Common use of Actions in Connection with the Distribution Clause in Contracts

Actions in Connection with the Distribution. (a) SpinCo shall file such amendments and supplements to the SpinCo Form S-1 as Linn may reasonably request, and such amendments as may be necessary or appropriate in order to cause the SpinCo Form S-1 to become and remain effective as required by Law, including filing such amendments and supplements to the SpinCo Form S-1 as may be required by the Commission or federal, state or other applicable securities Laws. Promptly after receiving a request from Linn, to the extent requested, SpinCo shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Linn determines is necessary or desirable to effectuate the Distribution, and Linn and SpinCo shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. Linn and SpinCo shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the United States (and any comparable Laws under any foreign jurisdiction in connection with the Distribution). (b) SpinCo shall mail to the holders of Linn Common Stock, at such time on or prior to the Distribution Date as Linn shall determine, the SpinCo Prospectus, as well as any other information concerning SpinCo, its business, operations and management, the Separation and such other matters as Linn shall reasonably determine are necessary and as may be required by the Commission or federal, state or other applicable securities Laws. (c) SpinCo shall also cooperate with Linn in preparing, filing with the Commission and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the Separation or other transactions contemplated by this Agreement and the Ancillary Agreements. (d) SpinCo shall prepare and file, and shall use commercially reasonable efforts to have approved, an application for the quotation on the OTCQX Market of the SpinCo Common Stock to be distributed in the Distribution. (e) Nothing in this Section 4.2 shall be deemed, by itself, to shift Liability for any portion of the SpinCo Form S-1 or SpinCo Prospectus to Linn.

Actions in Connection with the Distribution. (a) SpinCo shall file such amendments and supplements to the SpinCo Form S-1 as Linn may reasonably request, and such amendments as may be necessary or appropriate in order to cause the SpinCo Form S-1 to become and remain effective as required by Law, including filing such amendments and supplements to the SpinCo Form S-1 as may be required by the Commission or federal, state or other applicable securities Laws. Promptly after receiving a request from Linn, to the extent requested, SpinCo shall prepare and, in accordance with applicable Law, file with the Commission SEC and cause to become effective the F-1, including amendments, supplements, exhibits and any such other documentation that Linn determines which is necessary or desirable to effectuate the Separation and the Distribution, and Linn ParentCo and SpinCo shall each use commercially reasonable best efforts to obtain all necessary approvals from the Commission SEC with respect thereto as soon as practicable. Linn . (b) In connection with the Distribution, ParentCo and SpinCo shall prepare and notify the Record Holders such information concerning SpinCo, the SpinCo Business, the SpinCo Assets, the SpinCo Liabilities, operations and management, the Distribution, the Separation and such other matters as ParentCo shall reasonably determine and as may be required by Law. (c) On or prior to the Distribution Date, ParentCo and SpinCo shall take all necessary actions so that, as of the Effective Time, the SpinCo Articles shall become the amended and restated memorandum and articles of association of SpinCo. (d) On or prior to the Distribution Date, ParentCo and SpinCo shall take all necessary corporate actions to effectuate and authorize the Distribution, the Separation and other related actions or transactions contemplated under this Agreement, the Deposit Agreement, or any of the Ancillary Agreement, including but not limited to the necessary board approvals and shareholders’ approvals, as applicable. (e) On or prior to the Distribution Date, ParentCo and SpinCo shall take all necessary actions so that as of the Effective Time: (i) the directors and executive officers of SpinCo shall be those set forth in the F-1, unless otherwise agreed by the Parties, and (ii) SpinCo shall have such other officers as the Board of Directors of SpinCo shall appoint. (f) SpinCo shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereto required to effect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements. (g) SpinCo shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereto required to effect the registration of ADSs in connection with the transactions contemplated by this Agreement and the Deposit Agreement, or any of the Ancillary Agreements. (h) ParentCo and SpinCo shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the states or other political subdivisions of the United States (and any comparable Laws under any or of other foreign jurisdiction jurisdictions in connection with the Distribution). (bi) ParentCo and SpinCo shall mail take all reasonable steps necessary and appropriate to cause the holders of Linn Common Stock, at such time on or prior conditions set forth in Section 3.4 to be satisfied and to effect the Distribution Date as Linn shall determine, on the SpinCo Prospectus, as well as any other information concerning SpinCo, its business, operations and management, the Separation and such other matters as Linn shall reasonably determine are necessary and as may be required by the Commission or federal, state or other applicable securities LawsDistribution Date. (c) SpinCo shall also cooperate with Linn in preparing, filing with the Commission and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the Separation or other transactions contemplated by this Agreement and the Ancillary Agreements. (dj) SpinCo shall prepare and file, and shall use commercially reasonable best efforts to have approvedapproved and made effective, an application for the quotation original listing on the OTCQX Market Exchange of the SpinCo Common Stock Distribution Shares to be distributed in the Distribution, subject to official notice of distribution. (ek) Nothing ParentCo shall give the Exchange not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act. (l) ParentCo and SpinCo shall take all actions necessary to cause, immediately prior to the Distribution, the number and class of SpinCo Distribution Shares issued and outstanding to be increased to equal the number of SpinCo Distribution Shares to be distributed to holders of ParentCo Shares in accordance with this Section 4.2 Agreement, and shall take all actions necessary to cause, immediately prior to the Distribution, the number of ADSs to be deposited with the Depositary in accordance with the Deposit Agreement. (m) ParentCo shall provide instruction to the Registrar regarding the Distribution. (n) SpinCo shall enter into the Deposit Agreement with the Depositary and provide instruction to the Depositary regarding the Distribution. (o) ParentCo and SpinCo shall take all actions as may be necessary to approve the grants of adjusted equity awards by ParentCo (in respect to the shares of ParentCo) and SpinCo (in respect to the shares of SpinCo) in connection with the Distribution. (p) The SpinCo Articles shall be deemedduly adopted. (q) The ordinary shares of SpinCo shall be reclassified as Class A Ordinary Shares and Class B Ordinary Shares. (r) On or prior to the Distribution Date, all the Ancillary Agreements shall be entered into by itself, to shift Liability for any portion the parties thereto. (s) The boards of directors of ParentCo and SpinCo shall be satisfied that each of ParentCo and SpinCo will be solvent and adequately capitalized immediately after the Distribution and ParentCo has sufficient surplus under the Laws of the Cayman Islands to distribute the SpinCo Form S-1 or SpinCo Prospectus to LinnDistribution Shares.

Actions in Connection with the Distribution. (a) SpinCo shall file such amendments and supplements to the SpinCo Form S-1 10 as Linn RemainCo may reasonably request, and such amendments as may be necessary or appropriate in order to cause the SpinCo Form S-1 same to become and remain effective as required by Law, including filing such amendments and supplements to the SpinCo Form S-1 10 as may be required by the Commission or federal, state or other applicable foreign securities Laws. SpinCo shall mail to the holders of RemainCo Common Stock, at such time on or prior to the Distribution Date as RemainCo shall determine, a notice of Internet availability of the SpinCo Information Statement, as well as any other information concerning SpinCo, its business, operations and management, the Plan of Separation and such other matters as RemainCo shall reasonably determine are necessary and as may be required by Law. Promptly after receiving a request from LinnRemainCo, to the extent requested, SpinCo shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Linn RemainCo determines is necessary or desirable to effectuate the Distribution, and Linn RemainCo and SpinCo shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. Linn and SpinCo shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the United States (and any comparable Laws under any foreign jurisdiction in connection with the Distribution). (b) SpinCo shall mail to the holders of Linn Common Stock, at such time on or prior to the Distribution Date as Linn shall determine, the SpinCo Prospectus, as well as any other information concerning SpinCo, its business, operations and management, the Separation and such other matters as Linn shall reasonably determine are necessary and as may be required by the Commission or federal, state or other applicable securities Laws. (c) SpinCo shall also cooperate with Linn RemainCo in preparing, filing with the Commission and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the Plan of Separation or other transactions contemplated by this Agreement and the Ancillary Agreements. (dc) Promptly after receiving a request from RemainCo, SpinCo shall prepare and file, and shall use commercially reasonable efforts to have approvedapproved and made effective, an application for the quotation on the OTCQX Market original listing of the SpinCo Common Stock to be distributed in the DistributionDistribution on the New York Stock Exchange, subject to official notice of distribution. (ed) Nothing in this Section 4.2 4.3 shall be deemed, by itself, to shift Liability for any portion of the SpinCo Form S-1 10 or SpinCo Prospectus Information Statement to LinnRemainCo.

Actions in Connection with the Distribution. (a) SpinCo shall file such amendments and supplements to the SpinCo Form S-1 as Linn may reasonably request, and such amendments as may be necessary or appropriate in order to cause the SpinCo Form S-1 to become and remain effective as required by Law, including filing such amendments and supplements to the SpinCo Form S-1 as may be required by the Commission or federal, state or other applicable securities Laws. Promptly after receiving a request from Linn, to the extent requested, SpinCo shall prepare and, in accordance with applicable Law, file with the Commission SEC and cause to become effective the Form 10, including amendments, supplements, exhibits and any such other documentation that Linn determines which is necessary or desirable to effectuate the Separation and the Distribution, and Linn ParentCo and SpinCo shall each use commercially reasonable best efforts to obtain all necessary approvals from the Commission SEC with respect thereto as soon as practicable. Linn . (b) In connection with the Distribution, ParentCo and SpinCo shall prepare and mail to the holders of ParentCo Common Stock such information concerning SpinCo, the SpinCo Business, the SpinCo Assets, the SpinCo Liabilities, operations and management, the Distribution, the Separation and such other matters as ParentCo shall reasonably determine and as may be required by Law. (c) SpinCo shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereto required to effect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements. (d) ParentCo and SpinCo shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the states or other political subdivisions of the United States (and any comparable Laws under any or of other foreign jurisdiction jurisdictions in connection with the Distribution). (be) ParentCo and SpinCo shall mail take all reasonable steps necessary and appropriate to cause the holders of Linn Common Stock, at such time on or prior conditions set forth in Section 3.3 to be satisfied and to effect the Distribution Date as Linn shall determine, on the SpinCo Prospectus, as well as any other information concerning SpinCo, its business, operations and management, the Separation and such other matters as Linn shall reasonably determine are necessary and as may be required by the Commission or federal, state or other applicable securities LawsDistribution Date. (c) SpinCo shall also cooperate with Linn in preparing, filing with the Commission and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the Separation or other transactions contemplated by this Agreement and the Ancillary Agreements. (df) SpinCo shall prepare and file, and shall use commercially reasonable best efforts to have approvedapproved and made effective, an application for the quotation original listing on the OTCQX Market Exchange of the SpinCo Common Stock Shares to be distributed in the Distribution, subject to official notice of distribution. (eg) Nothing in this Section 4.2 ParentCo shall be deemed, by itself, to shift Liability for any portion give the Exchange not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act. (h) ParentCo and SpinCo Form S-1 shall take all actions necessary to cause, immediately prior to the Distribution, the number of SpinCo Common Shares issued and outstanding to be increased to equal the number of SpinCo Common Shares to be distributed to holders of ParentCo Common Stock in accordance with this Agreement. (i) ParentCo and SpinCo shall cooperate to change the name, effective on or prior to the Distribution Date, of any entity that is part of (i) SpinCo Prospectus and any of its Affiliates so that the word “Theravance,” without “Biopharma” immediately following, is changed to Linn“Theravance Biopharma”, and (ii) ParentCo and its Affiliates so that the words “Theravance Biopharma” are changed to “Theravance” without “Biopharma” as part of any such name. The parties acknowledge and agree that the name of Theravance UK Limited will not be changed to “Theravance Biopharma UK Limited” or a comparable name prior to the Distribution Date, but SpinCo agrees to do so promptly following the Distribution Date.

Actions in Connection with the Distribution. (a) SpinCo shall file such amendments and supplements to the SpinCo Form S-1 as Linn may reasonably request, and such amendments as may be necessary or appropriate in order to cause the SpinCo Form S-1 to become and remain effective as required by Law, including filing such amendments and supplements to the SpinCo Form S-1 as may be required by the Commission or federal, state or other applicable securities Laws. Promptly after receiving a request from Linn, to the extent requested, SpinCo shall prepare and, in accordance with applicable Law, file with the Commission SEC and cause to become effective the Form 10, including amendments, supplements, exhibits and any such other documentation that Linn determines which is necessary or desirable to effectuate the Separation and the Distribution, and Linn ParentCo and SpinCo shall each use commercially reasonable best efforts to obtain all necessary approvals from the Commission SEC with respect thereto as soon as practicable. Linn . (b) In connection with the Distribution, ParentCo and SpinCo shall prepare and mail to the holders of ParentCo Common Stock such information concerning SpinCo, the SpinCo Business, the SpinCo Assets, the SpinCo Liabilities, operations and management, the Distribution, the Separation and such other matters as ParentCo shall reasonably determine and as may be required by Law. (c) SpinCo shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereto required to effect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements. (d) ParentCo and SpinCo shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the states or other political subdivisions of the United States (and any comparable Laws under any or of other foreign jurisdiction jurisdictions in connection with the Distribution). (be) ParentCo and SpinCo shall mail take all reasonable steps necessary and appropriate to cause the holders of Linn Common Stock, at such time on or prior conditions set forth in Section 3.3 to be satisfied and to effect the Distribution Date as Linn shall determine, on the SpinCo Prospectus, as well as any other information concerning SpinCo, its business, operations and management, the Separation and such other matters as Linn shall reasonably determine are necessary and as may be required by the Commission or federal, state or other applicable securities LawsDistribution Date. (c) SpinCo shall also cooperate with Linn in preparing, filing with the Commission and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the Separation or other transactions contemplated by this Agreement and the Ancillary Agreements. (df) SpinCo shall prepare and file, and shall use commercially reasonable best efforts to have approvedapproved and made effective, an application for the quotation original listing on the OTCQX Market Exchange of the SpinCo Common Stock Shares to be distributed in the Distribution, subject to official notice of distribution. (eg) Nothing in this Section 4.2 ParentCo shall be deemed, by itself, to shift Liability for any portion give the Exchange not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act. (h) ParentCo and SpinCo Form S-1 shall take all actions necessary to cause, immediately prior to the Distribution, the number of SpinCo Common Shares issued and outstanding to be increased to equal the number of SpinCo Common Shares to be distributed to holders of ParentCo Common Stock in accordance with this Agreement. (i) ParentCo and SpinCo shall cooperate to change the name, effective on or prior to the Distribution Date, of any entity that is part of (i) SpinCo Prospectus and any of its Affiliates so that the word “Theravance,” without “Biopharma” immediately following, is changed to Linn“Theravance Biopharma”, and (ii) ParentCo and its Affiliates so that the words “Theravance Biopharma” are changed to “Theravance” without “Biopharma” as part of any such name.