Common use of Restrictions on Amalgamation, Merger and Sale of Certain Assets, etc Clause in Contracts

Restrictions on Amalgamation, Merger and Sale of Certain Assets, etc. ‌ The Corporation shall not, in a single transaction or a series of related transactions, amalgamate or consolidate with or merge into any other Person, or permit any other Person to amalgamate or consolidate with or merge into the Corporation, or directly or indirectly transfer, sell, lease or otherwise dispose of all or substantially all of its property or assets to any Person, unless: (a) the Corporation shall be the surviving Person, or, if other than the Corporation, the Person (the "Successor") formed by such amalgamation or consolidation or into which the Corporation is merged or that acquires by disposition all or substantially all of the property of the Corporation shall be a validly existing corporation, partnership or other unincorporated organization or trust and shall expressly assume, by a supplemental indenture executed and delivered to the Indenture Trustee in form satisfactory to the Indenture Trustee based on the advice of Counsel, all of the Corporation's obligations under this Indenture, any supplemental indenture and the Debentures and, in the case of an entity organized otherwise than under the laws of the Province of Nova Scotia, shall attorn to the jurisdiction of the courts of the Province of Nova Scotia;‌‌ (b) such transaction, in the opinion of Counsel, shall be on such terms as to substantially preserve and not impair any of the rights and powers of the Indenture Trustee and the Debentureholders hereunder; and (c) immediately before and after giving effect to such transaction, no Event of Default shall have occurred and be continuing. For greater certainty, the foregoing provisions of Section 11.1 shall only apply if the Corporation amalgamates or consolidates with or merges into any other Person, or directly or indirectly transfers, sells, leases or otherwise disposes of all or substantially all of its property or assets to any Person, and shall not apply to any other transaction involving the Corporation.

Restrictions on Amalgamation, Merger and Sale of Certain Assets, etc. ‌ The Corporation shall not, in a single transaction or a series of related transactions, amalgamate or consolidate with or merge into any other Person, or permit any other Person to amalgamate or consolidate with or merge into the Corporation, or directly or indirectly transfer, sell, lease or otherwise dispose of all or substantially all of its property or assets to any Person, unless: (a) the Corporation shall be the surviving Person, or, if other than the Corporation, the Person (the "Successor") formed by such amalgamation or consolidation or into which the Corporation is merged or that acquires by disposition all or substantially all of the property of the Corporation shall be a validly existing corporation, partnership or other unincorporated organization or trust and shall expressly assume, by a supplemental indenture executed and delivered to the Indenture Trustee in form satisfactory to the Indenture Trustee based on the advice of Counsel, all of the Corporation's obligations under this Indenture, any supplemental indenture and the Debentures and, in the case of an entity organized otherwise than under the laws of the Province of Nova ScotiaBritish Columbia, shall attorn to the jurisdiction of the courts of the Province of Nova Scotia;‌‌British Columbia; (b) such transaction, in the opinion of Counsel, shall be on such terms as to substantially preserve and not impair any of the rights and powers of the Indenture Trustee and the Debentureholders hereunder; and (c) immediately before and after giving effect to such transaction, no Event of Default shall have occurred and be continuing. For greater certainty, the foregoing provisions of Section 11.1 10.1 shall only apply if the Corporation amalgamates or consolidates with or merges into any other Person, or directly or indirectly transfers, sells, leases or otherwise disposes of all or substantially all of its property or assets to any Person, and shall not apply to any other transaction involving the Corporation.

Restrictions on Amalgamation, Merger and Sale of Certain Assets, etc. ‌ The Corporation shall not, in a single transaction or a series of related transactions, amalgamate or consolidate with or merge into any other Person, or permit any other Person to amalgamate or consolidate with or merge into the Corporation, or directly or indirectly transfer, sell, lease or otherwise dispose of all or substantially all of its property or assets to any Person, unless: (a) the Corporation shall be the surviving Person, or, if other than the Corporation, the Person (the "“Successor"”) formed by such amalgamation or consolidation or into which the Corporation is merged or that acquires by disposition all or substantially all of the property of the Corporation shall be a validly existing corporation, partnership or other unincorporated organization or trust and shall expressly assume, by a supplemental indenture executed and delivered to the Indenture Trustee in form satisfactory to the Indenture Trustee based on the advice of Counsel, all of the Corporation's ’s obligations under this Indenture, any supplemental indenture and the Debentures and, in the case of an entity organized otherwise than under the laws of the Province of Nova ScotiaOntario, shall attorn to the jurisdiction of the courts of the Province of Nova Scotia;‌‌Ontario; (b) such transaction, in the opinion of Counsel, shall be on such terms as to substantially preserve and not impair any of the rights and powers of the Indenture Trustee and the Debentureholders hereunder; and (c) immediately before and after giving effect to such transaction, no Event of Default shall have occurred and be continuing. For greater certainty, the foregoing provisions of this Section 11.1 9.1 shall only apply if the Corporation amalgamates or consolidates with or merges into any other Person, or directly or indirectly transfers, sells, leases or otherwise disposes of all or substantially all of its property or assets to any Person, and shall not apply to any other transaction involving the Corporation.