Common use of Pre-Acquisition Reorganization Clause in Contracts

Pre-Acquisition Reorganization. Upon request by the Offeror, the Company shall (i) effect such reorganizations of its business, operations and assets or such other transactions as the Offeror may request, acting reasonably (each a "Pre-Acquisition Reorganization") and (ii) co-operate with the Offeror 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: (A) does not result in any breach by the Company of any existing contract or commitment of the Company or any Law; (B) is not prejudicial to the Company in any material respect; (C) does not result in any breach by the Company of any of its covenants, representations or warranties under this Agreement (unless the Offeror has waived such breach in respect of such request) and is not materially prejudicial to the Shareholders. The Offeror shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least ten (10) Business Days prior to the Expiry Time. Upon receipt of such notice, the Offeror and the Company shall work co-operatively and use commercially reasonable efforts to prepare prior to the Expiry Time all documentation necessary and do all such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization. The completion of any such Pre-Acquisition Reorganization shall be effected immediately prior to any take-up by the Offeror of Shares tendered to the Offer. In the event that Offeror does not take up and pay for the Shares deposited under the Offer, Offeror will reimburse the Company for all direct and indirect costs and liabilities of the Company incurred in connection with the Pre-Acquisition Reorganization (including implementation costs, employment costs, Taxes, costs, including incremental Tax costs, incurred to unwind any such transaction and expenses for filing fees and legal, accounting and other advisers), if any.

Pre-Acquisition Reorganization. Upon request by the Offeror(a) The Company shall, the Company and shall (i) effect such reorganizations cause each of its businessSubsidiaries, operations and assets or to take such other transactions as actions prior to the Offeror may requestClosing Date (each, acting reasonably (each a "“Pre-Acquisition Reorganization"Reorganization Activity”) and (ii) co-operate with the Offeror 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 Buyer or Sellers may reasonably request, to be undertaken; effective and completed on or immediately prior to the Closing Date, provided that the Pre-Acquisition Reorganizations: (A) does Reorganization Activity would not be reasonably likely to impair or delay the consummation of the transactions described herein, or be reasonably likely to result in any breach by the Company of any existing contract adverse financial, tax or commitment of the Company other consequence for Sellers or any Law; (B) is not prejudicial to the Company in any material respect; (C) does not result in any breach by the Company of any of its covenantsBuyer, representations or warranties under this Agreement (unless the Offeror has waived such breach in respect of such request) and is not materially prejudicial to the Shareholdersrespectively. The Offeror shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least ten (10) Business Days prior to the Expiry Time. Upon receipt of such notice, the Offeror and the Company shall work co-operatively and use commercially reasonable efforts to prepare prior to the Expiry Time all documentation necessary and do all such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization. The completion of any No such Pre-Acquisition Reorganization shall Activity shall, if taken as requested, be effected immediately prior considered to any take-up by the Offeror of Shares tendered to the Offer. In the event that Offeror does not take up and pay for the Shares deposited under the Offer, Offeror will reimburse the Company for all direct and indirect costs and liabilities constitute a breach of the Company incurred in connection with representations or warranties or covenants hereunder. Without limiting the foregoing, a “Pre-Acquisition Reorganization Activity” may include any internal reorganizations, liquidations, contributions or consolidations of the Group Companies, or a capitalization, transfer or cancellation of any intercompany debt requested to be capitalized, transferred or cancelled by Buyer. Buyer shall be obligated to pay all out-of-pocket fees and expenses (including implementation costsany incremental Taxes) of Sellers and Sellers’ Affiliates and shareholders in connection with any Pre-Acquisition Reorganization Activity requested by Buyer. Notwithstanding any other provision of this Agreement, employment costs, Taxes, costs, including incremental Tax costs, incurred any amounts for which Buyer is obligated to unwind pay pursuant to the previous sentence shall not be taken into account in determining any such transaction purchase price adjustment pursuant to Section 2.3. Sellers shall be obligated to pay all out-of-pocket fees and expenses for filing fees (including any incremental Taxes) of Buyer, Buyer’s Affiliates and legal, accounting and other advisers), if anythe Group Companies in connection with any Pre-Acquisition Reorganization Activity requested by Sellers.

Pre-Acquisition Reorganization. Upon The Company agrees that, upon request by the OfferorBuyer, the Company shall use commercially reasonable efforts to: (i) effect such reorganizations of its businessthe Company’s or Subsidiary’s corporate structure, capital structure, business operations and assets or such other transactions as the Offeror Buyer may request, acting reasonably (each each, a "“Pre-Acquisition Reorganization") ”), provided such Pre-Acquisition Reorganizations do not result in any detriment to either Company or any of the Subsidiaries in the reasonable opinion of the Company’s tax advisors; and (ii) co-operate with the Offeror Buyer 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: (A) does not result in any breach by the Company of any existing contract or commitment of the Company or any Law; (B) is not prejudicial to the Company in any material respect; (C) does not result in any breach by the Company of any of its covenants, representations or warranties under this Agreement (unless the Offeror has waived such breach in respect of such request) and is not materially prejudicial to the Shareholders. The Offeror shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least ten (10) Business Days prior to the Expiry Time. Upon receipt of such notice, the Offeror and the Company shall work co-operatively and use commercially reasonable efforts to prepare prior to the Expiry Time all documentation necessary and do all such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization. The completion of any such Pre-Acquisition Reorganization shall be effected immediately prior to any take-up by the Offeror of Shares tendered to the Offer. In the event that Offeror the completion of the Arrangement does not take up and pay for the Shares deposited occur as contemplated under the Offerthis Agreement, Offeror will reimburse the Company and the Subsidiaries shall be reimbursed for all direct their legal and indirect costs accounting fees and liabilities expenses paid to third parties as are reasonably incurred implementing any Pre-Acquisition Reorganization, and for such legal and accounting fees and expenses paid to third parties as are reasonably incurred in unwinding any steps taken by the Company or the Subsidiaries in furtherance thereof. In the event that the completion of the Arrangement does occur as contemplated under this Agreement, any of the foregoing legal fees and expenses and any liability for Taxes incurred by the Company incurred in connection with or the Subsidiaries arising as a result of a Pre-Acquisition Reorganization (including implementation costsor any part thereof shall be treated for purposes of this Agreement as having not been incurred, employment costsit being agreed that the Shareholders, Taxes, costs, including incremental Tax costs, incurred to unwind any such transaction the Company and expenses for filing fees and legal, accounting and other advisers), if anythe Subsidiaries should not be disadvantaged as a result of proceeding with a Pre-Acquisition Reorganization.