Common use of Deferred Closings Clause in Contracts

Deferred Closings. (i) If, as of the Share Sale Effective Time or the Contribution Effective Time, as applicable, in any jurisdiction other than a Required Jurisdiction (any such country, a “Deferred Closing Jurisdiction”), (A) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the effect of making the Share Sale or the Contribution illegal or otherwise prohibiting its consummation with respect to such jurisdiction, or (B) any filing with, notice to, or permit, authorization, registration, consent or approval of a Governmental Entity required to consummate the purchase by Purchaser of the capital stock of a Transferred Entity (the “Deferred Closing Governmental Approvals”) has not been made or obtained, as applicable, then notwithstanding anything to the contrary in this Agreement, the Parties may elect in its discretion to have such Transferred Entity (a “Deferred Transferred Entity”) not transferred to Purchaser or any of its Affiliates at the Share Sale Effective Time or the Contribution Effective Time, as applicable (but the Share Sale or the Contribution, as applicable, shall otherwise occur with respect to the Transferred Entities (other than any Deferred Transferred Entities)). Thereafter, each such Deferred Transferred Entity shall be transferred to Purchaser (or its designated Subsidiary) on the fifth (5th) Business Day following the receipt, satisfaction or waiver (to the extent permitted by applicable Law) of such Deferred Closing Governmental Approvals (a “Deferred Closing” and such date, a “Deferred Closing Date”). In no event shall the IP Consideration, the Closing Share Sale Consideration or the Closing Contribution Consideration payable by Purchaser at the Closing or the Final Share Sale Consideration or Final Contribution Consideration be reduced or deferred in respect of any Deferred Transferred Entity; provided, that (x) the First Share Sale Entities Cash and First Share Sale Entities Indebtedness of any Deferred Transferred Entity that would have otherwise been a First Share Sale Entity will be included in determining the Closing First Share Sale Adjustment and the Post-Closing First Share Sale Adjustment as of the Share Sale Effective Time pursuant to Section 2.3 through 2.6, (y) the Second Share Sale Entities Cash and Second Share Sale Entities Indebtedness of any Deferred Transferred Entity that would have otherwise been a Second Share Sale Entity will be included in determining the Closing Second Share Sale Adjustment and the Post-Closing Second Share Sale Adjustment as of the Share Sale Effective Time pursuant to Section 2.3 through 2.6 and (z) the Contribution Entities Cash and Contribution Entities Indebtedness of any Deferred Transferred Entity that would have otherwise been a Contribution Entity will be included in determining the Contribution Closing Adjustment and the Post-Closing Contribution Adjustment as of the Contribution Effective Time pursuant to Section 2.3 through 2.6.

Deferred Closings. (a) Notwithstanding anything in this Agreement to the contrary, if (i) Ifthe Conditions Satisfaction Date has occurred and (ii) with respect to a jurisdiction, (x) any applicable Ancillary Restructuring has not been completed, (y) any applicable NewCo Entity or Local Branch Jurisdiction (as such term is defined in the Master Steps Plan) formed or incorporated in such jurisdiction has not implemented payroll and benefit services (“Ancillary Payroll Services”) or (z) a Regulatory Approval set forth on Section 5.1(l) of the Seller Disclosure Schedules (each such Regulatory Approval, an “Ancillary Regulatory Approval”) shall not have been obtained, then (A) the Closing shall proceed in accordance with Section 2.1, as modified by this Section 2.18, without reduction to the Estimated Purchase Price payable at 39 the Closing, and (B) the transfer of the Share Sale Effective Time NewCo Equity Interests, Purchased Assets and the Business Employees and the assumption of the Assumed Liabilities in the jurisdiction in which such Ancillary Restructuring, Ancillary Payroll Services or the Contribution Effective TimeAncillary Regulatory Approval has not been completed, as applicable, in any jurisdiction other than a Required Jurisdiction implemented or obtained (any such countryeach, a “Deferred Closing Jurisdiction”)) (such NewCo Equity Interest, (APurchased Assets, Business Employees and Assumed Liabilities, collectively, a “Deferred Business”) there is an applicable Law then will not occur on the Closing Date, but shall instead occur as set forth in effect or a Governmental Entity this Section 2.18 and the Disapplied Provisions shall have issued or entered an Order that is then in effect, either or both of which has apply to the effect of making the Share Sale or the Contribution illegal or otherwise prohibiting its consummation with respect to such jurisdiction, or (B) any filing with, notice to, or permit, authorization, registration, consent or approval of a Governmental Entity required to consummate the purchase by Purchaser Deferred Business as of the capital stock of a Transferred Entity (the “applicable Deferred Closing Governmental Approvals”Date and not as of the Closing Date; provided that if the conditions set forth in Sections 2.18(h)(i)(A) and (C) (and the condition set forth in Section 2.18(h)(i)(B) has not been made or obtainedsatisfied) have been satisfied (or, as applicable, then notwithstanding anything to the contrary in this Agreement, the Parties may elect in its discretion to have such Transferred Entity (a “Deferred Transferred Entity”) not transferred to Purchaser or any of its Affiliates at the Share Sale Effective Time or the Contribution Effective Time, as applicable (but the Share Sale or the Contribution, as applicable, shall otherwise occur with respect to the Transferred Entities (other than any Deferred Transferred Entities)). Thereafter, each such Deferred Transferred Entity shall be transferred to Purchaser (or its designated Subsidiary) on the fifth (5th) Business Day following the receipt, satisfaction or waiver (to the extent permitted by applicable Law, waived), then, in lieu of implementing the terms of this Section 2.18, the Parties may determine that, at the Closing, (1) the applicable NewCo Equity Seller will sell, assign, transfer, deliver and convey to Purchaser (or one of its Affiliates), and Purchaser (or such Affiliate) shall purchase, acquire and accept from each such NewCo Equity Seller the applicable NewCo Equity Interests (free and clear of all Liens other than Liens created by Purchaser or any of the Transaction Documents at the Closing) held by such NewCo Equity Seller and (2) Seller (or an Affiliate of Seller) will provide transition services to the applicable NewCo Entity under which payroll and benefits services will be provided to such NewCo Entity. In respect of the Disapplied Provisions, (A) the term “GES Business” shall be deemed to exclude such Deferred Business, (B) the term “NewCo Equity Interests” shall be deemed to exclude the NewCo Equity Interests in such Deferred Jurisdiction (for the avoidance of doubt, this shall not include India NewCo, U.K. NewCo or U.S. NewCo), (C) the term “Purchased Assets” shall be deemed to exclude the Purchased Assets in such Deferred Jurisdiction, (D) the term “Assumed Liabilities” shall be deemed to exclude the Assumed Liabilities in such Deferred Jurisdiction and (E) the term “Business Employees” shall be deemed to exclude the Business Employees in such Deferred Jurisdiction, in each case, as of the Closing Governmental Approvals (a “and, for the avoidance of doubt, such terms shall be deemed to include the Deferred Closing” Business and the NewCo Equity Interests, Purchased Assets, Assumed Liabilities and Business Employees in such date, a “Deferred Jurisdictions on and following the applicable Deferred Closing Date”). In no Notwithstanding anything in this Agreement to the contrary, in the event shall that the IP ConsiderationU.K. NewCo Equity Interests cannot be sold, the Closing Share Sale Consideration assigned, transferred, delivered or the Closing Contribution Consideration payable by conveyed to Purchaser (or one of its Affiliates) at the Closing or the Final Share Sale Consideration or Final Contribution Consideration be reduced or deferred in respect accordance with Section 2.3 as a result of any Deferred Transferred EntityAncillary Regulatory Approval, then the Parties shall, in good faith, use reasonable best efforts to implement a reasonable alternative arrangement pursuant to which such Ancillary Regulatory Approval shall not impede or restrict such sale, assignment, transfer, delivery or conveyance; providedprovided that if no such reasonable alternative arrangement is available, that such Ancillary Regulatory Approval shall, for all purposes of this Agreement be deemed to be a Required Regulatory Approval. Notwithstanding anything to the contrary set forth in this Agreement, the Continuation Period shall be the twelve (x12) the First Share Sale Entities Cash and First Share Sale Entities Indebtedness of any Deferred Transferred Entity that would have otherwise been a First Share Sale Entity will be included in determining months following the Closing First Share Sale Adjustment and the Post-Closing First Share Sale Adjustment as Date for all jurisdictions, irrespective of the Share Sale Effective Time whether any jurisdiction is subject to a Deferred Transfer pursuant to Section 2.3 through 2.6, (y) the Second Share Sale Entities Cash and Second Share Sale Entities Indebtedness of any Deferred Transferred Entity that would have otherwise been a Second Share Sale Entity will be included in determining the Closing Second Share Sale Adjustment and the Post-Closing Second Share Sale Adjustment as of the Share Sale Effective Time pursuant to Section 2.3 through 2.6 and (z) the Contribution Entities Cash and Contribution Entities Indebtedness of any Deferred Transferred Entity that would have otherwise been a Contribution Entity will be included in determining the Contribution Closing Adjustment and the Post-Closing Contribution Adjustment as of the Contribution Effective Time pursuant to Section 2.3 through 2.62.18.

Deferred Closings. (i) If, as of the Share Sale Effective Time or the Contribution Effective Time, as applicableClosing, in any jurisdiction other than a Required Jurisdiction the United States, Canada, or the United Kingdom (any each other such country, a “Deferred Closing Jurisdiction”), (Ai) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the effect of making the Share Sale or the Contribution Closing illegal or otherwise prohibiting its consummation with respect to such jurisdiction, or (Bii) any filing with, notice to, or permit, authorization, registration, consent or approval of a Governmental Entity required to consummate the purchase by Purchaser of the capital stock of a Transferred Entity Company (the “Deferred Closing Governmental Approvals”) has not been made or obtained, as applicablethen, then at Parent’s election and notwithstanding anything to the contrary in this Agreement, the Parties may elect in its discretion to have such Transferred Entity Company (a “Deferred Transferred EntityCompany”) shall not be transferred to Purchaser or any of its Affiliates at the Share Sale Effective Time or the Contribution Effective Time, as applicable Closing (but the Share Sale or the Contribution, as applicable, Closing shall otherwise occur with respect to the Transferred Entities Companies (other than any Deferred Transferred EntitiesCompanies)). Thereafter, each such Deferred Transferred Entity Company shall be transferred to Purchaser (or its designated Subsidiary) on the fifth (5th) Business Day following the receipt, satisfaction or waiver (to the extent permitted by applicable Law) of such Deferred Closing Governmental Approvals (a “Deferred Closing” and such date, a “Deferred Closing Date”)) with respect to such Deferred Transferred Company. In no event shall the IP Consideration, the Closing Share Sale Consideration or the Closing Contribution Consideration Purchase Price payable by Purchaser at the Closing or the Final Share Sale Consideration or Final Contribution Consideration Purchase Price be reduced or deferred in respect of any Deferred Transferred EntityCompany or any Subsidiary thereof; provided, that (x) the First Share Sale Entities Cash Cash, Indebtedness and First Share Sale Entities Indebtedness Working Capital of any Deferred Transferred Entity that would have otherwise been a First Share Sale Entity Companies and any Subsidiary thereof will be included in determining the Closing First Share Sale Adjustment Adjustments and the Post-Closing First Share Sale Adjustment Adjustments as of the Share Sale Effective Time pursuant to Section 2.3 Sections 2.4 through 2.6, (y) the Second Share Sale Entities Cash and Second Share Sale Entities Indebtedness of any Deferred Transferred Entity that would have otherwise been a Second Share Sale Entity will be included in determining the Closing Second Share Sale Adjustment and the Post-Closing Second Share Sale Adjustment as of the Share Sale Effective Time pursuant to Section 2.3 through 2.6 and (z) the Contribution Entities Cash and Contribution Entities Indebtedness of any Deferred Transferred Entity that would have otherwise been a Contribution Entity will be included in determining the Contribution Closing Adjustment and the Post-Closing Contribution Adjustment as of the Contribution Effective Time pursuant to Section 2.3 through 2.62.7.

Deferred Closings. (ia) IfNotwithstanding anything to the contrary contained herein, as in the event that all of the Share Sale Effective Time conditions to the Closing set forth in Article VI have been satisfied (or the Contribution Effective Time, as applicable, waived in any jurisdiction other than a Required Jurisdiction (any such country, a “Deferred Closing Jurisdiction”), (Awriting) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the effect of making the Share Sale or the Contribution illegal or otherwise prohibiting its consummation with respect to such jurisdiction, or (B) any filing with, notice to, or permit, authorization, registration, consent or approval of a Governmental Entity required to consummate the purchase by Purchaser all of the capital stock countries in which the Transferred Assets are physically located or from which the Business derived revenues in 2005, other than one or more countries which in the aggregate contributed less than ten (10) percent of a Transferred Entity the Business’ 2005 revenues (the “Deferred Closing Governmental ApprovalsCountries”) has not been made or obtained), as applicable, then notwithstanding anything to based on the contrary in this Agreementallocation of the Business’ 2005 revenues set forth on Schedule 2.14, the Parties may elect Closing shall be effected, including the payment of the Initial Purchase Price; provided, however, that the evidence to be delivered in its discretion connection with the Closing pursuant to have such Transferred Entity (a “Deferred Transferred Entity”) not transferred to Purchaser or any of its Affiliates at the Share Sale Effective Time or the Contribution Effective Time, as applicable (but the Share Sale or the Contribution, as applicable, Article VI shall otherwise occur be required only with respect to the Transferred Entities (all of such countries, other than any the Deferred Transferred Entities))Closing Countries. ThereafterOne or more subsequent closings (“Deferred Closings”) shall occur as soon as practicable following the receipt of all of the evidence to be delivered, with respect to each such Deferred Transferred Entity shall be transferred Closing Country. Until such time as a Deferred Closing occurs with respect to Purchaser (or its designated Subsidiary) on a Deferred Closing Country, Seller shall, with any necessary cooperation from Buyer, operate the fifth (5th) portion of the Business Day following the receipt, satisfaction or waiver (to the extent permitted by applicable Law) of located in such Deferred Closing Governmental Approvals Country in trust for the account of Buyer in a manner consistent with the terms of this Agreement. In connection therewith, (a “Deferred Closing” i) Buyer and Seller shall net out the costs and benefits associated with the portion of the Business in each such date, a “Deferred Closing Date”). In no event shall Country for the IP Consideration, period between the Closing Share Sale Consideration or Date and the date of the Deferred Closing Contribution Consideration payable by Purchaser at for such Deferred Closing Country on the date of the Deferred Closing or for such Deferred Closing Country, (ii) all assets that would be Transferred Assets, but for the Final Share Sale Consideration or Final Contribution Consideration failure to receive the evidence to be reduced or deferred delivered in respect connection with the Closing, shall be regarded as Transferred Assets for purposes of any Deferred Transferred Entity; providedthe calculations required under Section 2.5(b), that (xiii) the First Share Sale Entities Cash and First Share Sale Entities Indebtedness of any Assumed Liabilities relating to such Deferred Transferred Entity that would Closing Country shall be deemed to have otherwise been a First Share Sale Entity will be included in determining the Closing First Share Sale Adjustment and the Post-Closing First Share Sale Adjustment assumed as of the Share Sale Effective Time pursuant to Closing for purposes of Section 2.3 through 2.6, 2.5(b) and (yiv) the Second Share Sale Entities Cash parties hereto shall use commercially reasonable efforts, and Second Share Sale Entities Indebtedness of cooperate with each other, to obtain promptly the remaining evidence to be delivered to effectuate a Deferred Closing with respect to such Deferred Closing Country. To the extent that Buyer is required to pay any cash consideration for the Transferred Assets located in any Deferred Transferred Entity that would have otherwise been Closing Countries at a Second Share Sale Entity will be included Deferred Closing, Seller shall remit to Buyer, in determining immediately available funds, the amount of cash consideration allocated to such Deferred Closing Second Share Sale Adjustment Country in accordance with Section 5.4(k), and the Post-Closing Second Share Sale Adjustment as of the Share Sale Effective Time pursuant to Section 2.3 through 2.6 and (z) the Contribution Entities Cash and Contribution Entities Indebtedness of any Buyer shall pay such consideration at such Deferred Transferred Entity that would have otherwise been a Contribution Entity will be included in determining the Contribution Closing Adjustment and the Post-Closing Contribution Adjustment as of the Contribution Effective Time pursuant to Section 2.3 through 2.6Closing.

Deferred Closings. (ia) If, as of the Share Sale Effective Time or the Contribution Effective Time, as applicable, in any jurisdiction other than a Required Jurisdiction (any such country, a “Deferred Closing Jurisdiction”), (A) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the effect of making the Share Sale or the Contribution illegal or otherwise prohibiting its consummation with respect to such jurisdiction, or (B) any filing with, notice to, or permit, authorization, registration, consent or approval of a Governmental Entity required to consummate the purchase by Purchaser of the capital stock of a Transferred Entity (the “Deferred Closing Governmental Approvals”) has not been made or obtained, as applicable, then notwithstanding Notwithstanding anything to the contrary in this Agreement, but subject to Section 3.2(d), the Parties may elect sale, conveyance, assignment, assumption, transfer or delivery, direct or indirect, of any interest in its discretion any Shares in the Conveyed Subsidiaries listed in Annex D-4 attached hereto, or any Purchased Asset located in the Deferred Asset Jurisdictions, and the assumption of Assumed Liabilities associated with such Purchased Assets (such Shares or Purchased Assets and Assumed Liabilities related to have such Transferred Entity (any Deferred Jurisdiction, the “Deferred Closing Items,” with that part of the Business operated by the applicable Conveyed Subsidiary or comprising the Purchased Assets and Assumed Liabilities in each Deferred Jurisdiction, being a “Deferred Transferred EntityClosing Business”) not transferred to Purchaser or any of its Affiliates at the Share Sale Effective Time or the Contribution Effective Time(each, as applicable (but the Share Sale or the Contribution, as applicable, shall otherwise occur with respect to the Transferred Entities (other than any Deferred Transferred Entities)). Thereafter, each such Deferred Transferred Entity shall be transferred to Purchaser (or its designated Subsidiary) on the fifth (5th) Business Day following the receipt, satisfaction or waiver (to the extent permitted by applicable Law) of such Deferred Closing Governmental Approvals (a “Deferred Closing” and ”) shall occur (each, as such datedate may be extended pursuant to this Section 3.2(a) or by mutual written agreement of the Parties, a “Deferred Closing Date”). In ) on the later of (i) the Closing Date and (ii) a date mutually agreed upon by the Parties that shall be, for each Deferred Jurisdiction, no event shall later than the IP Considerationdate set forth opposite such Deferred Jurisdiction in Annex X-0, Xxxxx X-0, Xxxxx X-0, Xxxxx X-0 and Annex D-5 attached hereto; provided, however, that (A) for each Deferred Jurisdiction listed on Annex D-1 attached hereto, if Purchaser has used commercially reasonable efforts to establish a local entity, as a Purchaser Designee, that is able to accept the transfer of the relevant Deferred Closing Items in compliance with the applicable Law of such Deferred Jurisdiction and permit such Purchaser Designee to legally conduct the Deferred Closing Business in the same manner as conducted by Seller Parent or its Affiliates as of the date of this Agreement (subject only to the Net Economic Benefit Agreement, the applicable Local Implementing Agreement and the ongoing provision of services under the Transitional Services Agreement and this Agreement (as applicable) at that time), (B) for each Deferred Jurisdiction listed on Annex D-2 and Annex D-3 attached hereto, if Purchaser has used commercially reasonable efforts to negotiate and execute an arrangement with a Purchaser Designee to provide for such Purchaser Designee to accept the transfer of the relevant Deferred Closing Share Sale Consideration Items on terms acceptable to Purchaser, and (C) for each Deferred Jurisdiction listed on Annex D-5 attached hereto, if the Parties have met their obligations to work together in good faith to satisfy any notice or consultation obligations to any employee representatives, works councils or health and safety committees in order to enable the relevant Purchaser Designee or Conveyed Subsidiary (as applicable) to continue the employment of the Deferred Transfer Employees in such Deferred Jurisdiction but, in each case of clauses (A), (B) and (C), due to delays of the applicable Governmental Authority in such Deferred Jurisdiction (including with respect to obtaining any required Governmental Authorizations) or other delays that the Parties are not able to overcome by commercially reasonable efforts, or in the event Purchaser or the relevant Purchaser Designee is not ready to consummate such Deferred Closing Contribution Consideration payable by the date set forth opposite such Deferred Jurisdiction in Annex X-0, Xxxxx X-0, Xxxxx X-0, Xxxxx X-0 and Annex D-5 attached hereto, then Purchaser may, upon advance written notice to Seller Parent no less than one (1) month prior to the Deferred Closing Date set forth opposite such Deferred Jurisdiction in Annex X-0, Xxxxx X-0, Xxxxx X-0, Xxxxx X-0 and Annex D-5 attached hereto, extend the date set forth opposite each such Deferred Jurisdiction for an additional period not to exceed three (3) months from the date set forth opposite each such Deferred Jurisdiction. Seller Parent acknowledges that Purchaser may amend Annex X-0, Xxxxx X-0, Xxxxx X-0, Xxxxx X-0 and Annex D-5 attached hereto in order to move any Deferred Jurisdiction from one annex to another, provided that Seller Parent shall have consented to such amendment in writing (such consent not to be unreasonably withheld, delayed or conditioned) at least five (5) Business Days prior to the relevant Deferred Closing or Date. If the Final Share Sale Consideration or Final Contribution Consideration be reduced or deferred in respect Deferred Closing of any Deferred Transferred EntityClosing Item shall not have occurred at or prior to the applicable Deferred Closing Date, and it becomes apparent to Seller Parent or Purchaser that the Deferred Closing is not reasonably likely to occur on or prior to the Deferred Closing Date set forth opposite such Deferred Jurisdiction in Annex X-0, Xxxxx X-0, Xxxxx X-0, Xxxxx X-0 and Annex D-5 attached hereto, then either Seller Parent or Purchaser may, by delivery of written notice to the other Party no later than one (1) month prior to the applicable Deferred Closing Date, request that the Parties expeditiously identify and agree upon alternative means or structures by which any remaining Deferred Closing Items, portion(s) of the Deferred Closing Business and/or the benefits and Liabilities thereof may be transferred (or otherwise made available) to Purchaser (or its Affiliates or nominees), and Seller Parent, at Purchaser’s sole cost (other than with respect to Transfer Taxes, which shall be governed by Section 6.6(h)), shall effect, or shall cause to be effected, such transfer by such alternative means or structure as Purchaser may request; provided, that no Seller Indemnified Party shall have any Liability, whether to Purchaser, any third party or otherwise, arising out of, resulting from or that exist due to such alternative means or structure (x) the First Share Sale Entities Cash and First Share Sale Entities Indebtedness of other than with respect to Transfer Taxes, which shall be governed by Section 6.6(h)); provided, further, that if no such agreement on alternative means or structures with respect to any Deferred Transferred Entity that would have otherwise been Closing Items is reached between the Parties by the applicable Deferred Closing Date, Seller Parent may commence a First Share Sale Entity will be included in determining Local Wind Down with respect to the applicable Deferred Closing First Share Sale Adjustment and the Post-Closing First Share Sale Adjustment as of the Share Sale Effective Time Items pursuant to Section 2.3 through 2.6, (y) the Second Share Sale Entities Cash and Second Share Sale Entities Indebtedness of any Deferred Transferred Entity that would have otherwise been a Second Share Sale Entity will be included in determining the Closing Second Share Sale Adjustment and the Post-Closing Second Share Sale Adjustment as of the Share Sale Effective Time pursuant to Section 2.3 through 2.6 and (z) the Contribution Entities Cash and Contribution Entities Indebtedness of any Deferred Transferred Entity that would have otherwise been a Contribution Entity will be included in determining the Contribution Closing Adjustment and the Post-Closing Contribution Adjustment as of the Contribution Effective Time pursuant to Section 2.3 through 2.63.2(d).

Deferred Closings. (i) If, as of the Share Sale Effective Time or the Contribution Effective Time, as applicableClosing, in any jurisdiction other than a Required Jurisdiction (any such country, a “Deferred Closing Jurisdiction”), (Ai) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the effect of making the Share Sale or the Contribution Closing illegal or otherwise prohibiting its consummation with respect to such jurisdiction, or (Bii) any filing with, notice to, or permit, authorization, registration, consent or approval of a Governmental Entity required to consummate the purchase by Purchaser of the capital stock of a Transferred Entity Company (the “Deferred Closing Governmental Approvals”) has not been made or obtained, as applicablethen, then notwithstanding anything to the contrary in this Agreement, the Parties may elect in its discretion to have such Transferred Entity Company (a “Deferred Transferred EntityCompany”) shall not be transferred to Purchaser or any of its Affiliates at the Share Sale Effective Time or the Contribution Effective Time, as applicable Closing (but the Share Sale or the Contribution, as applicable, Closing shall otherwise occur with respect to the Transferred Entities Companies (other than any Deferred Transferred EntitiesCompanies)). Thereafter, each such Deferred Transferred Entity Company shall be transferred to Purchaser (or its designated SubsidiaryAffiliate) on the fifth (5th) Business Day following the receipt, satisfaction or waiver (to the extent permitted by applicable Law) of such Deferred Closing Governmental Approvals (a “Deferred Closing” and such date, a “Deferred Closing Date”)) with respect to such Deferred Transferred Company. In no event shall the IP Consideration, the Closing Share Sale Consideration or the Closing Contribution Consideration Purchase Price payable by Purchaser at the Closing or the Final Share Sale Consideration or Final Contribution Consideration Purchase Price be reduced or deferred in respect of any Deferred Transferred EntityCompany; provided, that (x) the First Share Sale Entities Cash Cash, Indebtedness, Working Capital and First Share Sale Entities Indebtedness Transaction Expenses of any Deferred Transferred Entity that would have otherwise been a First Share Sale Entity Companies will be included in determining the Closing First Share Sale Adjustment Adjustments and the Post-Closing First Share Sale Adjustment Adjustments as of the Share Sale Effective Time pursuant to Sections 2.4 through Section 2.3 through 2.6, (y) the Second Share Sale Entities Cash and Second Share Sale Entities Indebtedness of any Deferred Transferred Entity that would have otherwise been a Second Share Sale Entity will be included in determining the Closing Second Share Sale Adjustment and the Post-Closing Second Share Sale Adjustment as of the Share Sale Effective Time pursuant to Section 2.3 through 2.6 and (z) the Contribution Entities Cash and Contribution Entities Indebtedness of any Deferred Transferred Entity that would have otherwise been a Contribution Entity will be included in determining the Contribution Closing Adjustment and the Post-Closing Contribution Adjustment as of the Contribution Effective Time pursuant to Section 2.3 through 2.62.7.

Deferred Closings. (a) Notwithstanding anything herein to the contrary, if (i) Ifany (x) consent, approval or employee information and/or consulting obligations from or with any employee consultation body or other similar body or (y) other filing, consent, approval or action of any Governmental Authority or third party, in each case set forth on Section 2.5(a) of the Disclosure Schedules, shall not have been obtained or completed by the Closing Date or (ii) the Purchaser has not been able to form a legal entity in any jurisdiction that is necessary for the acquisition of Transferred Assets in such jurisdiction or the employment of Business Employees in such jurisdiction and (iii) in either of the cases described in clauses (i) and (ii) the Closing is required to be held as provided in Section 2.1, then the transfer of the Transferred Assets and the Transferred Employees and the assumption of the Assumed Liabilities in the jurisdiction in which such consent, approval, obligation, filing or action has not been obtained or completed (each, a “Deferred Jurisdiction”) (such Transferred Assets, Transferred Employees and Assumed Liabilities, collectively, a “Deferred Business”) will not occur on the Closing Date, but shall instead occur as set forth in this Section 2.5 and the Disapplied Provisions shall not apply to the Deferred Business as of the Closing. In respect of the Disapplied Provisions, (A) the term “Business” shall be deemed to exclude the Deferred Business, (B) the term “Transferred Assets” shall be deemed to exclude the Transferred Assets in the Deferred Jurisdiction, (C) the term “Assumed Liabilities” shall be deemed to exclude the Assumed Liabilities in the Deferred Jurisdiction and (D) the term “Transferred Employees” shall be deemed to exclude the Transferred Employees in the Deferred Jurisdiction, in each case, as of the Share Sale Effective Time or the Contribution Effective Time, as applicable, in any jurisdiction other than a Required Jurisdiction (any such country, a “Deferred Closing Jurisdiction”), (A) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the effect of making the Share Sale or the Contribution illegal or otherwise prohibiting its consummation with respect to such jurisdiction, or (B) any filing with, notice to, or permit, authorization, registration, consent or approval of a Governmental Entity required to consummate the purchase by Purchaser of the capital stock of a Transferred Entity (the “Deferred Closing Governmental Approvals”) has not been made or obtained, as applicable, then notwithstanding anything to the contrary in this Agreement, the Parties may elect in its discretion to have such Transferred Entity (a “Deferred Transferred Entity”) not transferred to Purchaser or any of its Affiliates at the Share Sale Effective Time or the Contribution Effective Time, as applicable (but the Share Sale or the Contribution, as applicable, shall otherwise occur with respect to the Transferred Entities (other than any Deferred Transferred Entities)). Thereafter, each such Deferred Transferred Entity shall be transferred to Purchaser (or its designated Subsidiary) on the fifth (5th) Business Day following the receipt, satisfaction or waiver (to the extent permitted by applicable Law) of such Deferred Closing Governmental Approvals (a “Deferred Closing” and such date, a “Deferred Closing Date”). In no event shall the IP Consideration, the Closing Share Sale Consideration or the Closing Contribution Consideration payable by Purchaser at the Closing or the Final Share Sale Consideration or Final Contribution Consideration be reduced or deferred in respect of any Deferred Transferred Entity; provided, that (x) the First Share Sale Entities Cash and First Share Sale Entities Indebtedness of any Deferred Transferred Entity that would have otherwise been a First Share Sale Entity will be included in determining the Closing First Share Sale Adjustment and the Post-Closing First Share Sale Adjustment as of the Share Sale Effective Time pursuant to Section 2.3 through 2.6, (y) the Second Share Sale Entities Cash and Second Share Sale Entities Indebtedness of any Deferred Transferred Entity that would have otherwise been a Second Share Sale Entity will be included in determining the Closing Second Share Sale Adjustment and the Post-Closing Second Share Sale Adjustment as of the Share Sale Effective Time pursuant to Section 2.3 through 2.6 and (z) the Contribution Entities Cash and Contribution Entities Indebtedness of any Deferred Transferred Entity that would have otherwise been a Contribution Entity will be included in determining the Contribution Closing Adjustment and the Post-Closing Contribution Adjustment as of the Contribution Effective Time pursuant to Section 2.3 through 2.6.