Common use of Assignment by Trustee Clause in Contracts

Assignment by Trustee. This Agreement may not be assigned by Trustee without the prior written consent of Parent and ExchangeCo, not to be unreasonably withheld; provided, however, that this Agreement may be assigned by Trustee to an Affiliate (the “Assignee”) if (a) the Assignee executes, acknowledges and delivers to Parent and ExchangeCo a trust agreement of other instrument(s) supplemental hereto as provided in Article 11 to evidence the appointment of it as successor Trustee and the acceptance by it of such appointment and the assumption by it of all the duties and obligations of the predecessor Trustee hereunder without further amendment hereto, and (b) Parent and ExchangeCo are provided with a certificate of a senior officer of the Assignee in form satisfactory to them, acting reasonably, certifying that the Assignee is authorized to carry on the business of a trust company in each of the Provinces of Canada and is free of any material conflict of interest in its role as fiduciary under this Agreement and in its role in any other capacity.

Assignment by Trustee. This Agreement may not be assigned by the Trustee without the prior written consent of Parent and ExchangeCo, not to be unreasonably withheld; provided, however, that this Agreement may be assigned by the Trustee to an Affiliate (the “Assignee”) if (a) the Assignee executes, acknowledges and delivers to Parent and ExchangeCo a trust agreement of other instrument(s) supplemental hereto as provided in Article 11 to evidence the appointment of it as successor Trustee trustee and the acceptance by it of such appointment and the assumption by it of all the duties and obligations of the predecessor Trustee trustee hereunder without further amendment hereto, and (b) Parent and ExchangeCo are provided with a certificate of a senior officer of the Assignee in form satisfactory to them, acting reasonably, certifying that the Assignee is authorized to carry on the business of a trust company in each of the Provinces of Canada and is free of any material conflict of interest in its role as fiduciary under this Agreement and in its role in any other capacity.

Assignment by Trustee. This Agreement trust agreement may not be assigned by the Trustee without the prior written consent of Parent Holdings and ExchangeCoTHC, not to be unreasonably withheld; provided, however, that this Agreement trust agreement may be assigned by the Trustee to an Affiliate (the “Assignee”"ASSIGNEE") if (a) the Assignee executes, acknowledges and delivers to Parent Holdings and ExchangeCo THC a trust agreement of or other instrument(s) supplemental hereto as provided in Article 11 to evidence the appointment of it as successor Trustee trustee and the acceptance by it of such appointment and the assumption by it of all the duties and obligations of the predecessor Trustee trustee hereunder without further amendment hereto, and (b) Parent Holdings and ExchangeCo THC are provided with a certificate of a senior officer of the Assignee in form satisfactory to them, acting reasonably, certifying that the Assignee is authorized to carry on the business of a trust company in each of the Provinces of Canada and is free of any material conflict of interest in its role as fiduciary under this Agreement trust agreement and in its role in any other capacity.

Assignment by Trustee. This Agreement trust agreement may not be assigned by the Trustee without the prior written consent of Parent Shire and ExchangeCo, not to be unreasonably withheld; provided, however, that this Agreement trust agreement may be assigned by the Trustee to an Affiliate (the “Assignee”"ASSIGNEE") if (a) the Assignee executes, acknowledges and delivers to Parent Shire and ExchangeCo a trust agreement of or other instrument(s) supplemental hereto as provided in Article 11 to evidence the appointment of it as successor Trustee trustee and the acceptance by it of such appointment and the assumption by it of all the duties and obligations of the predecessor Trustee trustee hereunder without further amendment hereto, and (b) Parent Shire and ExchangeCo are provided with a certificate of a senior officer of the Assignee in form satisfactory to them, acting reasonably, certifying that the Assignee is authorized to carry on the business of a trust company in each of the Provinces of Canada and is free of any material conflict of interest in its role as fiduciary under this Agreement trust agreement and in its role in any other capacity.

Assignment by Trustee. This Agreement trust agreement may not be assigned by the Trustee without the prior written consent of Parent Shire and ExchangeCo, not to be unreasonably withheld; provided, however, that this Agreement trust agreement may be assigned by the Trustee to an Affiliate (the “"Assignee”") if (a) the Assignee executes, acknowledges and delivers to Parent Shire and ExchangeCo a trust agreement of or other instrument(s) supplemental hereto as provided in Article 11 to evidence the appointment of it as successor Trustee trustee and the acceptance by it of such appointment and the assumption by it of all the duties and obligations of the predecessor Trustee trustee hereunder without further amendment hereto, and (b) Parent Shire and ExchangeCo are provided with a certificate of a senior officer of the Assignee in form satisfactory to them, acting reasonably, certifying that the Assignee is authorized to carry on the business of a trust company in each of the Provinces of Canada and is free of any material conflict of interest in its role as fiduciary under this Agreement trust agreement and in its role in any other capacity.