Common use of Completion Obligations Clause in Contracts

Completion Obligations. 5.1 Subject to the satisfaction or waiver of the Conditions Precedent (except for any Condition Precedent which will be satisfied only upon Completion), Completion of this Agreement shall take place on 13 September 2021, or on such other date as Prudential and Xxxxxxx shall agree. 5.2 At Completion, the following business shall be transacted: (A) Prudential shall deliver to the Xxxxxxx Transfer Agent duly executed transfers of the Relevant Xxxxxxx Shares in favour of the Qualifying Prudential Shareholders; and (B) Xxxxxxx shall procure that, except for Relevant Xxxxxxx Shares in respect of which Qualifying Prudential Shareholders elected to exercise the Share Sale Option, the names of the Qualifying Prudential Shareholders or Cede & Co, for delivery in DTCC to the relevant Euroclear UK & Ireland DTC account delivery of CREST Depository Interests (“CDIs”) to CREST shareholders and relevant eligible holders who are to have their entitlement to Xxxxxxx shares held through Equiniti Corporate Nominees Limited in such form, to whom the Relevant Xxxxxxx Shares have been transferred are recorded in the register of stockholders of Xxxxxxx as the holders of such Relevant Xxxxxxx Shares. 5.3 Any amounts outstanding at Completion between any Prudential Group Company and any Xxxxxxx Group Company shall, to the extent not already settled (and unless otherwise agreed between Prudential and Xxxxxxx): (A) be settled by payment to the relevant Prudential Group Company or Xxxxxxx Group Company (as appropriate) in the normal course in accordance with this Agreement or any other pre-existing arrangements; or (B) in the case of amounts which relate to intra-group financing or similar arrangements, or in respect of which no payment terms have previously been agreed, be repaid or settled on or as soon as reasonably practicable after Completion or on such date as the parties may agree, and each of Prudential and Xxxxxxx agree to procure compliance by members of their respective Groups with the provisions of this clause 5. 5.4 Prudential undertakes with effect from Completion: (A) to hold the Relevant Xxxxxxx Shares upon trust for the Qualifying Prudential Shareholders as beneficial owners; (B) to account to the Qualifying Prudential Shareholders for any dividends, interest, bonuses, in specie or other distributions or payments of whatever nature paid or made to Prudential in respect of the Relevant Xxxxxxx Shares; (C) not to exercise any rights, powers or privileges attaching to the Relevant Xxxxxxx Shares or exercisable in the capacity of registered holder of the Relevant Xxxxxxx Shares without the prior written consent of the relevant Qualifying Prudential Shareholders; and (D) promptly on receipt to deliver to the Qualifying Prudential Shareholders any notice, letter or other document of any nature relating to the Relevant Xxxxxxx Shares which Prudential receives after the date of this Agreement. 5.5 The undertakings given in clause 5.4 above shall be irrevocable but shall automatically terminate on the date on which the Qualifying Prudential Shareholders are entered in the register of stockholders of Xxxxxxx as the holder of the Relevant Xxxxxxx Shares.

Completion Obligations. 5.1 Subject to Completion of this Agreement will take place immediately upon the satisfaction or waiver of the Conditions Precedent last of the conditions in Clause 2.1 (except for other than any Condition Precedent condition which will be satisfied only upon such Completion)) when, Completion subject to the fulfilment of this Agreement shall take place on 13 September 2021, or on such other date as Prudential and Xxxxxxx shall agree. 5.2 At Completionany conditions then unsatisfied, the following business shall be (or shall have been) transacted: (A) Prudential RB shall deliver to the Xxxxxxx Transfer Agent Indivior a duly executed transfers transfer of the Relevant Xxxxxxx RBP Global Shares in favour of Indivior, together with the Qualifying Prudential Shareholders; andrelevant share certificate(s); (B) Xxxxxxx Indivior shall procure that, except for Relevant Xxxxxxx Shares in respect of which Qualifying Prudential Shareholders elected to exercise the Share Sale Option, that the names of the Qualifying Prudential RB Shareholders or Cede & Co, for delivery in DTCC to the relevant Euroclear UK & Ireland DTC account delivery of CREST Depository Interests (“CDIs”) to CREST shareholders and relevant eligible holders who are to have their entitlement to Xxxxxxx shares held through Equiniti Corporate Nominees Limited in such form, to whom the Relevant Xxxxxxx Indivior Shares have been transferred are recorded allotted pursuant to this Agreement are entered in the register of stockholders members of Xxxxxxx Indivior as the holders of such Relevant Xxxxxxx Sharesthe Indivior Shares allotted to them; and (C) each of RB and Indivior shall deliver, or procure the delivery of, a duly executed counterpart of each of the Ancillary Agreements in the Agreed Form, with the exception of the FCP Lease. 5.3 5.2 Any amounts outstanding at Completion between any Prudential RB Group Company and any Xxxxxxx Indivior Group Company shall, to the extent not already settled (and unless otherwise agreed between Prudential RB and XxxxxxxIndivior): (A) be settled by payment to the relevant Prudential RB Group Company or Xxxxxxx Indivior Group Company (as appropriate) in the normal course in accordance with this Agreement Agreement, the Ancillary Agreements or the Ongoing Agreements or any other pre-existing arrangements; or (B) in the case of amounts which relate to intra-group financing or similar arrangements, arrangements or in respect of which no payment terms have previously been agreed, shall be repaid or settled on or as soon as reasonably practicable after Completion or on such date as the parties may agreefollowing Completion, and each of Prudential RB and Xxxxxxx Indivior agree to procure compliance by members of their respective Groups with the provisions of this clause 5Clause 5.2. 5.3 RB and Indivior shall procure that on or before Completion: (A) employees or non-executive directors of one Group who hold the office of director or secretary of a company in the Other Group shall have resigned from the company or companies in the Other Group and suitable persons employed by or identified as appropriate non-executive directors for the Other Group shall have been appointed in their place, save for Xxxxxx Xxxxxx, in respect of his being a director of RB and Indivior; and (B) employees of one Group who are authorised signatories on bank mandates for accounts of companies in the Other Group shall have signed, executed and delivered all such documents as are necessary to cancel their status as authorised signatories on such mandates and to ensure that suitable persons employed by the Other Group shall have been appointed as authorised signatories in their place. 5.4 Prudential To secure the interest of Indivior in the RBP Global Shares, RB irrevocably appoints Indivior, with effect from Completion, as RB’s attorney with authority on its behalf and in its name or otherwise in relation to the RBP Global Shares to exercise all rights, powers and privileges which are capable of exercise by RB in the capacity of registered holder of the RBP Global Shares and for such purpose to do all such acts and things and to execute all such deeds and other documents as Indivior shall consider necessary or desirable pending registration of the RBP Global Shares in the name of Indivior, in connection with any matter including, without limitation, all or any of the following: (A) receiving notice of, attending, participating in and directing the exercise of any voting rights attaching to the RBP Global Shares in any general meeting, class meeting of the shareholders of RBP Global or other meeting at which such voting rights are capable of being exercised, or signing any resolution or decision as the registered holder of the RBP Global Shares; (B) approving, completing or otherwise signing or executing and returning any requisition of any meeting, consent to short notice or proxy form, written resolution, agreement of the members of RBP Global or other document capable of being validly signed or executed by the registered holder of the RBP Global Shares; (C) dealing with and giving directions as to any monies, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the RBP Global Shares or received in connection with the RBP Global Shares from RBP Global (including, but not limited to, altering the registered address relating to the RBP Global Shares and agreeing terms with RBP Global for receiving any such thing by means of electronic communications; (D) selling, transferring, exchanging or otherwise disposing of the RBP Global Shares or any interest in it; (E) agreeing to any compromise or arrangement affecting the RBP Global Shares and/or using any lawful means to safeguard any interest and/or enforce any right of the registered holder of the RBP Global Shares; and (F) otherwise endorsing, signing, executing, delivering and doing all agreements, deeds, receipts, dividend and interest warrants, cheques, releases, discharges, instruments and all other documents, deeds and acts whatsoever in the name of RB insofar as may be done in that capacity, in each case as Indivior in its absolute discretion sees fit. 5.5 Any document to be signed or executed under this authority may be signed or otherwise executed by Indivior in RB’s name or (at Indivior’s option) in Indivior’s name on behalf of RB. 5.6 RB undertakes with effect from Completion: (A) to hold the Relevant Xxxxxxx RBP Global Shares upon trust for the Qualifying Prudential Shareholders Indivior as beneficial ownersowner; (B) to account to the Qualifying Prudential Shareholders Indivior for any all dividends, interest, bonuses, in specie or other distributions or payments of whatever nature paid or made to Prudential RB in respect of the Relevant Xxxxxxx RBP Global Shares; (C) not to exercise any rights, powers or privileges attaching to the Relevant Xxxxxxx RBP Global Shares or exercisable in the capacity of registered holder of the Relevant Xxxxxxx RBP Global Shares or conferred on Indivior by this Agreement without the Indivior’s prior written consent of the relevant Qualifying Prudential Shareholdersconsent; and (D) promptly on receipt to deliver to the Qualifying Prudential Shareholders Indivior any notice, letter or other document of any nature whatsoever relating to the Relevant Xxxxxxx RBP Global Shares which Prudential RB receives after the date of this Agreement. 5.5 5.7 Subject to Clause 5.8 below, Indivior undertakes fully to indemnify RB and hold it harmless against all liabilities, Costs, claims, actions, charges and expenses (if any) arising out of or in consequence of the proper or purported exercise of any power under the power of attorney constituted by Clause 5.4. 5.8 The undertakings indemnity contained in Clause 5.7 shall not apply to any liabilities, Costs, claims, actions, charges or expenses which would not have been incurred but for the negligence or wilful default of RB. 5.9 The power of attorney constituted by Clause 5.4 and the undertaking given in clause 5.4 Clause 5.6 above shall be irrevocable but shall terminate automatically terminate on the date on which the Qualifying Prudential Shareholders are Indivior or its nominee is entered in the register of stockholders members of Xxxxxxx RBP Global as the holder of the Relevant Xxxxxxx RBP Global Shares.

Completion Obligations. 5.1 Subject to the satisfaction or waiver of the Conditions Precedent (except for any Condition Precedent which will be satisfied only upon Completion), Completion of this Agreement shall take place on 13 September [ ] 2021, or on such other date as Prudential and Xxxxxxx shall agree. 5.2 At Completion, the following business shall be transacted: (A) Prudential shall deliver to the Xxxxxxx Transfer Agent duly executed transfers of the Relevant Xxxxxxx Shares in favour of the Qualifying Prudential Shareholders; and (B) Xxxxxxx shall procure that, except for Relevant Xxxxxxx Shares in respect of which Qualifying Prudential Shareholders elected to exercise the Share Sale Option, the names of the Qualifying Prudential Shareholders or Cede & Co, for delivery in DTCC to the relevant Euroclear UK & Ireland DTC account delivery of CREST Depository Interests (“CDIs”) to CREST shareholders and relevant eligible holders who are to have their entitlement to Xxxxxxx shares held through Equiniti Corporate Nominees Limited in such form, to whom the Relevant Xxxxxxx Shares have been transferred are recorded in the register of stockholders of Xxxxxxx as the holders of such Relevant Xxxxxxx Shares. 5.3 Any amounts outstanding at Completion between any Prudential Group Company and any Xxxxxxx Group Company shall, to the extent not already settled (and unless otherwise agreed between Prudential and Xxxxxxx): (A) be settled by payment to the relevant Prudential Group Company or Xxxxxxx Group Company (as appropriate) in the normal course in accordance with this Agreement or any other pre-existing arrangements; or (B) in the case of amounts which relate to intra-group financing or similar arrangements, or in respect of which no payment terms have previously been agreed, be repaid or settled on or as soon as reasonably practicable after Completion or on such date as the parties may agree, and each of Prudential and Xxxxxxx agree to procure compliance by members of their respective Groups with the provisions of this clause 5. 5.4 Prudential undertakes with effect from Completion: (A) to hold the Relevant Xxxxxxx Shares upon trust for the Qualifying Prudential Shareholders as beneficial owners; (B) to account to the Qualifying Prudential Shareholders for any dividends, interest, bonuses, in specie or other distributions or payments of whatever nature paid or made to Prudential in respect of the Relevant Xxxxxxx Shares; (C) not to exercise any rights, powers or privileges attaching to the Relevant Xxxxxxx Shares or exercisable in the capacity of registered holder of the Relevant Xxxxxxx Shares without the prior written consent of the relevant Qualifying Prudential Shareholders; and (D) promptly on receipt to deliver to the Qualifying Prudential Shareholders any notice, letter or other document of any nature relating to the Relevant Xxxxxxx Shares which Prudential receives after the date of this Agreement. 5.5 The undertakings given in clause 5.4 above shall be irrevocable but shall automatically terminate on the date on which the Qualifying Prudential Shareholders are entered in the register of stockholders of Xxxxxxx as the holder of the Relevant Xxxxxxx Shares.

Completion Obligations. 5.1 Subject to 5.1. Completion of this Agreement will take place immediately upon the satisfaction or waiver of each of the Conditions Precedent in clause 2.1 (except for other than any Condition Precedent which will be satisfied only upon such Completion), Completion of this Agreement shall take place on 13 September 2021, or on such other date as Prudential and Xxxxxxx shall agree. 5.2 At Completion, ) when the following business shall be (or shall have been) transacted: (A) Prudential 5.1.1. Elan shall deliver to the Xxxxxxx Transfer Agent Prothena a duly executed transfers stock transfer form in respect of the Relevant Xxxxxxx Transfer Shares in favour of Prothena, together with the Qualifying Prudential Shareholders; and (B) Xxxxxxx relevant share certificates and Prothena shall procure that, except for Relevant Xxxxxxx Shares in respect of which Qualifying Prudential Shareholders elected to exercise the Share Sale Option, the names connection with and as part of the Qualifying Prudential Shareholders or Cede & Cobusiness conducted at Completion, for delivery in DTCC to the relevant Euroclear UK & Ireland DTC account delivery of CREST Depository Interests (“CDIs”) to CREST shareholders and relevant eligible holders who are to have their entitlement to Xxxxxxx shares held through Equiniti Corporate Nominees Limited in such form, to whom the Relevant Xxxxxxx Shares have been transferred are procure that Prothena is recorded in the register of stockholders members of Xxxxxxx Neotope Biosciences as the holders holder of such Relevant Xxxxxxx the Transfer Shares; 5.1.2. Prothena shall procure that the relevant entries are made in its register of members to reflect the allotment of the Demerger Shares to the Qualifying Elan Shareholders; and 5.1.3. each Party shall deliver, or procure the delivery of a duly executed counterpart of each of the Ancillary Agreements. 5.3 5.2. Any amounts outstanding at Completion between any Prudential Elan Group Company and any Xxxxxxx Prothena Group Company shall, to the extent not already settled (and unless otherwise agreed between Prudential and Xxxxxxx): (Athe Parties) be settled by payment to the relevant Prudential Elan Group Company or Xxxxxxx Prothena Group Company (as appropriate) in the normal course course, in accordance with this Agreement or any other pre-existing arrangements; orthe applicable terms of the relevant agreement. (B) in 5.3. The Parties shall procure that, to the case of amounts which relate to intra-group financing or similar arrangements, or in respect of which no payment terms have previously extent the same has not been agreed, be repaid or settled effected on or as soon as reasonably practicable after Completion or on such date as the parties may agreeprior to Completion, and each of Prudential and Xxxxxxx agree to procure compliance by members any of their respective Groups with subsidiaries, the provisions shares of this clause 5. 5.4 Prudential undertakes with effect from Completion: (A) to hold the Relevant Xxxxxxx Shares upon trust for the Qualifying Prudential Shareholders which have been transferred as beneficial owners; (B) to account to the Qualifying Prudential Shareholders for any dividends, interest, bonuses, in specie or other distributions or payments of whatever nature paid or made to Prudential in respect part of the Relevant Xxxxxxx Shares; Pre-Demerger Restructuring, shall (C) not to exercise any rightsif applicable), powers or privileges attaching to upon either the Relevant Xxxxxxx Shares or exercisable in the capacity of registered holder of the Relevant Xxxxxxx Shares without the prior written consent stamping of the relevant Qualifying Prudential Shareholders; and (D) promptly on receipt to deliver to transfers with the Qualifying Prudential Shareholders any noticerelevant duty or claiming a relevant relief from stamp duty, letter or other document register the transferee of any nature relating to the Relevant Xxxxxxx Shares which Prudential receives after relevant shares as the date of this Agreement. 5.5 The undertakings given in clause 5.4 above shall be irrevocable but shall automatically terminate on the date on which the Qualifying Prudential Shareholders are entered holder thereof in the register of stockholders of Xxxxxxx as the holder members of the Relevant Xxxxxxx Sharesrelevant company.

Completion Obligations. 5.1 Subject Completion of this Agreement will take place at 10.00 a.m. on the first Sunday after Demerger completion (which, for the avoidance of doubt, is prior to the satisfaction or waiver of time at which Admission is expected to occur), provided that the Conditions Precedent (except for any Condition Precedent which will be has been satisfied only upon Completion)by such time, or at such other time as agreed by the Parties, provided that in all cases, Completion of this Agreement shall will take place on 13 September 2021, or on such other date as Prudential and Xxxxxxx shall agreeprior to Admission. 5.2 At Completion, the following business shall be transacted: (A) Prudential Pfizer shall deliver to procure that Haleon is substituted for the Xxxxxxx Transfer Agent duly executed transfers Pfizer Group PFCHHL Transferor as the PFCHHL Member for all purposes under the PFCHHL LLC Agreement in respect of the Relevant Xxxxxxx Shares in favour of the Qualifying Prudential ShareholdersPFCHHL Interests to be transferred to Haleon pursuant to clause 4.1; and (B) Xxxxxxx Haleon shall procure that the Pfizer Group PFCHHL Transferor and the Depositary are entered into the Haleon register of members (in the case of the Haleon NVPS, prior to the NVPS Sale) in respect of the Pfizer Haleon Exchange Shares to be allotted and issued to each of them pursuant to clause 4.4. 5.3 Pfizer and Haleon shall procure that, except for Relevant Xxxxxxx Shares in respect of which Qualifying Prudential Shareholders elected to exercise the Share Sale Option, the names of the Qualifying Prudential Shareholders or Cede & Co, for delivery in DTCC to the relevant Euroclear UK & Ireland DTC account delivery of CREST Depository Interests (“CDIs”) to CREST shareholders and relevant eligible holders who are to have their entitlement to Xxxxxxx shares held through Equiniti Corporate Nominees Limited in such form, to whom the Relevant Xxxxxxx Shares have been transferred are recorded in the register of stockholders of Xxxxxxx as the holders of such Relevant Xxxxxxx Shares. 5.3 Any amounts outstanding at Completion between any Prudential Group Company and any Xxxxxxx Group Company shall, to the extent not already settled (and unless otherwise agreed between Prudential and Xxxxxxx): (A) be settled by payment to the relevant Prudential Group Company or Xxxxxxx Group Company (as appropriate) in the normal course in accordance with this Agreement or any other pre-existing arrangements; or (B) in the case of amounts which relate to intra-group financing or similar arrangements, or in respect of which no payment terms have previously been agreed, be repaid or settled on or as soon as reasonably practicable after Completion or on such date as the parties may agree, and each of Prudential and Xxxxxxx agree to procure compliance by members of their respective Groups with the provisions of this clause 5. 5.4 Prudential undertakes with effect from before Completion: (A) to with the exception of the Representative Directors (as defined in the Pfizer Relationship Agreement) nominated by Pfizer, employees or non-executive directors of the Consumer Healthcare Group or the Pfizer Group who hold the Relevant Xxxxxxx Shares upon trust office of director or secretary of a company in the Other Group shall have resigned from the company or companies in the Other Group and suitable persons employed by or identified as appropriate non-executive directors for the Qualifying Prudential Shareholders as beneficial owners;Other Group shall have been appointed in their place; and (B) to account to the Qualifying Prudential Shareholders for any dividends, interest, bonuses, in specie or other distributions or payments of whatever nature paid or made to Prudential in respect employees of the Relevant Xxxxxxx Shares; (C) not to exercise any rights, powers Consumer Healthcare Group or privileges attaching to the Relevant Xxxxxxx Shares or exercisable Pfizer Group who are authorised signatories on bank mandates for accounts of companies in the capacity of registered holder of Other Group shall have signed, executed and delivered all such documents as are necessary to cancel their status as authorised signatories on such mandates and to ensure that suitable persons employed by the Relevant Xxxxxxx Shares without the prior written consent of the relevant Qualifying Prudential Shareholders; and (D) promptly on receipt to deliver to the Qualifying Prudential Shareholders any notice, letter or other document of any nature relating to the Relevant Xxxxxxx Shares which Prudential receives after the date of this AgreementOther Group shall have been appointed as authorised signatories in their place. 5.5 The undertakings given in clause 5.4 above shall be irrevocable but shall automatically terminate on the date on which the Qualifying Prudential Shareholders are entered in the register of stockholders of Xxxxxxx as the holder of the Relevant Xxxxxxx Shares.

Completion Obligations. 5.1 Subject Completion of this Agreement will take place at 10.00 a.m. on the first Sunday after Demerger Completion (which, for the avoidance of doubt, is prior to the satisfaction or waiver of time at which Admission is expected to occur), provided that the Conditions Precedent (except for any Condition Precedent which will be has been satisfied only upon Completion)by such time, or at such other time as agreed by the Parties, provided that in all cases, Completion of this Agreement shall will take place on 13 September 2021, or on such other date as Prudential and Xxxxxxx shall agreeprior to Admission. 5.2 At Completion, the following business shall be transacted: (A) Prudential each of the SLPs shall deliver to the Xxxxxxx Transfer Agent Haleon a duly executed transfers transfer of the Relevant Xxxxxxx C Shares that such SLP is transferring in favour of Haleon, together with the Qualifying Prudential Shareholdersrelevant share certificate(s); and (B) Xxxxxxx Haleon shall procure that, except for Relevant Xxxxxxx Shares that each of the SLPs is entered into the Haleon register of members in respect of which Qualifying Prudential Shareholders elected to exercise the Share Sale Option, the names of the Qualifying Prudential Shareholders or Cede & Co, for delivery in DTCC to the relevant Euroclear UK & Ireland DTC account delivery of CREST Depository Interests (“CDIs”) SLP Haleon Exchange Shares to CREST shareholders be allotted and relevant eligible holders who are issued to have their entitlement such SLP pursuant to Xxxxxxx shares held through Equiniti Corporate Nominees Limited in such form, to whom the Relevant Xxxxxxx Shares have been transferred are recorded in the register of stockholders of Xxxxxxx as the holders of such Relevant Xxxxxxx Sharesclause 4.3. 5.3 Any amounts outstanding at Completion between any Prudential Group Company To secure the interest of Haleon in the C Shares, each of the SLPs irrevocably appoints Haleon, with effect from Completion, as the attorney of such SLP with authority on its behalf and any Xxxxxxx Group Company shall, in its name or otherwise in relation to the extent not already settled (C Shares held by such SLP to exercise all rights, powers and unless otherwise agreed between Prudential privileges which are capable of exercise by such SLP in the capacity of registered holder of the relevant C Shares and Xxxxxxx):for such purpose to do all such acts and things and to execute all such deeds and other documents as Haleon shall consider necessary or desirable pending registration of the relevant C Shares in the name of Haleon, in connection with any matter including, without limitation, all or any of the following: (A) be settled by payment receiving notice of, attending, participating in and directing the exercise of any voting rights attaching to the relevant Prudential Group Company C Shares in any general meeting, class meeting of the shareholders of GSKCHHL or Xxxxxxx Group Company (other meeting at which such voting rights are capable of being exercised, or signing any resolution or decision as appropriate) in the normal course in accordance with this Agreement or any other pre-existing arrangements; orregistered holder of the relevant C Shares; (B) approving, completing or otherwise signing or executing and returning any requisition of any meeting, consent to short notice or proxy form, written resolution, agreement of the members of GSKCHHL or other document capable of being validly signed or executed by the registered holder of the relevant C Shares; (C) dealing with and giving directions as to any monies, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the relevant C Shares or received in connection with the relevant C Shares from GSKCHHL (including, but not limited to, altering the registered address relating to the relevant C Shares and agreeing terms with GSKCHHL for receiving any such thing by means of electronic communications); (D) selling, transferring, exchanging or otherwise disposing of the relevant C Shares or any interest in any of them; (E) agreeing to any compromise or arrangement affecting the relevant C Shares and/or using any lawful means to safeguard any interest and/or enforce any right of the registered holder of the relevant C Shares; and (F) otherwise endorsing, signing, executing, delivering and doing all agreements, deeds, receipts, dividend and interest warrants, cheques, releases, discharges, instruments and all other documents, deeds and acts whatsoever in the case name of amounts which relate to intra-group financing or similar arrangementssuch SLP insofar as may be done in that capacity, or in respect of which no payment terms have previously been agreedeach case, be repaid or settled on or as soon as reasonably practicable after Completion or on such date as the parties may agree, and each of Prudential and Xxxxxxx agree to procure compliance by members of their respective Groups with the provisions of this clause 5Haleon in its absolute discretion sees fit. 5.4 Prudential Any document to be signed or executed under the authority granted pursuant to clause 5.3 may be signed or otherwise executed by Haleon in the name of the relevant SLP or (at Haleon’s option) in Haleon’s name on behalf of the relevant SLP. 5.5 Each of the SLPs undertakes with effect from Completion: (A) to hold the Relevant Xxxxxxx C Shares held by it as registered holder upon trust for the Qualifying Prudential Shareholders Haleon as beneficial ownersowner; (B) to account to the Qualifying Prudential Shareholders Haleon for any all dividends, interest, bonuses, in specie or other distributions or payments of whatever nature paid or made to Prudential Haleon in respect of the Relevant Xxxxxxx Sharesrelevant C Shares in respect of the period following Completion; (C) not to exercise any rights, powers or privileges attaching to the Relevant Xxxxxxx relevant C Shares or exercisable in the capacity of registered holder of the Relevant Xxxxxxx relevant C Shares or conferred on Haleon by this Agreement without the Haleon’s prior written consent of the relevant Qualifying Prudential Shareholdersconsent; and (D) promptly on receipt to deliver to the Qualifying Prudential Shareholders Haleon any notice, letter or other document of any nature whatsoever relating to the Relevant Xxxxxxx relevant C Shares which Prudential such SLP receives after the date of this Agreement. 5.5 5.6 Subject to clause 5.7 below, Haleon undertakes fully to indemnify each of the SLPs and hold each of them harmless against all liabilities, Costs, claims, actions, charges and expenses (if any) arising out of or in consequence of the proper or purported exercise of any power under the power of attorney constituted by clause 5.3. 5.7 The indemnity in clause 5.6 shall not apply to any liabilities, Costs, claims, actions, charges or expenses which would not have been incurred but for the negligence or wilful default of the SLP indemnified thereby. 5.8 The powers of attorney constituted by clause 5.3 and the undertakings given in clause 5.4 above 5.5 shall be irrevocable but shall each terminate automatically terminate on the date on which the Qualifying Prudential Shareholders are Haleon is entered in the register of stockholders members of Xxxxxxx GSKCHHL as the holder of the Relevant Xxxxxxx relevant C Shares.

Completion Obligations. 5.1 Subject 4.1 M and B Liabilities, Shared Liabilities and Sub-Let Leases Shortfall 4.1.1 M and B as seller of the Six Continents Shares under this Agreement, shall indemnify and agrees to keep indemnified IHG as purchaser of the Six Continents Shares under this Agreement against any Liability of IHG or any other member of IHG’s Group which is a Shared Liability to the satisfaction or waiver extent of 50 per cent. of such Liability only. 4.1.2 M and B as seller of the Conditions Precedent (except for Six Continents Shares under this Agreement, shall indemnify and agrees to keep indemnified IHG as purchaser of the Six Continents Shares under this Agreement against any Condition Precedent Liability of IHG or any other member of IHG’s Group which will be satisfied only upon Completion), Completion is a M and B Liability. 4.1.3 The provisions of Schedule 2 shall apply to any claim under this Clause 4.1. 4.1.4 The provisions of this Agreement shall take place on 13 September 2021, or on such other date as Prudential Clause 4.1 and Xxxxxxx shall agree4.2 are conditional upon the M and B Reduction becoming effective. 5.2 At Completion, 4.1.5 No obligations shall arise under this Clause 4.1 [or under Schedule 4] in respect of any Liability to the following business extent that the matter giving rise to such Liability has been satisfied or settled prior to the M and B Reduction becoming effective. 4.1.6 Amounts paid under this Clause 4.1 shall be transacted:subject to repayment under Clause 7. 4.1.7 M and B shall not be liable to IHG under (Ax) Prudential shall deliver of the definition of Shared Liability in this Agreement to the Xxxxxxx Transfer Agent duly executed transfers of extent that the Relevant Xxxxxxx Shares in favour of the Qualifying Prudential Shareholders; and (B) Xxxxxxx shall procure that, except for Relevant Xxxxxxx Shares Liability relates to any matter in respect of which Qualifying Prudential Shareholders elected to exercise the Share Sale Option, the names of the Qualifying Prudential Shareholders or Cede & Co, for delivery in DTCC Six Continents has a Liability pursuant to the relevant Euroclear UK & Ireland DTC account delivery Reorganisation Agreement. M and B agrees that it shall not make any claim under (ii) the definition of CREST Depository Interests (“CDIs”) to CREST shareholders and relevant eligible holders who are to have their entitlement to Xxxxxxx shares held through Equiniti Corporate Nominees Limited in such form, to whom the Relevant Xxxxxxx Shares have been transferred are recorded Shared Liability in the register of stockholders of Xxxxxxx as the holders of such Relevant Xxxxxxx Shares. 5.3 Any amounts outstanding at Completion between any Prudential Group Company and any Xxxxxxx Group Company shall, Reorganisation Agreement to the extent not already settled (and unless otherwise agreed between Prudential and Xxxxxxx): (A) be settled by payment that such claim relates to the relevant Prudential Group Company or Xxxxxxx Group Company (as appropriate) in the normal course in accordance with this Agreement or any other pre-existing arrangements; or (B) in the case of amounts which relate to intra-group financing or similar arrangements, or matter in respect of which no payment terms have previously been agreed, be repaid or settled on or as soon as reasonably practicable after Completion or on such date as the parties may agree, M and each of Prudential and Xxxxxxx agree to procure compliance by members of their respective Groups with the provisions of B has a Liability under this clause 5Agreement. 5.4 Prudential undertakes with effect from Completion: 4.1.8 If the sub-tenant under a Sub-Let Lease either (Ai) terminates that Sub-Let Lease; (ii) vacates the premises to hold which such Sub-Let Lease relates; or (iii) ceases to make payment by reason of default or otherwise, in any such circumstances where the Relevant Xxxxxxx Shares upon trust sub-tenant does not pay the full amount of rent which would have been payable for the Qualifying Prudential Shareholders remainder of the Sub-Let Lease had the Sub-Let Lease continued until its stated expiry date, then M and B shall pay to IHG (as beneficial owners; (Btrustee for Six Continents) to account to 50 per cent of the Qualifying Prudential Shareholders for any dividends, interest, bonuses, in specie or other distributions or payments difference between the shortfall and the amount of whatever nature paid or made to Prudential rent received by Six Continents in respect of the Relevant Xxxxxxx Shares; (C) not to exercise any rights, powers or privileges attaching to the Relevant Xxxxxxx Shares or exercisable in the capacity of registered holder of the Relevant Xxxxxxx Shares without the prior written consent of same period from the relevant Qualifying Prudential Shareholders; and (D) promptly on receipt to deliver to the Qualifying Prudential Shareholders any noticesub-tenant. [Deal with other receipts: Premiums, letter or other document of any nature relating to the Relevant Xxxxxxx Shares which Prudential receives after the date of this Agreement. 5.5 The undertakings given in clause 5.4 above shall varying rentals etc]. [Note: To be irrevocable but shall automatically terminate on the date on which the Qualifying Prudential Shareholders are entered in the register of stockholders of Xxxxxxx as the holder of the Relevant Xxxxxxx Shares.discussed and amended]

Completion Obligations. 5.1 Subject Completion of this Agreement will take place at [•] a.m./p.m. on Sunday [•] 2022 (which, for the avoidance of doubt, is shortly following the time at which Demerger Completion is expected to occur and prior to the satisfaction or waiver of time at which Admission is expected to occur), provided that the Conditions Precedent (except for any Condition Precedent which will be has been satisfied only upon Completion)by such time, or at such other time as agreed by the Parties, provided that in all cases, Completion of this Agreement shall will take place on 13 September 2021, or on such other date as Prudential following Demerger Completion and Xxxxxxx shall agreeprior to Admission. 5.2 At Completion, the following business shall be transacted: (A) Prudential Pfizer shall deliver to procure that Haleon is substituted for Pfizer as the Xxxxxxx Transfer Agent duly executed transfers PFCHHL Member for all purposes under the PFCHHL LLC Agreement in respect of the Relevant Xxxxxxx Shares in favour of the Qualifying Prudential ShareholdersPFCHHL Interests to be transferred to Haleon pursuant to clause 4.1; and (B) Xxxxxxx Haleon shall procure that Pfizer is entered into the Haleon register of members (in the case of the Haleon NVPS, prior to the NVPS Sale) in respect of the Pfizer Haleon Exchange Shares to be allotted and issued to Pfizer pursuant to clause 4.4. 5.3 Pfizer and Haleon shall procure that, except for Relevant Xxxxxxx Shares in respect of which Qualifying Prudential Shareholders elected to exercise the Share Sale Option, the names of the Qualifying Prudential Shareholders or Cede & Co, for delivery in DTCC to the relevant Euroclear UK & Ireland DTC account delivery of CREST Depository Interests (“CDIs”) to CREST shareholders and relevant eligible holders who are to have their entitlement to Xxxxxxx shares held through Equiniti Corporate Nominees Limited in such form, to whom the Relevant Xxxxxxx Shares have been transferred are recorded in the register of stockholders of Xxxxxxx as the holders of such Relevant Xxxxxxx Shares. 5.3 Any amounts outstanding at Completion between any Prudential Group Company and any Xxxxxxx Group Company shall, to the extent not already settled (and unless otherwise agreed between Prudential and Xxxxxxx): (A) be settled by payment to the relevant Prudential Group Company or Xxxxxxx Group Company (as appropriate) in the normal course in accordance with this Agreement or any other pre-existing arrangements; or (B) in the case of amounts which relate to intra-group financing or similar arrangements, or in respect of which no payment terms have previously been agreed, be repaid or settled on or as soon as reasonably practicable after Completion or on such date as the parties may agree, and each of Prudential and Xxxxxxx agree to procure compliance by members of their respective Groups with the provisions of this clause 5. 5.4 Prudential undertakes with effect from before Completion: (A) to [with the exception of [•]], employees or non-executive directors of the Consumer Healthcare Group or the Pfizer Group who hold the Relevant Xxxxxxx Shares upon trust office of director or secretary of a company in the Other Group shall have resigned from the company or companies in the Other Group and suitable persons employed by or identified as appropriate non-executive directors for the Qualifying Prudential Shareholders as beneficial owners;Other Group shall have been appointed in their place; and (B) to account to [with the Qualifying Prudential Shareholders for any dividendsexception of [•]], interest, bonuses, in specie or other distributions or payments of whatever nature paid or made to Prudential in respect employees of the Relevant Xxxxxxx Shares; (C) not to exercise any rights, powers Consumer Healthcare Group or privileges attaching to the Relevant Xxxxxxx Shares or exercisable Pfizer Group who are authorised signatories on bank mandates for accounts of companies in the capacity of registered holder of Other Group shall have signed, executed and delivered all such documents as are necessary to cancel their status as authorised signatories on such mandates and to ensure that suitable persons employed by the Relevant Xxxxxxx Shares without the prior written consent of the relevant Qualifying Prudential Shareholders; and (D) promptly on receipt to deliver to the Qualifying Prudential Shareholders any notice, letter or other document of any nature relating to the Relevant Xxxxxxx Shares which Prudential receives after the date of this AgreementOther Group shall have been appointed as authorised signatories in their place. 5.5 The undertakings given in clause 5.4 above shall be irrevocable but shall automatically terminate on the date on which the Qualifying Prudential Shareholders are entered in the register of stockholders of Xxxxxxx as the holder of the Relevant Xxxxxxx Shares.

Completion Obligations. 5.1 Subject to the satisfaction or waiver of the Conditions Precedent (except for any Condition Precedent which will be satisfied only upon Completion), Completion of this Agreement shall take place on 13 September 26 May 2021, or on such other date as Prudential and Xxxxxxx shall agree. 5.2 At Completion, the following business shall be transacted: (A) Prudential shall deliver to the Xxxxxxx Transfer Agent duly executed transfers of the Relevant Xxxxxxx Shares in favour of the Qualifying Prudential Shareholders; and (B) Xxxxxxx shall procure that, except for Relevant Xxxxxxx Shares in respect of which Qualifying Prudential Shareholders elected to exercise the Share Sale Option, the names of the Qualifying Prudential Shareholders or Cede & Co, for delivery in DTCC to the relevant Euroclear UK & Ireland DTC account delivery of CREST Depository Interests (“CDIs”) to CREST shareholders and relevant eligible holders who are to have their entitlement to Xxxxxxx shares held through Equiniti Corporate Nominees Limited in such form, to whom the Relevant Xxxxxxx Shares have been transferred are recorded in the register of stockholders of Xxxxxxx as the holders of such Relevant Xxxxxxx Shares. 5.3 Any amounts outstanding at Completion between any Prudential Group Company and any Xxxxxxx Group Company shall, to the extent not already settled (and unless otherwise agreed between Prudential and Xxxxxxx): (A) be settled by payment to the relevant Prudential Group Company or Xxxxxxx Group Company (as appropriate) in the normal course in accordance with this Agreement or any other pre-existing arrangements; or (B) in the case of amounts which relate to intra-group financing or similar arrangements, or in respect of which no payment terms have previously been agreed, be repaid or settled on or as soon as reasonably practicable after Completion or on such date as the parties may agree, and each of Prudential and Xxxxxxx agree to procure compliance by members of their respective Groups with the provisions of this clause 5. 5.4 Prudential undertakes with effect from Completion: (A) to hold the Relevant Xxxxxxx Shares upon trust for the Qualifying Prudential Shareholders as beneficial owners; (B) to account to the Qualifying Prudential Shareholders for any dividends, interest, bonuses, in specie or other distributions or payments of whatever nature paid or made to Prudential in respect of the Relevant Xxxxxxx Shares; (C) not to exercise any rights, powers or privileges attaching to the Relevant Xxxxxxx Shares or exercisable in the capacity of registered holder of the Relevant Xxxxxxx Shares without the prior written consent of the relevant Qualifying Prudential Shareholders; and (D) promptly on receipt to deliver to the Qualifying Prudential Shareholders any notice, letter or other document of any nature relating to the Relevant Xxxxxxx Shares which Prudential receives after the date of this Agreement. 5.5 The undertakings given in clause 5.4 above shall be irrevocable but shall automatically terminate on the date on which the Qualifying Prudential Shareholders are entered in the register of stockholders of Xxxxxxx as the holder of the Relevant Xxxxxxx Shares.

Completion Obligations. 5.1 Subject Completion of this Agreement will take place at [•] a.m./p.m. on the first Sunday after Demerger completion (which, for the avoidance of doubt, is prior to the satisfaction or waiver of time at which Admission is expected to occur), provided that the Conditions Precedent (except for any Condition Precedent which will be has been satisfied only upon Completion)by such time, or at such other time as agreed by the Parties, provided that in all cases, Completion of this Agreement shall will take place on 13 September 2021, or on such other date as Prudential and Xxxxxxx shall agreeprior to Admission. 5.2 At Completion, the following business shall be transacted: (A) Prudential Pfizer shall deliver to procure that Haleon is substituted for the Xxxxxxx Transfer Agent duly executed transfers Pfizer Group PFCHHL Transferor as the PFCHHL Member for all purposes under the PFCHHL LLC Agreement in respect of the Relevant Xxxxxxx Shares in favour of the Qualifying Prudential ShareholdersPFCHHL Interests to be transferred to Haleon pursuant to clause 4.1; and (B) Xxxxxxx Haleon shall procure that the Pfizer Group PFCHHL Transferor and the Depositary are is entered into the Haleon register of members (in the case of the Haleon NVPS, prior to the NVPS Sale) in respect of the Pfizer Haleon Exchange Shares to be allotted and issued to each of them pursuant to clause 4.4. 5.3 Pfizer and Haleon shall procure that, except for Relevant Xxxxxxx Shares in respect of which Qualifying Prudential Shareholders elected to exercise the Share Sale Option, the names of the Qualifying Prudential Shareholders or Cede & Co, for delivery in DTCC to the relevant Euroclear UK & Ireland DTC account delivery of CREST Depository Interests (“CDIs”) to CREST shareholders and relevant eligible holders who are to have their entitlement to Xxxxxxx shares held through Equiniti Corporate Nominees Limited in such form, to whom the Relevant Xxxxxxx Shares have been transferred are recorded in the register of stockholders of Xxxxxxx as the holders of such Relevant Xxxxxxx Shares. 5.3 Any amounts outstanding at Completion between any Prudential Group Company and any Xxxxxxx Group Company shall, to the extent not already settled (and unless otherwise agreed between Prudential and Xxxxxxx): (A) be settled by payment to the relevant Prudential Group Company or Xxxxxxx Group Company (as appropriate) in the normal course in accordance with this Agreement or any other pre-existing arrangements; or (B) in the case of amounts which relate to intra-group financing or similar arrangements, or in respect of which no payment terms have previously been agreed, be repaid or settled on or as soon as reasonably practicable after Completion or on such date as the parties may agree, and each of Prudential and Xxxxxxx agree to procure compliance by members of their respective Groups with the provisions of this clause 5. 5.4 Prudential undertakes with effect from before Completion: (A) to with the exception of the Representative Directors (as defined in the Pfizer Relationship Agreement) nominated by Pfizer, employees or non-executive directors of the Consumer Healthcare Group or the Pfizer Group who hold the Relevant Xxxxxxx Shares upon trust office of director or secretary of a company in the Other Group shall have resigned from the company or companies in the Other Group and suitable persons employed by or identified as appropriate non-executive directors for the Qualifying Prudential Shareholders as beneficial owners;Other Group shall have been appointed in their place; and (B) to account to the Qualifying Prudential Shareholders for any dividends, interest, bonuses, in specie or other distributions or payments of whatever nature paid or made to Prudential in respect employees of the Relevant Xxxxxxx Shares; (C) not to exercise any rights, powers Consumer Healthcare Group or privileges attaching to the Relevant Xxxxxxx Shares or exercisable Pfizer Group who are authorised signatories on bank mandates for accounts of companies in the capacity of registered holder of Other Group shall have signed, executed and delivered all such documents as are necessary to cancel their status as authorised signatories on such mandates and to ensure that suitable persons employed by the Relevant Xxxxxxx Shares without the prior written consent of the relevant Qualifying Prudential Shareholders; and (D) promptly on receipt to deliver to the Qualifying Prudential Shareholders any notice, letter or other document of any nature relating to the Relevant Xxxxxxx Shares which Prudential receives after the date of this AgreementOther Group shall have been appointed as authorised signatories in their place. 5.5 The undertakings given in clause 5.4 above shall be irrevocable but shall automatically terminate on the date on which the Qualifying Prudential Shareholders are entered in the register of stockholders of Xxxxxxx as the holder of the Relevant Xxxxxxx Shares.