Common use of Internal Reorganization Clause in Contracts

Internal Reorganization. The Sellers and the Company shall, and shall cause their Subsidiaries to, effect and consummate the Internal Reorganization in substantial conformity with the Internal Reorganization Plan, which is incorporated by reference herein, prior to the Closing. From and after the Agreement Date until the Closing, (i) the Sellers and Parent shall cooperate in good faith to share information and consult with each other with respect to the actions and steps set forth in the Internal Reorganization Plan, (ii) the Sellers and the Company shall, and the Company shall cause its Subsidiaries, as applicable, to, take such actions and steps as are required to effect the Internal Reorganization in substantial conformity with the principles, terms, conditions and timeframes set forth on Exhibit G, except as otherwise permitted with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned, or delayed), and (iii) without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned, or delayed), neither the Sellers nor the Company shall take any action or step that is inconsistent in any material respect with the Internal Reorganization Plan. The Sellers and the Company shall keep Parent reasonably informed regarding material actions and documentation related to the Internal Reorganization prior to the implementation, execution or delivery thereof. Each of the Sellers and the Company shall, upon request by Parent, furnish Parent with all information reasonably requested in connection with the Internal Reorganization. The Sellers shall be responsible for and shall pay or cause to be paid in full, prior to the Closing, all third-party fees, costs, expenses, payments and expenditures arising out of or related to the Internal Reorganization, the implementation or completion thereof, including any termination, severance, notice or redundancy payments payable to Company Employees or other service providers, all termination fees, penalties and similar payments upon the termination of any Contracts with vendors, real estate leases and all other contractual arrangements, and any related fees, costs, expenses, Taxes, payments and expenditures of legal counsel, accountants and other advisors.

Internal Reorganization. The Sellers and Prior to the Company shallClosing, Seller shall effect, and shall cause their its Subsidiaries toand Affiliates to effect, effect and consummate the Internal Reorganization substantially in substantial conformity accordance with the Internal Reorganization Plan, which is incorporated by reference herein, Plan and Section 5.13 of the Seller Disclosure Schedule. Seller shall provide Buyer drafts of the documentation to implement the Internal Reorganization not less than seven (7) Business Days prior to execution thereof and consider in good faith and incorporate any reasonable comments of Buyer thereto. Prior to the Closing, Seller may not modify or amend the plan to implement the Internal Reorganization set forth on Section 5.13 of the Seller Disclosure Schedule or in the Internal Reorganization Plan in a manner that would reasonably be expected to adversely affect Buyer or Buyer’s Affiliates (including the Transferred Group Companies) or the ability of the Parties to consummate the transactions contemplated by this Agreement, in each case, without Buyer’s prior written consent (which will not be unreasonably withheld, conditioned or delayed). From and after Any references in the Agreement Date until Internal Reorganization Plan and/or Section 5.13 of the ClosingSeller Disclosure Schedule to transfers of “assets,” “net assets,” “liabilities” or terms of similar effect to, (i) by or from the Sellers and Parent shall cooperate in good faith to share information and consult with each other with respect Transferred Group Companies or to the actions Buyer or any of its Subsidiaries shall be deemed to refer to Excluded Assets, Excluded Liabilities, Transferred Assets and/or Assumed Liabilities, as applicable, in accordance with the allocations of such matters between Buyer and steps Seller (and their respective Subsidiaries) pursuant to the terms of this Agreement, and shall also be deemed to include allocations of Employees, Assumed Benefit Plans and retained Seller Benefit Plans, and other matters, in each case as contemplated by the terms of this Agreement. For the avoidance of doubt, in the event of any conflict between the terms of this Agreement and the Internal Reorganization Plan and/or Section 5.13 of the Seller Disclosure Schedule, the terms of this Agreement shall control. The Parties acknowledge and agree that except as otherwise expressly set forth in the Internal Reorganization PlanPlan or as otherwise determined by Seller in accordance with this Section 5.13, (ii) the Sellers and the Company shall, and the Company shall cause its Subsidiaries, as applicable, to, take such actions and steps as are required to effect the Internal Reorganization in substantial conformity with the principles, terms, conditions and timeframes set forth on Exhibit G, except as otherwise permitted with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned, or delayed), and (iii) without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned, or delayed), neither the Sellers nor the Company shall take any action or step that is inconsistent in any material respect with the Internal Reorganization Plan. The Sellers and the Company shall keep Parent reasonably informed regarding material actions and documentation related to the Internal Reorganization prior to the implementation, execution or delivery thereof. Each of the Sellers and the Company shall, upon request by Parent, furnish Parent with all information reasonably requested in connection with the Internal Reorganization. The Sellers shall be responsible for and shall pay or cause to be paid in full, effected as of immediately prior to the Closing, all third-party fees, costs, expenses, payments and expenditures arising out of or related to the Internal Reorganization, the implementation or completion thereof, including any termination, severance, notice or redundancy payments payable to Company Employees or other service providers, all termination fees, penalties and similar payments upon the termination of any Contracts with vendors, real estate leases and all other contractual arrangements, and any related fees, costs, expenses, Taxes, payments and expenditures of legal counsel, accountants and other advisors.

Internal Reorganization. The Sellers and Prior to the Company Closing, Parent shall, and shall cause their its Subsidiaries (including the other Sellers and the Business Companies) to, effect and consummate the Internal Reorganization in substantial conformity with transactions as described on the Internal Reorganization Steps Plan, which is incorporated transactions will result in the assets of Parent and its Subsidiaries primarily related to, and the liabilities of Parent and its Subsidiaries to the extent related to, the Business being held by reference hereinthe Business Companies, and the assets of Parent and its Subsidiaries primarily related to, and the liabilities of Parent and its Subsidiaries to the extent related to, the Retained Business being held by Parent and its Subsidiaries other than the Business Companies, in each case immediately prior to the ClosingClosing (the “Internal Reorganization”). From and after Notwithstanding anything to the Agreement Date until the Closingcontrary herein, (i) the Sellers and Parent shall cooperate in good faith be permitted to share information and consult with each other with respect amend or modify the Steps Plan if such amendment or modification is determined by Parent to the actions and steps set forth in the Internal Reorganization Plan, (ii) the Sellers and the Company shall, and the Company shall cause its Subsidiaries, as applicable, to, take such actions and steps as are required be reasonably necessary or appropriate to effect the Internal Reorganization in substantial conformity with the principlestransactions contemplated thereby; provided, termshowever, conditions and timeframes set forth on Exhibit G, except as otherwise permitted with the that Buyer’s prior written consent of Parent (such consent not to be unreasonably withheld, conditioned, withheld or delayed) shall be required with respect to any such amendments or modifications that would reasonably be expected to (i) prevent, materially delay or materially impair the consummation of the Transactions (including by reason of any newly required Consents or other approvals in 56 connection with the Transactions), or (ii) have a material and adverse impact on Buyer or its Affiliates (iiiincluding, but not limited to, with respect to any Tax planning of Buyer and its Affiliates) without or the prior written consent Business or the Business Companies (for the avoidance of doubt, for purposes of determining the impact on Buyer or its Affiliates of any such amendment or modification, Parent’s indemnification obligations hereunder shall be taken into account). In the event the Steps Plan is amended or modified in accordance with this Section 5.08, Parent (shall update Section 9.02(f) of the Parent Disclosure Letter to reflect such consent not amendments or modifications to be unreasonably withheld, conditioned, or delayed), neither the Sellers nor the Company shall take any action or step that is inconsistent in any material respect with the Internal Reorganization Steps Plan. The Sellers Parent shall pay and the Company shall keep Parent reasonably informed regarding material actions and documentation related to the Internal Reorganization prior to the implementation, execution or delivery thereof. Each of the Sellers and the Company shall, upon request by Parent, furnish Parent with bear all information reasonably requested Taxes arising in connection with the Internal Reorganization. The Sellers Reorganization (including any amendment or modification of the Steps Plan in accordance with this Section 5.08), and the Internal Reorganization shall be responsible undertaken in a manner that does not leave Buyer or its Affiliates (including the Business Companies) with any unreimbursed liability for Taxes. Prior to the Closing, Parent will cooperate with any request of Buyer to make such modifications to this Agreement (including, for the avoidance of doubt, the Parent Disclosure Schedule) as are required to permit Buyer to effectuate the acquisition of OpenBet North American Corporation, OpenBet Hellas S.A., and OpenBet New Zealand Limited via a direct purchase of the equity interests of those entities by Buyer (or Buyer’s designated Affiliate) immediately prior to the acquisition of the Transferred Equity Interests of OB Tech Newco Target (rather than Buyer acquiring such entities indirectly via a transfer of the Transferred Equity Interests of OB Tech Newco Target); provided, that in no event will Parent or Buyer be required to agree to make any modifications to the terms of this Agreement pursuant to this sentence to the extent such modification would have material and adverse consequences to Buyer (or its Affiliates) or Parent (or its Affiliates) (and provided that if this Agreement is modified to provide for such a direct purchase, Buyer shall pay make (or cause to be paid in full, prior made) an election under Section 338(g) with respect to each such entity that is directly purchased). The material documentation effecting the Internal Reorganization and the settlement of intercompany positions pursuant to Section 5.17 shall be subject to the Closing, all third-party fees, costs, expenses, payments review and expenditures arising out comment of or related to the Internal Reorganization, the implementation or completion thereof, including any termination, severance, notice or redundancy payments payable to Company Employees or other service providers, all termination fees, penalties and similar payments upon the termination of any Contracts with vendors, real estate leases and all other contractual arrangements, and any related fees, costs, expenses, Taxes, payments and expenditures of legal counsel, accountants and other advisorsBuyer.

Internal Reorganization. The Sellers and Prior to the Company Closing, Parent shall, and shall cause their its Subsidiaries (including the other Sellers and the Business Companies) to, effect and consummate the Internal Reorganization in substantial conformity with transactions as described on the Internal Reorganization Steps Plan, which is incorporated transactions will result in the assets of Parent and its Subsidiaries primarily related to, and the liabilities of Parent and its Subsidiaries to the extent related to, the Business being held by reference hereinthe Business Companies, and the assets of Parent and its Subsidiaries primarily related to, and the liabilities of Parent and its Subsidiaries to the extent related to, the Retained Business being held by Parent and its Subsidiaries other than the Business Companies, in each case immediately prior to the ClosingClosing (the “Internal Reorganization”). From and after Notwithstanding anything to the Agreement Date until the Closingcontrary herein, (i) the Sellers and Parent shall cooperate in good faith be permitted to share information and consult with each other with respect amend or modify the Steps Plan if such amendment or modification is determined by Parent to the actions and steps set forth in the Internal Reorganization Plan, (ii) the Sellers and the Company shall, and the Company shall cause its Subsidiaries, as applicable, to, take such actions and steps as are required be reasonably necessary or appropriate to effect the Internal Reorganization in substantial conformity with the principlestransactions contemplated thereby; provided, termshowever, conditions and timeframes set forth on Exhibit G, except as otherwise permitted with the that Buyer’s prior written consent of Parent (such consent not to be unreasonably withheld, conditioned, withheld or delayed) shall be required with respect to any such amendments or modifications that would reasonably be expected to (i) prevent, materially delay or materially impair the consummation of the Transactions (including by reason of any newly required Consents or other approvals in connection with the Transactions), or (ii) have a material and adverse impact on Buyer or its Affiliates (iiiincluding, but not limited to, with respect to any Tax planning of Buyer and its Affiliates) without or the prior written consent Business or the Business Companies (for the avoidance of doubt, for purposes of determining the impact on Buyer or its Affiliates of any such amendment or modification, Parent’s indemnification obligations hereunder shall be taken into account). In the event the Steps Plan is amended or modified in accordance with this Section 5.08, Parent (shall update Section 9.02(f) of the Parent Disclosure Letter to reflect such consent not amendments or modifications to be unreasonably withheld, conditioned, or delayed), neither the Sellers nor the Company shall take any action or step that is inconsistent in any material respect with the Internal Reorganization Steps Plan. The Sellers Parent shall pay and the Company shall keep Parent reasonably informed regarding material actions and documentation related to the Internal Reorganization prior to the implementation, execution or delivery thereof. Each of the Sellers and the Company shall, upon request by Parent, furnish Parent with bear all information reasonably requested Taxes arising in connection with the Internal Reorganization. The Sellers Reorganization (including any amendment or modification of the Steps Plan in accordance with this Section 5.08), and the Internal Reorganization shall be responsible undertaken in a manner that does not leave Buyer or its Affiliates (including the Business Companies) with any unreimbursed liability for Taxes. Prior to the Closing, Parent will cooperate with any request of Buyer to make such modifications to this Agreement (including, for the avoidance of doubt, the Parent Disclosure Schedule) as are required to permit Buyer to effectuate the acquisition of OpenBet North American Corporation, OpenBet Hellas S.A., and OpenBet New Zealand Limited via a direct purchase of the equity interests of those entities by Buyer (or Buyer’s designated Affiliate) immediately prior to the acquisition of the Transferred Equity Interests of OB Tech Newco Target (rather than Buyer acquiring such entities indirectly via a transfer of the Transferred Equity Interests of OB Tech Newco Target); provided, that in no event will Parent or Buyer be required to agree to make any modifications to the terms of this Agreement pursuant to this sentence to the extent such modification would have material and adverse consequences to Buyer (or its Affiliates) or Parent (or its Affiliates) (and provided that if this Agreement is modified to provide for such a direct purchase, Buyer shall pay make (or cause to be paid in full, prior made) an election under Section 338(g) with respect to each such entity that is directly purchased). The material documentation effecting the Internal Reorganization and the settlement of intercompany positions pursuant to Section 5.17 shall be subject to the Closing, all third-party fees, costs, expenses, payments review and expenditures arising out comment of or related to the Internal Reorganization, the implementation or completion thereof, including any termination, severance, notice or redundancy payments payable to Company Employees or other service providers, all termination fees, penalties and similar payments upon the termination of any Contracts with vendors, real estate leases and all other contractual arrangements, and any related fees, costs, expenses, Taxes, payments and expenditures of legal counsel, accountants and other advisorsBuyer.