transaction such agreements together with such other instruments as are satisfactory to the Successor is Majority Lenders, acting reasonably, and in the opinion of counsel to the Agent, acting reasonably, necessary or will be (advisable to evidence the assumption by operation the successor company of law or otherwise) bound by or have assumed the indebtedness and other obligations of such Loan Party under this Agreement and the other Loan Documents and to observe and perform all the covenants and obligations of the Borrower or such Loan Party under this Agreement and the other Loan Documents to which it (unless the successor company is a party; andbound thereby by operation of law without the need for any such assumption agreement as confirmed by counsel for the Agent acting reasonably); (Bii) the Loan Documents to which it is a party will such transaction shall be valid and binding obligations of the Successor, enforceable against the Successor and entitling the Agent and the Lenders, upon such terms as against the Successor, to exercise all their rights under the Loan Documents to which it is a party; and provided that the Successor shall also execute and/or deliver to the Agent such documents (including assumption agreements and legal opinions of counsel to the Successor), if any, as may, in the reasonable opinion of the Agent, be necessary to effect or establish (A) and (B) above; (iii) the Successor is an entity governed by or created under the federal laws of Canada or the laws in force in a province of Canada, and in the case of the Borrower only, the Successor is a corporation; (iv) such Transaction shall not have a Material Adverse Effect; (v) such Transaction shall be on such terms and shall be carried out in such manner as to substantially preserve and not to impair any of the rights and powers of the Agent and the Lenders hereunder and under the other Loan Documents, as determined by either the board of directors or one or more of the chief executive officer, the chief financial officer or the general counsel of TCPL, acting reasonably and in good faith, in the case of a transaction wholly with or among, as applicable, TCPL and one or more of its wholly-owned Subsidiaries, and in any other Loan Documents case, as determined by the Majority Lenders and not counsel to affect adversely the potential liability of the Agent and the Lenders for any present or future taxesAgent, duties, assessments or charges of whatsoever nature imposed or levied by or on behalf of the Government of Canada or any province or political subdivision thereof or any authority or agency therein or thereof having power to impose or levy taxes, duties, assessments or chargeseach acting reasonably; (vi) such Transaction shall not result in the undertaking, property and assets of the Successor being subject to any Security Interests other than Permitted Encumbrances; and (viiiii) no Default or Event of Default or Default shall have occurred and be continuing immediately prior to such Transaction transaction or will occur as a result of such Transaction; transaction; (iv) the successor company is a corporation with limited liability and provided further thatincorporated under the federal laws of Canada, the laws of any province of Canada or the laws of any jurisdiction in the case United States or the successor company is a partnership or limited liability company established under the laws of a transaction involving only Loan Parties that would otherwise constitute a Transaction, the Borrower shall not and shall not permit any province of the Loan Parties to enter into such a transaction unless the conditions specified in subsections (ii)(A) and (B), (iii) and (vii) above are satisfied, and the Successor shall execute and/or deliver to the Agent such documents (including assumption agreements and legal opinions of counsel to the Successor), if any, as may, Canada or any jurisdiction in the reasonable opinion of United States; and (v) the Agentsuccessor company is lawfully entitled to acquire and operate the said undertaking, be necessary to effect or establish the matters set forth in subsection (ii)(A) property and (B) above;assets.