Common use of Pre-Acquisition Reorganization Clause in Contracts

Pre-Acquisition Reorganization. TMX Group agrees that, upon request by LSEG, TMX Group shall, and shall cause each of its Subsidiaries to, (a) effect such reorganizations of TMX Group’s or its Subsidiaries’ business, operations and assets or such other transactions as LSEG may reasonably request, acting reasonably (each a “Pre-Acquisition Reorganization”) and (b) co-operate with LSEG and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they might most effectively be undertaken; provided that the Pre-Acquisition Reorganizations are not, in the opinion of TMX Group acting reasonably, prejudicial to TMX Group or the TMX Group Shareholders in any material respect. LSEG shall provide written notice to TMX Group of any proposed Pre-Acquisition Reorganization at least thirty (30) Business Days prior to the Effective Date (or such longer period as may be necessary to take account of any regulatory approvals required in connection with such Pre-Acquisition Reorganization). Upon receipt of such notice, LSEG and TMX Group shall work co-operatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do all such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, and any such Pre-Acquisition Reorganization shall occur as close to the Effective Time as is practical. If the Arrangement is not completed, other than due to a termination described in Sections 7.2(a)(iii)(A), 7.2(a)(iii)(B) or 7.2(a)(iv)(C), LSEG shall (a) reimburse TMX Group for all costs and expenses, including reasonable legal fees and disbursements, incurred in connection with any proposed Pre- Acquisition Reorganization; and (b) indemnify TMX Group for any adverse consequences resulting from any Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. TMX Group Subject to the following sentences, the Company agrees that, upon request by LSEGParent, TMX Group the Company shall, and shall cause each of its Subsidiaries to, (a) at the expense of Parent, use its best efforts to effect such reorganizations the reorganization of TMX Group’s or its Subsidiaries’ business, operations operations, subsidiaries and assets or such other transactions as LSEG may reasonably request, acting reasonably disclosed in writing to the Company prior to the execution of this Agreement (each a the “Pre-Acquisition Reorganization”) or such other reorganization as Parent may reasonably request prior to the Effective Date, and (b) co-operate with LSEG and its advisors in order to determine the nature Plan of Arrangement, if required, shall be modified accordingly; provided, however, that the Company need not effect an amended or new Pre-Acquisition Reorganizations that might be undertaken and the manner in Reorganization, which they might most effectively be undertaken; provided that the Pre-Acquisition Reorganizations are not, in the opinion of TMX Group the Company, acting reasonably, prejudicial (i) would require the Company to TMX Group obtain the approval of the Shareholders in respect of such Pre-Acquisition Reorganization other than at the Meeting, (ii) would prejudice the Shareholders or the TMX Group Shareholders Optionholders in any material respect, (iii) would impede or materially delay or prevent the consummation of the Transactions (including by giving rise to litigation by third parties ), and (iv) is materially different than the proposed Pre-Acquisition Reorganization disclosed in writing to the Company prior to the execution of this Agreement. LSEG Parent shall provide written notice to TMX Group the Company of any amendments to the proposed Pre-Acquisition Reorganization at least thirty (30) Business Days ten days prior to the anticipated Effective Date (or such longer period as may be necessary to take account of any regulatory approvals required in connection with such Pre-Acquisition Reorganization)Time. Upon receipt of such notice, LSEG the Parent and TMX Group shall the Company shall, at the expense of the Parent, work co-operatively cooperatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do all such other acts and things as are necessary to give effect to such any Pre-Acquisition ReorganizationReorganizations. No Pre-Acquisition Reorganization will be made effective unless (i) it is reasonably certain, and any after consulting with the Company, that the Arrangement will become effective; (ii) such Pre-Acquisition Reorganization shall occur as close to can be reversed or unwound without adversely affecting the Effective Time as Company or its Subsidiaries in the event the Arrangement does not become effective and this Agreement is practicalterminated; or (iii) the Company otherwise reasonably agrees. If the Arrangement is not completed, other than due to a termination described in Sections 7.2(a)(iii)(A), 7.2(a)(iii)(B) or 7.2(a)(iv)(C), LSEG Parent shall (a) forthwith reimburse TMX Group the Company for all costs reasonable fees and expenses (including any professional fees and expenses) incurred by the Company and the Subsidiaries in considering or effecting a Pre-Acquisition Reorganization and shall be responsible for any costs, including reasonable legal fees fees, expenses, damages or other amounts that are or may become payable by of the Company and disbursements, incurred its Subsidiaries in connection with any proposed Pre- Acquisition Reorganization; and (b) indemnify TMX Group for any adverse consequences resulting from or as a result of reversing or unwinding any Pre-Acquisition ReorganizationReorganization that was effected or undertaken prior to termination of this Agreement at Parent’s request. The obligation of Parent to reimburse the Company for fees and expenses and be responsible for costs and other amounts as set out in this Section will be in addition to any other payment Parent may be obligated to make hereunder and will survive termination of this Agreement. The completion of the Pre-Acquisition Reorganization shall not be a condition to completion of the Arrangement.

Pre-Acquisition Reorganization. TMX Group The Company agrees that, upon request by LSEGParent, TMX Group which request shall not be made before Parent shall have confirmed that all conditions in Sections 4.1 and 4.2 have been satisfied or waived by Parent, the Company shall, and shall cause each of its Subsidiaries to, at the expense of Parent, use reasonable efforts to (ai) effect such reorganizations of TMX Group’s or its Subsidiaries’ business, operations and assets or such other transactions immediately before the Effective Time as LSEG Parent may reasonably request, acting reasonably (each a “Pre-Acquisition Reorganization”) and (bii) co-operate cooperate with LSEG Parent and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they might most effectively be undertaken; provided undertaken for the purpose of facilitating a post-Closing transition and reducing costs. Parent acknowledges and agrees that the Pre-Acquisition Reorganizations are notshall (A) not delay or prevent consummation of the Arrangement (including by giving rise to litigation by third parties) or (B) not be considered in determining whether a representation or warranty of the Company hereunder has been breached, in it being acknowledged by Parent that these actions could require the opinion consent of TMX Group acting reasonably, prejudicial to TMX Group or the TMX Group Shareholders in any material respectthird parties under applicable Contracts. LSEG Parent shall provide written notice in writing to TMX Group of the Company any proposed Pre-Acquisition Reorganization proposed by Parent at least thirty (30) Business Days 21 days prior to the Effective Date (or such longer period as may be necessary to take account of any regulatory approvals required in connection with such Pre-Acquisition Reorganization)Time. Upon receipt of such noticeproposal, LSEG Parent and TMX Group shall the Company shall, at the expense of Parent, work co-operatively cooperatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and the Company shall use reasonable efforts and its own independent judgment to do all such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, and Reorganizations immediately before the Effective Time. The parties shall seek to have any such Pre-Acquisition Reorganization shall occur as close to made effective immediately before the Effective Time as is practical. If the Arrangement is not completed, other than due to a termination described (but after Parent shall have confirmed that all conditions in Sections 7.2(a)(iii)(A4.1 and 4.2 have been satisfied or waived by Parent), 7.2(a)(iii)(B) or 7.2(a)(iv)(C)and in any event, LSEG shall (a) reimburse TMX Group for all costs and expenses, including reasonable legal fees and disbursements, incurred in connection with any proposed Pre- Acquisition Reorganization; and (b) indemnify TMX Group for any adverse consequences resulting from any no Pre-Acquisition ReorganizationReorganization shall be a condition to completion of the Arrangement.

Pre-Acquisition Reorganization. TMX Group (a) Red Back agrees that, upon request by LSEGKinross, TMX Group Red Back shall, and shall cause each of its Subsidiaries to, (ai) effect such reorganizations of TMX GroupRed Back’s or its Subsidiaries’ business, operations and assets or such other transactions as LSEG Kinross may reasonably request, acting reasonably (each a “Pre-Acquisition Reorganization”) and (bii) co-operate with LSEG Kinross and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they might most effectively be undertaken; provided that the Pre-Acquisition Reorganizations are not, in the opinion of TMX Group Red Back, acting reasonably, reasonably prejudicial to TMX Group Red Back or the TMX Group Red Back Shareholders in any material respect. LSEG Kinross shall provide written notice to TMX Group Red Back of any proposed Pre-Acquisition Reorganization at least thirty ten (3010) Business Days business days prior to the Effective Date (or such longer period as may be necessary to take account of any regulatory approvals required in connection with such Pre-Acquisition Reorganization)Time. Upon receipt of such notice, LSEG Kinross and TMX Group Red Back shall work co-operatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do all such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, and any such Pre-Acquisition Reorganization shall occur as close to the Effective Time as is practical. If Kinross does not acquire all of the Arrangement is Red Back Shares not completedalready owned by it, other than due to a termination described in Sections 7.2(a)(iii)(A), 7.2(a)(iii)(B) or 7.2(a)(iv)(C), LSEG Kinross shall (ai) reimburse TMX Group Red Back for all reasonable costs and expenses, including reasonable legal fees and disbursements, incurred in connection with any proposed Pre- Pre-Acquisition Reorganization; and (bii) indemnify TMX Group Red Back for any adverse consequences resulting from any Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. TMX Group (a) Minefinders agrees that, upon request by LSEGPan American, TMX Group Minefinders shall, and shall cause each of its Subsidiaries to, : (ai) effect such reorganizations of TMX Group’s Minefinders or its Subsidiaries’ business, operations and assets or such other transactions as LSEG Pan American may reasonably request, acting reasonably (each a “Pre-Acquisition Reorganization”) ); and (bii) co-operate with LSEG Pan American and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they might most effectively be undertaken; provided provided, however, that the Pre-Acquisition Reorganizations (A) are not, in the opinion of TMX Group Minefinders, acting reasonably, prejudicial to TMX Group Minefinders or the TMX Group Minefinders Shareholders in any material respect; (B) do not interfere with the operations of Minefinders and its Subsidiaries in the ordinary course; or (C) do not impede or materially delay the consummation of the Arrangement (including any delays caused by the necessity to seek required Regulatory Approvals or third party approvals). LSEG Pan American shall provide written notice to TMX Group Minefinders of any proposed Pre-Acquisition Reorganization at least thirty ten (3010) Business Days business days prior to the Effective Date (or such longer period as may be necessary to take account of any regulatory approvals required in connection with such Pre-Acquisition Reorganization)Time. Upon receipt of such notice, LSEG Pan American and TMX Group Minefinders shall work co-operatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do all such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, and any such Pre-Acquisition Reorganization shall occur as close to the Effective Time as is practical. If Pan American does not acquire all of the Arrangement is not completedMinefinders Shares, other than due to a termination described in Sections 7.2(a)(iii)(A), 7.2(a)(iii)(B) or 7.2(a)(iv)(C), LSEG shall Pan American shall: (ai) reimburse TMX Group Minefinders for all costs and expenses, including reasonable legal fees and disbursements, reasonably incurred in connection with any proposed Pre-Acquisition Reorganization or reversing or voiding any Pre- Acquisition Reorganization; , and (bii) indemnify TMX Group Minefinders for any adverse consequences direct losses suffered (including Taxes), resulting from from, or in connection with, with any proposed Pre-Acquisition Reorganization or reversing or voiding any Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. TMX Group agrees Each of the Corporation and the Partnership Entities agree that, upon request by LSEGthe Purchaser, TMX Group they shall, and shall (to the extent within its control) cause each of its Subsidiaries to, Partnership Subsidiary to use all commercially reasonable efforts to (a) effect such reorganizations of TMX Groupthe Partnership’s or its Subsidiaries’ any Partnership Subsidiary’s business, operations and assets or such other transactions transaction as LSEG the Purchaser may reasonably request, acting reasonably request (each a “Pre-Acquisition Reorganization”) ), and (b) co-operate with LSEG the Purchaser and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they might most effectively be undertakenundertaken (including cooperation with the Purchaser to confirm and provide support for all non-capital loss, net capital loss, adjusted cost base and other tax attributes of the Corporation, the Partnership Entities and the Partnership Subsidiaries that may be necessary in connection with any Pre-Closing Reorganization); provided that the Corporation, the Partnership Entities and the Partnership Subsidiaries shall not be required to effect any Pre-Acquisition Reorganizations are not, in the opinion of TMX Group acting reasonably, Reorganization that (i) would be prejudicial to TMX Group or the TMX Group Shareholders in any material respectrespect to any of the Partnership Entities, the Corporation, the Partnership Unitholders, the Corporation Shareholders, CPEL, the holders of the Cumulative Redeemable Preferred Shares, Series 1, Cumulative Rate Reset Preferred Shares, Series 2, or Cumulative Floating Rate Preferred Shares, Series 3 of CPEL, the holders of 5.87% Senior Notes due August 15, 2017 and 5.97% Senior Notes due August 15, 2019 issued by CPI Power (US) GP, the holders of 5.9% Senior Notes due July 15, 2014 issued by Xxxxxx Xxxxxx LLC or the holders of the 5.95% medium term notes due June 23, 2036 issued by the Partnership; (ii) would materially delay, impair or impede the completion of the Arrangement; (iii) would unreasonably interfere in the ongoing operations of the Partnership Entities or any of the Partnership Subsidiaries; or (iv) would require the Partnership Entities or any Partnership Subsidiary to contravene any Laws or their respective organization documents. LSEG The Purchaser shall provide written notice to TMX Group the Corporation and the Partnership Entities of any proposed Pre-Acquisition Reorganization at least thirty (30) 15 Business Days prior to the anticipated Effective Date (or such longer period as may be necessary to take account of any regulatory approvals required in connection with such Pre-Acquisition Reorganization)Date. Upon receipt of such notice, LSEG the Purchaser, the Corporation and TMX Group the Partnership Entities shall at the expense of the Purchaser, work co-operatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do all such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, and any such Pre-Acquisition Reorganization shall occur as close to the Effective Time as is practical. If Notwithstanding the foregoing, the Corporation and the Partnership Entities shall not be required to effect a Pre-Acquisition Reorganization unless they have received an appropriate indemnity indemnifying them for all costs, expenses and losses which they may suffer as a result of such Pre-Acquisition Reorganization, including in connection with the full or partial unwind of any Pre-Acquisition Reorganization, if after participating fully or partially in any Pre-Acquisition Reorganization the Arrangement is not completed, completed other than due to a termination described in Sections 7.2(a)(iii)(ASection 6.3(c)(i), 7.2(a)(iii)(B(ii) or 7.2(a)(iv)(C(iii). Without limiting the generality of the foregoing, LSEG none of the representations, warranties or covenants of the Partnership Entities or the Corporation shall (a) reimburse TMX Group for all costs and expensesbe deemed to apply to, including reasonable legal fees and disbursementsor deemed breached or violated by or as a result of, incurred in connection with any proposed Pre- Acquisition Reorganization; and (b) indemnify TMX Group for any adverse consequences resulting from any Pre-Acquisition Reorganizationof the transactions requested by the Purchaser pursuant to this Section 4.20.