Common use of Internal Restructurings Clause in Contracts

Internal Restructurings. (i) Notwithstanding anything herein to the contrary, but subject to Section 2.2, Section 6.3 and Section 6.4, Seller Parent shall, at its sole cost and expense, effective from a date on or prior to the Closing Date, implement the transactions necessary to deliver on the Closing Date the Business and the Purchased Assets in a manner consistent with Section 6.5(f) of the Seller Disclosure Letter (such transactions, as finally described in the Seller Parent Final Plan (as defined below), the “Seller Internal Restructurings”); provided that within seventy-five (75) days of the date hereof, Seller Parent shall deliver to Purchaser Parent for Purchaser Parent’s review and reasonable comment an initial draft of a step plan (the “Seller Parent Preliminary Plan”) setting forth the steps Seller Parent shall undertake to effect the Seller Internal Restructurings; provided, further, that Seller Parent shall (x) consider in good faith any reasonable amendments, modifications or supplements to the Seller Parent Preliminary Plan proposed by Purchaser Parent and Purchaser and (y) shall, to the extent consistent with the principles set forth in Section 6.5(f) of the Seller Disclosure Letter, incorporate the input of Purchaser Parent and Purchaser on the Seller Parent Preliminary Plan (including the timing, structure and other details of such transactions). Subject to the finalization of the Seller Parent Final Plan pursuant to Section 6.5(f)(iii), at least twenty (20) Business Days prior to the Closing, Seller Parent shall provide to Purchaser Parent a list of the U.S. federal tax classification elections for each of the Conveyed Subsidiaries and Subsidiaries thereof as of the Closing, which list shall be true, correct and complete in all material respects and consistent with the Seller Parent Final Plan. (ii) Notwithstanding anything herein to the contrary, but subject to Section 2.2, Section 6.3 and Section 6.4, Purchaser Parent shall, at its sole cost and expense, effective from a date on or prior to the Closing Date and Section 6.3(e)), implement the transactions necessary to deliver on the Closing Date any assets of Purchaser Parent or its Affiliates (other than Purchaser and its Subsidiaries and except for any assets and/or employees based in France or employed by any French Affiliate of Purchaser Parent) transferred to Purchaser or its Subsidiaries in connection with the transactions described herein in a manner consistent with Section 6.5(f) of the Purchaser Parent Disclosure Letter (such transactions, as finally described in the Purchaser Parent Final Plan (as defined below), the “Purchaser Internal Restructurings”); provided that within seventy-five (75) days of the date hereof, Purchaser Parent shall deliver to Seller Parent an initial draft of a step plan (the “Purchaser Parent Preliminary Plan ”, and together with the Seller Parent Preliminary Plan, the “Preliminary Plans”) setting forth steps Purchaser Parent shall undertake to effect the Purchaser Internal Restructurings for Seller Parent’s review and reasonable comment; provided, further, that Purchaser Parent shall (x) consider in good faith any reasonable amendments, modifications or supplements to the Purchaser Parent Preliminary Plan proposed by Seller Parent and (y) Purchaser Parent shall, to the extent consistent with the principles set forth in Section 6.5(f) of the Purchaser Parent Disclosure Letter, incorporate the input of Seller Parent on the Purchaser Parent Preliminary Plan (including the timing, structure and other details of such transactions). Subject to the finalization of the Purchaser Parent Final Plan pursuant to Section 6.5(f)(iv), at least twenty (20) Business Days prior to the Closing, Purchaser Parent shall provide to Seller Parent a list of the U.S. federal tax classification elections for each of Purchaser and its Subsidiaries as of the Closing, which list shall be true, correct and complete in all material respects and consistent with the Purchaser Parent Final Plan. (iii) Following the delivery of the Seller Parent Preliminary Plan, any amendments, modifications or supplements to the Seller Parent Preliminary Plan reasonably proposed by Seller Parent shall be considered in good faith by Purchaser Parent, and the Parties shall negotiate in good faith regarding any such proposed amendments, modifications or supplements to which Purchaser Parent objects. Purchaser Parent’s approval shall be required before the Seller Parent Preliminary Plan becomes final (such approval not to be unreasonably, withheld, conditioned or delayed) (such plan, once finalized pursuant to this Section 6.5(f), the “Seller Parent Final Plan”). For the avoidance of doubt, if no amendments, modifications or supplements are reasonably proposed by Purchaser Parent following the delivery of the Seller Parent Preliminary Plan, the Seller Parent Preliminary Plan shall be the Seller Parent Final Plan. (iv) Following the delivery of the Purchaser Parent Preliminary Plan, any amendments, modifications or supplements to the Purchaser Parent Preliminary Plan reasonably proposed by Purchaser Parent shall be considered in good faith by Seller Parent, and the Parties shall negotiate in good faith regarding any such proposed amendments, modifications or supplements to which Seller Parent objects. Seller Parent’s approval shall be required before the Purchaser Parent Preliminary Plan becomes final (such approval not to be unreasonably, withheld, conditioned or delayed) (such plan, once finalized pursuant to this Section 6.5(f), the “Purchaser Parent Final Plan”). For the avoidance of doubt, if no amendments, modifications or supplements are reasonably proposed by Seller Parent following the delivery of the Purchaser Parent Preliminary Plan, the Purchaser Parent Preliminary Plan shall be the Purchaser Parent Final Plan. (v) Seller Parent and Purchaser Parent each shall, when proposing amendments, modifications and supplements to the Preliminary Plans and when reviewing and considering such proposed amendments, modifications and supplements for their respective approval, act reasonably and in good faith consistent with the principles set forth in Section 6.5(f) of the Seller Disclosure Letter.

Internal Restructurings. (i) Notwithstanding anything herein to the contrary, but subject to Section 2.2, Section 6.3 and Section 6.4, Seller Parent shallshall have the right, at in its sole cost and expensediscretion, effective from a date on or prior to the Closing Date, to (i) implement the transactions necessary to deliver on the Closing Date the Business and the Purchased Assets in a manner consistent with Section 6.5(f) of the Seller Disclosure Letter (such transactions, as finally described in the Seller Parent Final Plan Schedule 4 hereto (as defined below), the “Seller Internal Restructurings”); provided that within seventy-five (75) days of the date hereof, Seller Parent shall deliver to Purchaser Parent for Purchaser Parent’s review and reasonable comment an initial draft of a step plan (the “Seller Parent Preliminary Plan”) setting forth the steps Seller Parent shall undertake to effect the Seller Internal Restructurings; provided, further, that Seller Parent shall (x) consult with and consider in good faith any reasonable amendments, modifications or supplements to the Seller Parent Preliminary Plan proposed by Purchaser Parent and Purchaser and (y) shall, to the extent consistent with the principles set forth in Section 6.5(f) of the Seller Disclosure Letter, incorporate the input of Purchaser Parent and Purchaser on the Seller Parent Preliminary Plan (including the timing, structure and other details of such transactions). Subject to the finalization of the Seller Parent Final Plan pursuant to Section 6.5(f)(iii), at least twenty (20) Business Days prior to the Closing, Seller Parent shall provide to Purchaser Parent a list of the U.S. federal tax classification elections for each of the Conveyed Subsidiaries and Subsidiaries thereof as of the Closing, which list shall be true, correct and complete in all material respects and consistent with the Seller Parent Final Plan. (ii) Notwithstanding anything herein to the contraryotherwise restructure any Conveyed Subsidiary, but subject to Section 2.2Asset Seller or Share Seller, Section 6.3 and Section 6.4including by transferring any stock, Purchaser Parent shallassets, at its sole cost and expense, effective from a date on employee or prior to the Closing Date and Section 6.3(e)other interests held by (or in) any Conveyed Subsidiary (or Subsidiary thereof), implement Asset Seller or Share Seller as the transactions necessary to deliver on the Closing Date any assets of Purchaser Parent or its Affiliates case may be (other than Purchaser and its Subsidiaries and except for any assets and/or employees based in France or employed by any French Affiliate of Purchaser Parent) transferred to Purchaser or its Subsidiaries in connection with the transactions described herein in a manner consistent with Section 6.5(f) of the Purchaser Parent Disclosure Letter (such transactions, as finally described in the Purchaser Parent Final Plan (as defined below), the “Purchaser Internal Restructurings”); provided that within seventy-five (75) days of the date hereof, Purchaser Parent shall deliver to Seller Parent an initial draft of a step plan (the “Purchaser Parent Preliminary Plan ”, and together with the Seller Parent Preliminary Plan, the “Preliminary Plans”) setting forth steps Purchaser Parent shall undertake to effect the Purchaser Internal Restructurings for Seller Parent’s review and reasonable comment; provided, further, that Purchaser Parent shall (x) consider in good faith any reasonable amendments, modifications or supplements to the Purchaser Parent Preliminary Plan proposed by Seller Parent and (y) Purchaser Parent shall, to the extent consistent with the principles set forth in Section 6.5(f) of the Purchaser Parent Disclosure Letter, incorporate the input of Seller Parent on the Purchaser Parent Preliminary Plan (including the timing, structure and other details of such transactions). Subject to the finalization of the Purchaser Parent Final Plan pursuant to Section 6.5(f)(iv), at least twenty (20) Business Days prior to the Closing, Purchaser Parent shall provide to Seller Parent a list of the U.S. federal tax classification elections for each of Purchaser and its Subsidiaries as of the Closing, which list shall be true, correct and complete in all material respects and consistent with the Purchaser Parent Final Plan. (iii) Following the delivery of the Seller Parent Preliminary Plan, any amendments, modifications or supplements to the Seller Parent Preliminary Plan reasonably proposed by Seller Parent shall not engage in any Internal Restructuring described in clause (ii) without obtaining the prior written consent of Purchaser, which consent shall not be considered in good faith by Purchaser Parent, and the Parties shall negotiate in good faith regarding any such proposed amendments, modifications or supplements to which Purchaser Parent objects. Purchaser Parent’s approval shall be required before the Seller Parent Preliminary Plan becomes final (such approval not to be unreasonably, unreasonably withheld, conditioned or delayed, it being understood that it would not be reasonable for Purchaser to withhold, condition or delay its consent if such Internal Restructuring would not impair in any manner or have any adverse impact on (x) the Business or the Purchased Assets or the anticipated value to Purchaser of such Business or Purchased Assets (such plan, once finalized in a manner more adverse than any impairment or impact that would have otherwise resulted had the action or transaction been effected in accordance with the transactions contemplated pursuant to this Section 6.5(fclause (i) above), (y) the “Seller Parent Final Plan”). For right and ability of Purchaser and any applicable Purchaser Designated Affiliate to own and operate the avoidance of doubt, if no amendments, modifications or supplements are reasonably proposed by Purchaser Parent Business and the Purchased Assets following the delivery Closing, or (z) the ability of the Seller Parent Preliminary Plan, the Seller Parent Preliminary Plan shall be the Seller Parent Final Plan. (iv) Following the delivery of the Purchaser Parent Preliminary Plan, any amendments, modifications or supplements to the Purchaser Parent Preliminary Plan reasonably proposed by Purchaser Parent shall be considered in good faith by Seller Parent, the Share Sellers and the Parties shall negotiate Asset Sellers to consummate the Closing in good faith regarding any such proposed amendments, modifications or supplements to which Seller Parent objects. Seller Parent’s approval shall be required before the Purchaser Parent Preliminary Plan becomes final (such approval not to be unreasonably, withheld, conditioned or delayed) (such plan, once finalized pursuant to this Section 6.5(f), the “Purchaser Parent Final Plan”). For the avoidance of doubt, if no amendments, modifications or supplements are reasonably proposed by Seller Parent following the delivery of the Purchaser Parent Preliminary Plan, the Purchaser Parent Preliminary Plan shall be the Purchaser Parent Final Plan. (v) Seller Parent and Purchaser Parent each shall, when proposing amendments, modifications and supplements to the Preliminary Plans and when reviewing and considering such proposed amendments, modifications and supplements for their respective approval, act reasonably and in good faith consistent accordance with the principles set forth in Section 6.5(f) terms of the Seller Disclosure Letterthis Agreement.

Internal Restructurings. (i) Notwithstanding anything herein to the contrary, but subject to Section 2.2, Section 6.3 and Section 6.4, Seller Parent shallshall have the right, at in its sole cost and expensediscretion, effective from a date on or prior to the Closing Date, to (i) implement the transactions necessary to deliver on the Closing Date the Business and the Purchased Assets in a manner consistent with Section 6.5(f) of the Seller Disclosure Letter (such transactions, as finally described in the Seller Parent Final Plan Schedule 4 hereto (as defined below), the “Seller Internal Restructurings”); provided that within seventy-five (75) days of the date hereof, Seller Parent shall deliver to Purchaser Parent for Purchaser Parent’s review and reasonable comment an initial draft of a step plan (the “Seller Parent Preliminary Plan”) setting forth the steps Seller Parent shall undertake to effect the Seller Internal Restructurings; provided, further, that Seller Parent shall (x) consult with and consider in good faith any reasonable amendments, modifications or supplements to the Seller Parent Preliminary Plan proposed by Purchaser Parent and Purchaser and (y) shall, to the extent consistent with the principles set forth in Section 6.5(f) of the Seller Disclosure Letter, incorporate the input of Purchaser Parent and Purchaser on the Seller Parent Preliminary Plan (including the timing, structure and other details of such transactions). Subject to the finalization of the Seller Parent Final Plan pursuant to Section 6.5(f)(iii), at least twenty (20) Business Days prior to the Closing, Seller Parent shall provide to Purchaser Parent a list of the U.S. federal tax classification elections for each of the Conveyed Subsidiaries and Subsidiaries thereof as of the Closing, which list shall be true, correct and complete in all material respects and consistent with the Seller Parent Final Plan. (ii) Notwithstanding anything herein to the contraryotherwise restructure any Conveyed Subsidiary, but subject to Section 2.2Asset Seller or Share Seller, Section 6.3 and Section 6.4including by transferring any stock, Purchaser Parent shallassets, at its sole cost and expense, effective from a date on employee or prior to the Closing Date and Section 6.3(e)other interests held by (or in) any Conveyed Subsidiary (or Subsidiary thereof), implement Asset Seller or Share Seller as the transactions necessary to deliver on the Closing Date any assets of Purchaser Parent or its Affiliates case may be (other than Purchaser and its Subsidiaries and except for any assets and/or employees based in France or employed by any French Affiliate of Purchaser Parent) transferred to Purchaser or its Subsidiaries in connection with the transactions described herein in a manner consistent with Section 6.5(f) of the Purchaser Parent Disclosure Letter (such transactions, as finally described in the Purchaser Parent Final Plan (as defined below), the “Purchaser Internal Restructurings”); provided that within seventy-five (75) days of the date hereof, Purchaser Parent shall deliver to Seller Parent an initial draft of a step plan (the “Purchaser Parent Preliminary Plan ”, and together with the Seller Parent Preliminary Plan, the “Preliminary Plans”) setting forth steps Purchaser Parent shall undertake to effect the Purchaser Internal Restructurings for Seller Parent’s review and reasonable comment; provided, further, that Purchaser Parent shall (x) consider in good faith any reasonable amendments, modifications or supplements to the Purchaser Parent Preliminary Plan proposed by Seller Parent and (y) Purchaser Parent shall, to the extent consistent with the principles set forth in Section 6.5(f) of the Purchaser Parent Disclosure Letter, incorporate the input of Seller Parent on the Purchaser Parent Preliminary Plan (including the timing, structure and other details of such transactions). Subject to the finalization of the Purchaser Parent Final Plan pursuant to Section 6.5(f)(iv), at least twenty (20) Business Days prior to the Closing, Purchaser Parent shall provide to Seller Parent a list of the U.S. federal tax classification elections for each of Purchaser and its Subsidiaries as of the Closing, which list shall be true, correct and complete in all material respects and consistent with the Purchaser Parent Final Plan. (iii) Following the delivery of the Seller Parent Preliminary Plan, any amendments, modifications or supplements to the Seller Parent Preliminary Plan reasonably proposed by Seller Parent shall not engage in any Internal Restructuring described in clause (ii) without obtaining the prior written consent of Purchaser, which consent shall not be considered in good faith by Purchaser Parent, and the Parties shall negotiate in good faith regarding any such proposed amendments, modifications or supplements to which Purchaser Parent objects. Purchaser Parent’s approval shall be required before the Seller Parent Preliminary Plan becomes final (such approval not to be unreasonably, unreasonably withheld, conditioned or delayed, it being understood that it would not be reasonable for Purchaser to withhold, condition or delay its consent if such Internal Restructuring would not impair in any manner or have any adverse impact on (x) the Business or the Purchased Assets or the anticipated value to Purchaser of such Business or Purchased Assets (such plan, once finalized in a manner more adverse than any impairment or impact that would have otherwise resulted had the action or transaction been effected in accordance with the transactions contemplated pursuant to this Section 6.5(fclause (i) above), (y) the “Seller Parent Final Plan”). For right and ability of Purchaser and any applicable Purchaser Designee to own and operate the avoidance of doubt, if no amendments, modifications or supplements are reasonably proposed by Purchaser Parent Business and the Purchased Assets following the delivery Closing, or (z) the ability of the Seller Parent Preliminary Plan, the Seller Parent Preliminary Plan shall be the Seller Parent Final Plan. (iv) Following the delivery of the Purchaser Parent Preliminary Plan, any amendments, modifications or supplements to the Purchaser Parent Preliminary Plan reasonably proposed by Purchaser Parent shall be considered in good faith by Seller Parent, the Share Sellers and the Parties shall negotiate Asset Sellers to consummate the Closing in good faith regarding any such proposed amendments, modifications or supplements to which Seller Parent objects. Seller Parent’s approval shall be required before the Purchaser Parent Preliminary Plan becomes final (such approval not to be unreasonably, withheld, conditioned or delayed) (such plan, once finalized pursuant to this Section 6.5(f), the “Purchaser Parent Final Plan”). For the avoidance of doubt, if no amendments, modifications or supplements are reasonably proposed by Seller Parent following the delivery of the Purchaser Parent Preliminary Plan, the Purchaser Parent Preliminary Plan shall be the Purchaser Parent Final Plan. (v) Seller Parent and Purchaser Parent each shall, when proposing amendments, modifications and supplements to the Preliminary Plans and when reviewing and considering such proposed amendments, modifications and supplements for their respective approval, act reasonably and in good faith consistent accordance with the principles set forth in Section 6.5(f) terms of the Seller Disclosure Letterthis Agreement.