TSX Matters Clause Samples

TSX Matters. 1.3.1 BPY has, as of the date hereof, obtained approval of the NYSE (the “NYSE Approval”) to list the BPY Units issuable upon exchange, redemption or maturity of the Series 4 Units (the “Underlying BPY Units”). BPY shall use its commercially reasonable efforts (including, if necessary, seeking any required unitholder approvals) to: 1.3.1.1 maintain the NYSE Approval through the Maturity Date of the Series 1 Units (the “Listing Date”) and, if BPY fails to maintain the NYSE Approval through the Listing Date, to re-obtain the NYSE Approval prior to the Listing Date; and 1.3.1.2 obtain, prior to the Listing Date, approval of the TSX (the “TSX Approval”), and any other stock exchange on which the BPY Units are listed on such date (any such stock exchange, an “Additional Exchange” and any such approval, an “Additional Exchange Approval”) to list the Underlying BPY Units. 1.3.2 Brookfield shall execute, deliver, file and otherwise assist BPY with filing all documentation required by the NYSE, the TSX or any Additional Exchange to ensure that BPY has the NYSE Approval, the TSX Approval and all required Additional Exchange Approvals, respectively, on the Listing Date. 1.3.3 If, despite compliance by the parties with their respective obligations under Section 1.3.1 and 1.3.2, BPY does not have the NYSE Approval, the TSX Approval and all required Additional Exchange Approvals on the Listing Date, the parties shall amend the terms of the Series 4 Units to provide that the Series 4 Units may not be exchanged or redeemed for BPY Units unless and until BPY has obtained the NYSE Approval, the TSX Approval, and all required Additional Exchange Approvals.