Common use of Establishment of the Company Clause in Contracts

Establishment of the Company. 2.1 Immediately following the execution of this agreement: (A) the Articles of Association and the Completion Board Resolutions shall be adopted; (B) the First GSK Shareholder shall nominate seven individuals by notice in writing to the Company prior to Completion (who it is agreed shall include Xxxx Xxxxxxxx as CEO), and the Company shall appoint them (to the extent not already appointed), as the initial A Directors; (C) the First Novartis Shareholder shall nominate four individuals by notice in writing to the Company prior to Completion, and the Company shall appoint them (to the extent not already appointed), as the initial B Directors; (D) Sir Xxxxxx Xxxxx shall be appointed as the initial Chairman; (E) Xxxx Xxxxxxxx shall be appointed as CEO, the individual nominated by the First GSK Shareholder by notice in writing to the Company prior to Completion shall be appointed CFO and (subject to approval by the CEO) the individual nominated by the First Novartis Shareholder by notice in writing to the Company prior to Completion shall be appointed Head of OTC; (F) the accounting reference date of the Company shall be, or if necessary be changed to, 31 December in each year; (G) PricewaterhouseCoopers LLP (or such other accountancy firm referred to in clause 4.1(R) (Reserved Matters) as the First GSK Shareholder may have notified to the other relevant parties) shall be appointed as the auditors of the Company; (H) subject and without prejudice to clause 8.5 (Proceedings of Directors), the CEO Terms of Reference shall be adopted and the Board shall delegate operational control of the Company’s Group in accordance therewith; (I) the Accounting Policies shall be adopted; and (J) the Shareholders shall procure that all meetings (or resolutions) of the Directors and/or of the Shareholders as are reasonably required to implement all the above matters are held at Completion (or prior to Completion with effect from Completion).

Establishment of the Company. 2.1 Immediately following On the execution of this agreement:Completion Date or as soon as possible thereafter (unless the same has already been done): (A) the Articles name of Association and the Completion Board Resolutions Company shall be adoptedchanged to “FXMarketSpace Limited”; (B) the First GSK Shareholder Reuters and CME shall nominate seven individuals by notice in writing transfer any IPR (including, specifically, any domain names and trade marks) to the Company prior to Completion (who it is agreed shall include Xxxx Xxxxxxxx as CEO)Company, and which either party may have acquired or registered for use exclusively by the Company shall appoint them (to the extent not already appointed), as the initial A DirectorsBusiness; (C) Reuters shall procure that resolutions in the First Novartis Shareholder shall nominate four individuals by notice in writing to Agreed Form are duly passed as special or ordinary resolutions (as the case may be) of the Company prior to Completion, in order to: (i) adopt the Articles of Association; and (ii) increase the authorised share capital of the Company shall appoint them (to the extent not already appointed)£300,000,200 divided into 100,000,000 Reuters Shares, as the initial B Directors;100,000,000 CME Shares, 100 Reuters Preference Shares, 100 CME Preference Shares, 50,000,000 Reuters Convertible Shares and 50,000,000 CME Convertible Shares. (D) Sir Xxxxxx Xxxxx Reuters shall pay up any unpaid amounts on the Initial Share Capital, which shall thereafter be appointed designated as the initial ChairmanReuters Shares; (E) Xxxx Xxxxxxxx each of the Shareholders shall be appointed as CEOsubscribe and pay in cash for the number and class of shares at the subscription price set opposite its name in the table below: Reuters 7,000,000 Reuters Shares £ 1 Reuters 100 Reuters Preference Shares £ 1 CME 7,000,000 CME Shares £ 1 CME 100 CME Preference Shares £ 1 Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by asterisks (“*****”), and the individual nominated by omitted text has been filed separately with the First GSK Shareholder by notice in writing to the Company prior to Completion shall be appointed CFO Securities and (subject to approval by the CEO) the individual nominated by the First Novartis Shareholder by notice in writing to the Company prior to Completion shall be appointed Head of OTC;Exchange Commission. (F) Reuters shall procure that the accounting reference date Company allots and issues such Shares and Preference Shares credited as fully paid to the Shareholders, that each of the Shareholders is entered into the register of members in respect of the relevant numbers of Shares and Preference Shares and that the Company shall be, or if necessary be changed to, 31 December issues share certificates to each of the Shareholders in each yearrespect of the Shares and Preference Shares allotted to them; (G) PricewaterhouseCoopers LLP Subject to clause 8.3 (or such other accountancy firm referred to Consultation), Reuters shall appoint three individuals as Reuters Directors and CME shall appoint three individuals as CME Directors, and Reuters and CME shall jointly appoint the Management Director, each in clause 4.1(R) (Reserved Matters) as accordance with the First GSK Shareholder may have notified to the other relevant parties) shall be appointed as the auditors Articles of the CompanyAssociation; (H) subject Xxxx Xxxxxx and without prejudice Xxxx Xxxx shall resign as directors of the Company and Xxxxxxxxx Xxxxxxx shall resign as the secretary of the Company (to the extent that they are not re-appointed pursuant to clause 8.5 (Proceedings of Directors4.2(G) or otherwise), the CEO Terms of Reference shall be adopted and the Board shall delegate operational control of the Company’s Group in accordance therewith; (I) Reuters shall procure that title to the Accounting Policies half of the Initial Share Capital is transferred into the name of CME and Reuters shall procure that CME is entered in the register of members of the Company as being the registered holder of half of the Initial Share Capital; (J) the Business Plan shall be adopted; and (JK) the Shareholders Directors shall procure that all meetings (or resolutions) pass certain resolutions in relation to the rights attaching to the Preference Shares and the Convertible Shares, in each case in accordance with the provisions of this agreement and the Directors and/or Articles of the Shareholders as are reasonably required to implement all the above matters are held at Completion (or prior to Completion with effect from Completion)Association.

Establishment of the Company. 2.1 Immediately following the execution of this agreement: (A) the Articles of Association and the Completion Board Resolutions shall be adopted; (B) the First GSK Shareholder shall nominate seven individuals by notice in writing to the Company prior to Completion (who it is agreed shall include Xxxx Xxxxxxxx as CEO), and the Company shall appoint them (to the extent not already appointed), as the initial A Directors; (C) the First Novartis Shareholder shall nominate four individuals by notice in writing to the Company prior to Completion, and the Company shall appoint them (to the extent not already appointed), as the initial B Directors; (D) Sir Xxx Xxxxxx Xxxxx shall be appointed as the initial Chairman; (E) Xxxx Xxxxxxxx shall be appointed as CEO, the individual nominated by the First GSK Shareholder by notice in writing to the Company prior to Completion shall be appointed CFO and (subject to approval by the CEO) the individual nominated by the First Novartis Shareholder by notice in writing to the Company prior to Completion shall be appointed Head of OTC; (F) the accounting reference date of the Company shall be, or if necessary be changed to, 31 December in each year; (G) PricewaterhouseCoopers LLP (or such other accountancy firm referred to in clause 4.1(R) (Reserved Matters) as the First GSK Shareholder may have notified to the other relevant parties) shall be appointed as the auditors of the Company; (H) subject and without prejudice to clause 8.5 (Proceedings of Directors), the CEO Terms of Reference shall be adopted and the Board shall delegate operational control of the Company’s Group in accordance therewith; (I) the Accounting Policies shall be adopted; and (J) the Shareholders shall procure that all meetings (or resolutions) of the Directors and/or of the Shareholders as are reasonably required to implement all the above matters are held at Completion (or prior to Completion with effect from Completion).

Establishment of the Company. 2.1 Immediately following On the execution date of this agreementagreement (unless the same has already been done) the parties will take all such actions as are necessary to cause the following matters: (A) the Articles of Association and the Completion Board Resolutions shall be adopted; (B) the First GSK Shareholder Xxxx Xxxx, Xxxxx Xxxxx and Xxxxxx Xxxxxxxx shall nominate seven individuals by notice in writing to the Company prior to Completion (who it is agreed be appointed as Vodafone Supervisory Directors; Xxxxxxx Xxxxxxx, Baptiest Xxxxxxxx and Xxxxxxxx Xxxxxxx shall include Xxxx Xxxxxxxx be appointed as CEO), Liberty Global Supervisory Directors and the Company shall appoint them (to the extent not already appointed), as the initial A Directors; (C) the First Novartis Shareholder shall nominate four individuals by notice in writing to the Company prior to Completion, and the Company shall appoint them (to the extent not already appointed), as the initial B Directors; (D) Sir Jan Xxxxxx Xxxxxx Xxxxx shall be appointed as the initial Chairmansecretary of the Company, each in accordance with the Articles of Association; (EC) the following appointments shall be made in respect of the Company: (i) Jeroen Hoencamp shall be appointed as Managing Director and CEO; (ii) Xxxxxx Xxxxx shall be appointed as Managing Director and CFO; (iii) Xxxx Xxxxxxxx shall be appointed as CEO, the individual nominated by the First GSK Shareholder by notice in writing to the Company prior to Completion CTO; (iv) Xxxxxx xx Xxxxx shall be appointed CFO and as the Head of Consumer Business; (subject to approval by the CEOv) the individual nominated by the First Novartis Shareholder by notice in writing to the Company prior to Completion Xxxx xxx Xxxxxx shall be appointed as the Head of OTCEnterprise Business; (Fvi) Xxxx Xxxxxxx van den Brink shall be appointed as the Head of Human Resources; and (vii) Xxxxxxx Xxxxxxxxx shall be appointed as the General Counsel; (D) the accounting reference date of the Company shall be, or if necessary be changed to, 31 December in each year; (GE) PricewaterhouseCoopers LLP (or such other accountancy firm referred to in clause 4.1(R) (Reserved Matters) as the First GSK Shareholder may have notified to the other relevant parties) KPMG shall be appointed as the auditors of the Company, unless the Shareholders agree otherwise; (HF) subject and without prejudice to clause 8.5 (Proceedings of Directors), the CEO Terms of Reference Initial Business Plan shall be adopted and the Board shall delegate operational control of the Company’s Group in accordance therewithadopted; (IG) the Accounting Policies shall be adoptedadopted for the purposes of statutory reporting; and (JH) board regulations for the Shareholders Supervisory Board shall procure that all meetings (or resolutions) of the Directors and/or of the Shareholders as are reasonably required to implement all the above matters are held at Completion (or prior to Completion with effect from Completion)be adopted.