RE:RE:RE:this board room of cowerds dont anser there calls.
Consolidation, Mergers or Sales of Assets The Indenture will provide that the Fund may not without the consent of the holders of the debentures enter into any transaction or series of transactions whereby all or substantially all of its undertaking, property or assets would become the direct or indirect property of any other person (the “Successor”) whether by way of reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise, unless: • prior to or contemporaneously with the consummation of such transaction the Fund and the Successor shall have executed such instruments and done such things as are necessary or advisable to establish that upon the consummation of such transaction: • the Successor will have assumed all the covenants and obligations of the Fund under the Indenture in respect of the debentures; • the securities of the Successor to be issued upon the conversion, redemption or maturity of the debentures will be freely tradeable under applicable securities laws and listed on the TSX; • the Successor shall have reserved for issuance a sufficient number of securities to satisfy the Successor’s obligations to issue such securities under the Indenture; • the debentures will be valid and binding obligations of the Successor entitling the holders thereof, as against the Successor, to all the rights of debenture holders under the Indenture; and • in the case of an entity organized otherwise than under the laws of the Province of Ontario, the Successor shall attorn to the jurisdiction of the courts of the Province of Ontario; • 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 Debenture Trustee or of the holders of debentures; and • no condition or event shall exist as to the Fund (at the time of such transaction) or the Successor (immediately after such transaction) and after giving full effect thereto or immediately after the Successor shall become liable to pay the principal monies, premium, if any, interest and other monies due or which may become due hereunder, which constitutes or would constitute an Event of Default. Upon the assumption of the Fund’s obligations by such Successor in such circumstances, subject to certain exceptions, the Fund shall be discharged from all obligations under the debentures and the Indenture. An assumption of the Fund’s obligations under the debentures and the Indenture by such Successor might be deemed for Canadian federal income tax purposes to be an exchange of the debentures for new debentures by the holders thereof, resulting in recognition of gain or loss for such purposes and possibly other adverse tax consequences to the holders. Holders should consult their own tax advisors regarding the tax consequences of such an assumption.