Common use of Pre-Closing Reorganization Clause in Contracts

Pre-Closing Reorganization. Buyer agrees that any or all of the Sellers may, at any time before Closing, implement a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing Reorganization.

Pre-Closing Reorganization. Within 90 days following the date of this Agreement, Seller Parent shall deliver to Buyer agrees that any or all of the Sellers may, at any time before Closing, implement Parent a reorganization (“draft Pre-Closing Reorganization”) Reorganization Plan. Pursuant to the principles set forth on Exhibit C and upon the terms and subject to the conditions set forth in this Agreement (it being understood that in the manner described at SCHEDULE T, provided that event of any new shareholders arising as a result of such reorganization will be bound by inconsistencies or conflicts between the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on Agreement and the terms and conditions contained hereinset forth on Exhibit C, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding Agreement shall prevail, except to the consideration extent the Parties have mutually agreed otherwise in writing), between the date hereof and the Closing: (x) Seller Parent and Buyer Parent shall use their reasonable efforts to agree a definitive steps plan for the sale and purchase of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together Business, in accordance with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization Plan, cooperating in good faith with respect to the transactions set forth in such steps plan; and (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement)y) Seller Parent shall, and access shall cause its Affiliates, as applicable, to, take such steps as are required to all relevant documentation relating to such effect the Pre-Closing ReorganizationReorganization in compliance in all respects with the terms of Exhibit C. The Parties agree to work together in good faith to finalize and implement the Pre-Closing Reorganization Plan in a mutually acceptable manner. Each of Buyer Parent and Seller Parent shall, upon request by the other, furnish the other with all information reasonably requested in connection with the Pre-Closing Reorganization Plan concerning itself, the Pre-Closing Reorganization Plan and such other matters as may be reasonably necessary or advisable. Seller Parent shall make any modification to the steps plan referred to in clause (x) of the previous sentence and the Pre-Closing Reorganization that is reasonably requested by Buyer Parent (“Buyer-Requested Modifications”). The details of and the implementation of the Pre-Closing Reorganization Plan will be controlled by Seller Parent after full consideration to the views of Buyer Parent. Unless a different timing is called for in the Pre-Closing Reorganization Plan, the Seller Parent shall commence all necessary steps to implement the Pre-Closing Reorganization Plan no later than the seventh Business Day prior to the Closing and shall complete the Pre-Closing Reorganization Plan by no later than the third Business Day prior to the Closing.

Pre-Closing Reorganization. Buyer agrees that any or all The Sellers shall, at the sole cost and expense of the Sellers mayBuyers, at any time before Closingcause the QNX Entities to effect such reorganizations of the business, implement operations and assets of the QNX Entities (each a reorganization (“Pre-Closing Acquisition Reorganization”) in prior to or as of Closing as set forth on Schedule 5.11 of the manner described at SCHEDULE TDisclosure Letter and shall use commercially reasonable efforts to effect such other Pre-Acquisition Reorganizations as the Buyers may request, acting reasonably and to which Sellers consent (such consent not to be unreasonably withheld), provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: Acquisition Reorganization (a) will not have be prejudicial to the effect Sellers; (b) is not prejudicial to the QNX Entities in the event that Closing is not completed; (c) will not result in any breach by the Sellers of imposing any incremental obligations for of its representations, warranties, covenants and agreements under this Agreement or the other Transaction Documents (except if the Buyers waive in writing such breach); (d) will not require any material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, or permit from, any Governmental Authority; (e) is not reasonably expected by the Sellers to result in any additional Taxes for the Buyer, Sellers or any of the Holdcos, QNX Entities (whether or not the Corporation or the Subsidiaries; Closing is completed) and (bf) will not have an adverse effect on Holdcosresult in any delay in the completion of the transactions contemplated by this Agreement and the Transaction Documents. The Buyers shall provide the Sellers with written notice of any proposed Pre-Acquisition Reorganization at least twenty (20) days prior to the anticipated Closing Date (provided that if the Sellers do not object within ten (10) days of receiving the Buyers’ notice, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A ’ consent will be deemed to be incorporated into and form part of this Agreementhave been given), and access to all relevant documentation relating to such Pre-Closing Reorganization.

Pre-Closing Reorganization. Prior to the Closing, the Company shall, and shall direct Archaea to, cause the Pre-Closing Reorganization to occur in accordance with and pursuant to the steps set forth in Exhibit E attached hereto. Archaea shall keep Buyer agrees that any or all informed of the Sellers may, at any time before Closing, implement a reorganization (“status of the Pre-Closing Reorganization”) , including from time to time upon request by Buyer. With respect to each transaction in the manner described at SCHEDULE TPre-Closing Reorganization, provided that any new shareholders arising as prior to the Closing, Archaea shall, and shall cause the other Group Companies to, (a) provide Buyer with a result of such reorganization will be bound reasonable opportunity to review and comment on the documents intended by the terms Archaea to effect the Pre-Closing Reorganization, (b) consider in good faith revising such documents to reflect reasonable comments from Buyer, (c) bear all costs and expenses of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to Pre-Closing Reorganization (except costs and expenses incurred by the Buyer Parties in reviewing and commenting on the terms and conditions contained hereinPre-Closing Reorganization process prior to Closing), and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further (d) ensure that the Pre-Closing Reorganization: (a) , and the documents entered into in connection therewith, will not have (i) include any representations, warranties, covenants or agreements of the effect of imposing Group Companies that survive the Closing (whether or not any incremental obligations for Taxes claim has been made thereunder at or prior to the Closing), (ii) otherwise provide for the Buyer, the Holdcos, the Corporation payment or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose incurrence of any cost, liability or expense on Liability by any Group Company of them consideration that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered paid or otherwise satisfied in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant full prior to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellersor as a Liability in Closing Company Indebtedness, Shares and Purchase Price allocation resulting from (e) effect the Pre-Closing Reorganization without any Liability, including Taxes, to Buyer or any of its controlled Affiliates (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreementincluding the Group Companies after Closing), other than any Liability that is specifically included as a Liability in Closing Company Indebtedness, in each case, as finally determined in accordance with Section 2.3 and access the estimates thereof reflected in the Estimated Merger Consideration. Prior to all relevant documentation relating the Closing, Archaea shall deliver to such Buyer reasonable evidence that the Pre-Closing ReorganizationReorganization has been completed in accordance with Exhibit E and this Section 6.21.

Pre-Closing Reorganization. Buyer agrees that any (a) At or prior to the Closing, Seller shall, and shall cause each of its applicable Subsidiaries to, subject to Section 5.8 and Section 5.9, (i) transfer, convey, deliver and assign to the Company or a Transferred Subsidiary all of their respective rights, title and interest in and to the Acquired Assets, free and clear of all Liens (other than Permitted Liens), and cause the Company or a Transferred Subsidiary to assume, and satisfy and discharge when due, all of the Sellers mayAssumed Liabilities and (ii) transfer, at convey, deliver and assign to Seller or Affiliates thereof (other than the Company, a Transferred Subsidiary or a Transferred Joint Venture) all of their respective rights, title and interest in and to any time before Closing, implement a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound Excluded Assets held by the terms Company or any of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained hereinTransferred Subsidiaries, and required cause Seller or Affiliates thereof (other than the Company, a Transferred Subsidiary or a Transferred Joint Venture) to provide assume, and satisfy and discharge when due, all of the representationsRetained Liabilities, warranties in the case of each of clauses (i) and covenants (ii), pursuant to such Conveyancing and Assumption Instruments as may be required by applicable Law to effect the transfer, conveyance, delivery or assignment of the Acquired Assets or Excluded Assets, or assumption of Assumed Liabilities or Retained Liabilities, as applicable. The Parties intend that are provided by the Sellers hereintransfer of the Transferred Subsidiaries and the Transferred Joint Ventures shall result in an indirect transfer of only those assets of the Transferred Subsidiaries that would otherwise (that is, shall assume all liabilities if the Parties were transferring assets of the Transferred Subsidiaries and duties not their equity interests) fall within the definition of any shareholder or Seller for whom such shareholder is the successor in interest“Acquired Assets” (and not “Excluded Assets”), and provided further in an indirect transfer of only those Liabilities of the Transferred Subsidiaries or the Transferred Joint Ventures that would otherwise fall within the definition of “Assumed Liabilities” (and not “Retained Liabilities”). The parties shall discuss in good faith the form (or forms) of Conveyancing and Assumption Instruments to be applied in effecting the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing Reorganization.

Pre-Closing Reorganization. Buyer agrees that At or prior to the Closing, subject to the receipt of any or all necessary third-party consents and any approvals needed from any Governmental Entity, Seller shall, and shall cause its applicable Affiliates (including the Seller Entities and the Purchased Entities) to, complete the actions described in Section 5.12 of the Sellers maySeller Disclosure Schedules in accordance with the terms thereof, at as well as any time before Closingactions not specified on Section 5.12 of the Seller Disclosure Schedules but that are an inherent, implement a reorganization reasonably necessary, or customary part of any such action and any other actions reasonably approved by Purchaser (such approval not to be unreasonably withheld, conditioned or delayed) (all such actions, collectively, the “Pre-Closing Reorganization”) at the times and in the manner described at SCHEDULE Ttherein, provided that any new shareholders arising and culminating with the transfer of the Business and the Purchased Assets entirely into the Purchased Entities (except as a result expressly set forth on Section 5.12(a) of such reorganization will be bound by the terms Seller Disclosure Schedule). Following the date of this Agreement, deemed Seller shall be entitled to update the actions set forth on Section 5.12 of the Seller Disclosure Schedules to the extent approved in writing by Purchaser (such approval not to be “Sellers” unreasonably withheld, conditioned or delayed). The Pre-Closing Reorganization (taking into account any updates pursuant to the previous sentence or that have been agreed by Purchaser in the Pre-Closing Reorganization Agreements) (i) shall not adversely affect, in any material respect, the operation of the Business (taken as a whole) after the Closing (taking into account the services provided under the other Transaction Documents), (ii) assuming the Pre-Closing Reorganization had been completed on November 30, 2022 and that the Business would receive the benefits of the Transaction Documentation from December 1, 2022 through November 30, 2023, shall not adversely affect, in more than a de minimis respect, the ability of the Business to generate the financial results of operations for the purpose twelve-month period ended November 30, 2023, or (iii) based on Purchaser’s acquisition structure described on Section 10.2 of this Agreementthe Seller Disclosure Schedules, obliged shall not adversely affect the “step-up” in U.S. federal income tax basis of Purchaser or its Affiliates with respect to sell their shares the Transaction (with whether such “step-up” has been so affected being determined with regard to the manner of operation of the Purchased Entities and the Business as of the Closing Date and without taking into account any actual or potential changes in such operation following the Closing) in a manner that is not more than de minimis, in the Relevant Holdco case of each of the foregoing clauses (i), (ii) and (iii), (x) excluding any effect attributable to a change in cash balances, changes in intercompany balances or reduction in net operating or similar losses or credits of the Purchased Entities attributable to a Pre-Closing Tax Period through the settlement of the intercompany balances required to be settled pursuant to Section 5.12 of the Seller Disclosure Schedules or the actions contemplated by Section 5.6, (y) excluding any effect resulting from those transactions contained in the Pre-Closing Reorganization set forth in Section 5.12(b) of the Seller Disclosure Schedule, to the Buyer on the terms and conditions contained hereinextent specified therein, and required (z) unless otherwise expressly agreed in writing by Purchaser. Seller shall keep Purchaser and its applicable Representatives reasonably apprised with respect to provide all the status of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect , including to provide Purchaser and its applicable Representatives with copies of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will Agreements for review and comment at least five (5) Business Days prior to the execution thereof. Each of Seller and Purchaser understands and agrees that any transfers, assignments, sales or other dispositions of assets, interests, rights, capital stock or otherwise, whether from a Purchased Entity to a Seller Entity or one or more of its Affiliates, or from a Seller Entity or one or more of its Affiliates to a Purchased Entity, shall be considered made on an “as-is,” “where-is” basis, without representation or warranty of any kind, and without recourse to the recipient thereof, and without recourse to the party making such transfer, assignment, sale or other disposition (it being agreed that the documentation in determining whether a representationrespect of such transfers shall not limit, warranty modify or covenant otherwise affect any of the Sellers hereunder representations or warranties, or any remedies of the parties expressly provided hereunder). Each of Seller and Purchaser has been breacheddesignated three individuals as set forth in Section 5.12 of the Seller Disclosure Schedules to be part of a committee (the “Reorganization Committee”). The Reorganization Committee shall convene on at least a twice monthly basis between the date of this Agreement and the Closing Date. Without limitation of the foregoing obligations, other than pursuant the Seller designees to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers Reorganization Committee will provide written notice to updates on the Buyer upon completion status of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into at each meeting and form part of this Agreement), and access to all seek relevant documentation relating to such Pre-Closing Reorganizationinput from the Purchaser designees.

Pre-Closing Reorganization. Buyer agrees At or prior to the Closing (and, with respect to each Dubai Entity, until the relevant Deferred Closing), Seller shall cause (and Purchaser shall reasonably cooperate with Seller in causing) the actions and the transactions set forth in the reorganization plan attached hereto as Exhibit D (as it may be amended from time to time with the prior written consent of Purchaser (such consent not to be unreasonably withheld, delayed or conditioned), provided that any or all such prior written consent of Purchaser is not required in respect of amendments that are purely ministerial in nature, the Sellers may“Reorganization Plan”, at any time before Closingand such actions and transactions, implement a reorganization (including, for the avoidance of doubt, the transfer of each Dubai Entity to VH2, the “Pre-Closing Reorganization”) to occur. Seller shall keep Purchaser reasonably informed in the manner described at SCHEDULE T, provided that any new shareholders arising as a result respect of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice agreements and instruments to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from effectuate the Pre-Closing Reorganization shall be in form and substance acceptable to Purchaser (which updated SCHEDULE A will be deemed such consent not to be incorporated into unreasonably withheld, delayed or conditioned). Seller and form part Purchaser further agree to comply and will cause their respective Affiliates to comply with the provisions set forth under the heading “Post-Closing Actions” in the Reorganization Plan. Seller shall be permitted to amend the Reorganization Plan (a) if such amendment is determined by Seller to be reasonably necessary or appropriate to effect the transactions contemplated thereby (including to effect such transactions in a tax-efficient manner) and (b) if such amendment is consented to in writing by Purchaser (such consent not to be unreasonably withheld, delayed or conditioned). Seller and Purchaser shall, and shall cause their respective Affiliates to, provide such timely cooperation, in good faith, to effectuate the Pre-Closing Reorganization in an efficient manner consistent with the sale of the Business contemplated by this Agreement). Seller shall cause (and Purchaser shall reasonably cooperate with Seller in causing) to be made or effected at Seller’s sole expense as promptly as reasonably practicable following the Closing, and access to all relevant documentation relating to such any notice, application or other filing with any Governmental Entity or third party as may be necessary or appropriate in connection with the consummation of the Pre-Closing Reorganization, including in the PRC, Serbia, Poland, Netherlands, New Zealand and Italy to the extent such notice, application or other filing has not been made or effected prior to the Closing.

Pre-Closing Reorganization. Buyer agrees On the terms and subject to the conditions set forth herein, as promptly as reasonably practicable after the Execution Date, and in any event no later than the day prior to the Closing Date, Parent and its Subsidiaries will consummate the Pre-Closing Reorganization as set forth on and in accordance with Exhibit A and Section 1.2 (it being understood and agreed that any or all the effectiveness of the Sellers mayPre-Closing Reorganization may be conditioned upon the satisfaction or waiver of the other conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing)). Any modifications to or deviations from the terms of the Pre-Closing Reorganization as set forth in Exhibit A (other than de minimis deviations from Exhibit A that are not adverse to Purchaser, at any time before ClosingNewCo or their respective Affiliates (or beneficial owners) and would not reasonably be expected to materially delay or prevent the occurrence of the Closing (provided that notice is provided to Purchaser reasonably describing such a deviation and the reason therefor)) may be undertaken only with the prior written approval of Purchaser (not to be unreasonably conditioned, implement a reorganization withheld or delayed) (and, if so approved, the Pre-Closing Reorganization as so modified shall become the “Pre-Closing Reorganization”” hereunder). Parent shall (a) keep Purchaser reasonably apprised of the status of the Pre-Closing Reorganization and (b) use commercially reasonable efforts to effect the Pre-Closing Reorganization in a manner as to minimize the manner described at SCHEDULE T, provided amount of any Transfer Taxes or other Taxes that any new shareholders arising as a result of such reorganization will would be bound by the terms of this Agreement, deemed reasonably expected to be “Sellers” for the purpose imposed on Purchaser, NewCo, any Transferred Subsidiaries or any Transferred Joint Venture by reason of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing Reorganization.

Pre-Closing Reorganization. Buyer agrees that any At or all of prior to the Sellers may, at any time before Closing, implement a Seller shall cause (and Purchaser shall reasonably cooperate with Seller in causing) the actions and the transactions set forth in the reorganization plan attached hereto as Exhibit D (as it may be amended from time to time with the prior written consent of Purchaser (such consent not to be unreasonably withheld, delayed or conditioned), provided that such prior written consent of Purchaser is not required in respect of amendments that are purely ministerial in nature, the “Reorganization Plan”, and such actions and transactions, the “Pre-Closing Reorganization”) to occur. Seller shall keep Purchaser reasonably informed in the manner described at SCHEDULE T, provided that any new shareholders arising as a result respect of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice agreements and instruments to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from effectuate the Pre-Closing Reorganization shall be in form and substance acceptable to Purchaser (which updated SCHEDULE A will be deemed such consent not to be incorporated into unreasonably withheld, delayed or conditioned). Seller and form part of this AgreementPurchaser further agree to comply and will cause their respective Affiliates to comply with the provisions set forth under the heading “Post-Closing Actions” in the Reorganization Plan. Seller shall be permitted to amend the Reorganization Plan (a) if such amendment is determined by Seller to be reasonably necessary or appropriate to effect the transactions contemplated thereby (including to effect such transactions in a tax-efficient manner) and (b) if such amendment is consented to in writing by Purchaser (such consent not to be unreasonably withheld, delayed or conditioned). Seller and Purchaser shall, and access shall cause their respective Affiliates to, provide such timely cooperation, in good faith, to all relevant documentation relating to such effectuate the Pre-Closing ReorganizationReorganization in an efficient manner consistent with the sale of the Business contemplated by this Agreement.

Pre-Closing Reorganization. Buyer agrees that any or all of (a) Within ninety (90) days following the Sellers may, at any time before Closing, implement a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms date of this Agreement, deemed to be “Sellers” for the purpose Seller shall prepare, in good faith and in consultation with Buyer (including by incorporating any suggestions from Buyer that would not adversely affect Seller or any of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained hereinits Affiliates), and required deliver to provide all of Buyer a draft plan describing, in reasonable detail, the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that reorganization steps it plans to undertake to implement the Pre-Closing Reorganization: , including, if necessary, by adding or removing entities from Section 1.01 of the Seller Disclosure Letter and Schedule 1 (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No “Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant Plan”). Buyer shall then have forty-five (45) days to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any review such draft Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to SellersPlan, Shares during which time Buyer may review and Purchase Price allocation resulting from comment on the draft Pre-Closing Reorganization Plan. Seller shall consider in good faith Buyer’s comments and must incorporate into the Pre-Closing Reorganization Plan any reasonable requests of Buyer (which updated SCHEDULE A will be deemed i) that would avoid any adverse Tax consequences to be incorporated into Buyer and form part would not adversely affect Seller or any of its Affiliates, and (ii) in all other cases, only if Buyer agrees to indemnify Seller for, and pays Seller at Closing or at termination of this Agreement, an amount equal to the aggregate amount of the documented Losses (including Taxes and the use of Tax attributes), on a grossed-up basis, that result to Seller and access its Affiliates from accommodating such request. Within thirty (30) days following the end of such review period, Seller shall provide to all relevant documentation relating to such Buyer a copy of the final Pre-Closing ReorganizationReorganization Plan. Seller shall cause the Pre-Closing Reorganization to be completed in accordance with the final Pre-Closing Reorganization Plan by no later than the fifth (5th) Business Day prior to the Closing. Notwithstanding the foregoing, if Seller identifies external requirements or considerations necessitating or making desirable an expedited review and implementation of any of the steps contemplated by Seller’s working draft of the Pre-Closing Reorganization Plan, Seller may implement such steps as soon as reasonably necessary or desirable, provided that Seller has (i) described such external requirements or considerations to Buyer, (ii) given Buyer a reasonable opportunity to review and comment on the portion of the Pre-Closing Reorganization Plan that relates to such steps, (iii) consulted with Buyer in good faith regarding such steps, and (iv) incorporated into the portion of the Pre-Closing Reorganization Plan that relates to such steps any suggestions from Buyer that would not adversely affect Seller or any of its Affiliates.

Pre-Closing Reorganization. Buyer Target covenants and agrees that any or all that, upon the reasonable request by Acquireco, Target shall, and shall cause each of its Subsidiaries to use its reasonable commercial efforts to (i) take such actions to reorganize their respective capital, assets and structure as Acquireco may request in writing, acting reasonably (collectively, the Sellers may, at any time before Closing, implement a reorganization (“Pre-Closing Arrangement Reorganization”) and (ii) cooperate with Acquireco and its advisors in order to determine the nature of the Pre-Arrangement Reorganization that might be undertaken and the manner described at SCHEDULE T, in which it might most effectively be undertaken; provided that the Pre-Arrangement Reorganization (A) does not interfere with the ongoing operations of Target and its Subsidiaries; (B) is not prejudicial to Target or any new shareholders arising Subsidiary of Target or Target Securityholders or inconsistent with the provisions of this agreement; (C) shall not, and any actions taken in furtherance thereof shall be considered not to, constitute a breach of the representations or warranties or covenants hereunder; (D) does not require the directors, officers, employees or agents of Target or its Subsidiaries to take any action in any capacity other than as a director, officer or employee; (E) does not impede, or interfere with, delay the occurrence of the Effective Date by more than three Business Days after the satisfaction or waiver of the last of the conditions to be satisfied or waived in Schedules C, D or E, or prevent the completion of the Transactions; (F) shall not affect or modify in any respect the obligations of any of Acquireco or Canco under this agreement; (G) is reasonably capable of being consummated following the date of the Final Order and prior to the Effective Time; (H) does not have adverse Tax consequences to Target or its Subsidiaries; and (I) does not require Target or any of its Subsidiaries to obtain any waivers, consents, approvals, or make any filing (other than any Tax filing or election) with, any Agency or other third party or otherwise adversely affect any contract or agreement between Target or any of its Subsidiaries and any third party. Acquireco shall provide written notice to Target of any proposed Pre-Arrangement Reorganization at least five business days prior to the Effective Time provided that the Pre-Arrangement Reorganization shall in no event be effective prior to the granting of the Final Order. Acquireco shall bear all costs of the Pre-Arrangement Reorganization, including any liability for Taxes of Target or any of the Subsidiaries that may arise as a result of such reorganization Pre-Arrangement Reorganization. The parties will be bound by use their commercially reasonable efforts to structure the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares Pre-Arrangement Reorganization in the Relevant Holdco such a manner that it is made effective immediately prior to the Buyer on Effective Time. In the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further event that the Pre-Closing Reorganization: (a) will Arrangement Reorganization is completed and the Arrangement is not have the effect completed as contemplated herein as a result of imposing any incremental obligations termination of this agreement in accordance with its terms by Target, Acquireco shall reimburse Target for Taxes any loss or damages, including any liability for the BuyerTaxes, the Holdcos, the Corporation caused to or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation incurred by Target or any of the Subsidiaries directly or their respective businesses or Assets or impose any cost, liability or expense on any indirectly as a result of them that is not reimbursed by Sellers. No such Pre-Closing Arrangement Reorganization will be considered in determining whether a representationand shall also bear any cost associated with returning the corporate structure, warranty or covenant of capital structure, business, operations and assets, as applicable and as the Sellers hereunder has been breachedcase may be, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice their state immediately prior to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Arrangement Reorganization (which updated SCHEDULE A will be deemed an “Unwinding Transaction”) where Target, in its sole discretion, considers such Unwinding Transaction to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing Reorganizationnecessary or desirable.

Pre-Closing Reorganization. Buyer agrees that any On the terms and subject to the conditions set forth herein, at or all prior to the Closing, AT&T and its Subsidiaries will consummate the Pre-Closing Reorganization, including the retention of certain intracompany indebtedness of the Sellers Transferred Subsidiaries (the “Existing Intracompany Indebtedness”), as set forth on and in accordance with Exhibit A and Section 1.2. AT&T shall provide drafts of all documentation relating to the Pre-Closing Reorganization to Investor reasonably in advance of the Closing and will consider Investor’s comments, if any, on such documentation in good faith. Any modifications to the Pre-Closing Reorganization relative to Exhibit A that would reasonably be expected to have a more than de minimis adverse effect on NewCo, any of the Transferred Subsidiaries, Investor, Investor’s direct or indirect owners or the Business following the Closing (for the avoidance of doubt, including: (1) more than de minimis adverse effects on NewCo, any of the Transferred Subsidiaries, the Investor or the Investor’s direct or indirect owners, as a result of any change to the intended tax treatment of the steps reflected in Exhibit A or (2) any change to the tax classification of NewCo or any entity in which NewCo owns an equity interest) may, at any time before Closingin either case, implement a reorganization be undertaken only with the prior written approval of Investor (and, if so approved, the Pre-Closing Reorganization as so modified shall become the “Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, hereunder). AT&T shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing bear any incremental obligations for costs, expenses and Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed that arise in connection with any modifications to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing Reorganization.the transactions set forth under Exhibit A.

Pre-Closing Reorganization. Buyer agrees that any or all In advance of the Sellers may, at any time before Closing, implement a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that implementing the Pre-Closing Reorganization: , each Vendor shall apply to the Canada Revenue Agency (a“CRA”) will not have for a clearance certificate under subsection 116(1) of the effect Tax Act in respect of imposing any incremental obligations the proposed disposition of the Purchased Shares owned by such Vendor on the basis that such Purchased Shares are "taxable Canadian property" for Taxes for purposes of the BuyerTax Act (the “Section 116 Applications”). The Section 116 Applications shall include a covering letter that describes the transfer of the Purchased Shares to Newco, the Holdcos, consideration payable by Newco in respect thereof and the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant subsequent sale of the Sellers hereunder has been breached, other than Purchased Shares by Newco to the Purchaser pursuant to the terms of this Section 5.9 but excluding the consideration Agreement. The Vendors shall provide a draft of the Competition Act ApprovalSection 116 Applications to the Purchaser for its review no later than ten (10) Business Days prior to submitting such applications to the CRA and shall consider in good faith all reasonable comments made by the Purchaser. The Sellers will provide written notice Vendors shall pay such amounts to the Buyer upon completion CRA or furnish security acceptable to the CRA in order to obtain clearance certificates in respect of any Pre-Closing Reorganization together the proposed dispositions. The Vendors shall timely pay all other Taxes to the CRA that arise in connection with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed including any amounts arising under Part XIII of the Tax Act). The Vendors shall keep the Purchaser informed of the status of the Section 116 Applications (including notice of receipt of clearance certificates under section 116 as well as any developments that could impact the amounts payable to be incorporated into the CRA by the Vendors in connection with the Pre-Closing Reorganization) and form part shall notify and keep the Purchaser reasonably informed of this Agreement), and access to all relevant documentation relating to such the status of any Proceeding arising in connection with the Pre-Closing Reorganization.

Pre-Closing Reorganization. Buyer agrees that any (a) The Company will agree to effect such reorganization of its business, operations, subsidiaries and assets or all of the Sellers maysuch other transactions (each, at any time before Closing, implement a reorganization (“Pre-Closing Acquisition Reorganization”) as Parent or Subco may reasonably request prior to the Effective Date, and the Plan of Arrangement, if required, shall be modified accordingly; provided, however, that the Company need not effect a Pre-Acquisition Reorganization which in the manner described opinion of the Company, acting reasonably: (i) would materially impede or materially delay the consummation of the Arrangement; (ii) would prejudice the Shareholders in any material respects; or (iii) cannot be reversed or unwound or rendered ineffective without adversely affecting the Company and its Subsidiaries taking into account Parent’s reimbursement obligations. Parent shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at SCHEDULE T, provided that any new shareholders arising as a result least 10 Business Days prior to the date of such reorganization will be bound the Company Meeting. Any step or action taken by the terms Company or its Subsidiaries in furtherance of this Agreement, deemed a proposed Pre-Acquisition Reorganization shall not be considered to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties a breach of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breachedCompany contained in this Agreement. If the Arrangement is not completed, other than pursuant to Parent or Subco shall forthwith reimburse the terms of this Section 5.9 but excluding Company for all reasonable fees and expenses (including any professional fees and expenses) incurred by the consideration Company and its Subsidiaries in considering or effecting a Pre-Acquisition Reorganization and shall be responsible for any costs of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of Company and its Subsidiaries in reversing or unwinding any Pre-Closing Acquisition Reorganization together with an updated SCHEDULE A reflecting any changes that was effected prior to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing ReorganizationEffective Date.

Pre-Closing Reorganization. Buyer agrees Prior to the SPAC Merger Effective Time, the Target Companies shall use commercially reasonable efforts to consummate the transactions contemplated by the Pre-Closing Reorganization described on Schedule 1.1 with such changes (a) that any or all of are determined by the Sellers mayTarget Companies to be reasonably necessary to effect such transactions (provided, however that if the Pre-Closing Management Grants are not issued prior to the Closing, then the Pre-Closing Management Grants shall not be issued at any time before Closingthereafter) and (b) solely in the case of any such change that would reasonably be expected to adversely affect the Intended Tax Treatment to SPAC or SPAC’s shareholders, implement a reorganization that are subject to SPAC’s prior written consent (“such consent not to be unreasonably withheld, conditioned or delayed). The Target Companies shall keep SPAC reasonably informed regarding the status of the Pre-Closing Reorganization”Reorganization and shall provide to SPAC copies of any material, definitive written documentation proposed to be entered into by the Target Companies (including a Tax matters agreement or similar agreement related to a Pre-Closing Divestiture (as defined on Schedule 1.1) in the manner described at SCHEDULE T, provided that any new shareholders arising structured as a result distribution of stock or limited liability company interests) or request for any Tax ruling in connection with the Pre-Closing Reorganization reasonably in advance of entering into such material, definitive written documentation or requesting such Tax ruling, and consider in good faith any reasonable comments thereon provided by SPAC or its Representatives reasonably in advance of the entering into of such reorganization will be bound by material, definitive written documentation or the terms requesting of such Tax ruling. Notwithstanding anything to the contrary in this Agreement, deemed to be “Sellers” for no Target Company shall enter into any material, definitive written documentation in connection with the purpose of this AgreementPre-Closing Reorganization that (i) constitutes a ruling request from a Tax authority, obliged to sell their shares in (ii) limits the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties right of any shareholder Target Company to engage in or Seller for whom compete with any Person in any line of business in any respect that is material to such shareholder is the successor Target Company’s business, (iii) involves post-Closing payment obligations on any Target Company or any of their respective Subsidiaries (including any earn-out or indemnification obligations) in interestexcess of $10,000,000, and provided further that but excluding any Taxes (or an indemnification obligation in respect of Taxes) arising out of any transaction entered into in connection with the Pre-Closing Reorganization: , or (aiv) will not have the effect includes a release of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation claims by any Target Company or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or any of their respective businesses Subsidiaries other than releases that involve only the payment of monetary damages in an amount less than $1,000,000 in the aggregate, in each case, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or Assets delayed), except, with respect to each of clauses (ii) through (iv) above, to the extent such limitation, obligation, or impose any cost, liability or expense on any release is customarily entered into in connection with a distribution of them that is not reimbursed by Sellers. No Prestock qualifying for tax-Closing Reorganization will be considered in determining whether a representation, warranty or covenant free treatment under Section 355 of the Sellers hereunder has been breachedCode; provided, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellersfurther, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will that SPAC shall be deemed to have a reasonable basis for withholding its consent to a request for a Tax ruling described in clause (i) to the extent such request would be incorporated expected, in SPAC’s reasonable determination, to cause more than a de minimis delay in the closing of the Transactions described herein. Upon SPAC’s request, the Target Companies shall as soon as reasonably practicable deliver to SPAC executed copies of any material, definitive written documentation entered into and form part by the Target Companies or any of this Agreement), and access to all relevant documentation relating to such their respective Subsidiaries or Tax ruling obtained in connection with the Pre-Closing Reorganization.

Pre-Closing Reorganization. Buyer agrees (a) Prior to the Closing, Seller and the Company shall take, or cause to be taken, such actions as may be necessary to effect the business division reorganization transactions described on Appendix 2.01(a) and Appendix 2.01(b) attached hereto (such transactions, collectively, the “Corporate Reorganization”). Seller and Parent shall indemnify Purchaser pursuant to Section 9.02(g) and the other provisions of Article 9 for any Liability (including any Liability for Tax, determined on a with or without basis taking into account any applicable deductions, losses or Tax attributes available to the Company Entities) or expense to the Company Entities other than any such Liabilities or expenses that are paid prior to the Closing or otherwise included in the final calculation of Closing Net Working Capital, Closing Cash, Closing Indebtedness, Closing Company Transaction Costs and the Allocated Reorganization Expense Amount (such Liabilities and expenses, including any Liabilities and expenses resulting from the failure to complete the Corporate Reorganization in accordance with the terms hereof, being referred to herein as the “Corporate Reorganization Liabilities”). (For the avoidance of doubt, indirect effects, such as changes in profitability or all the Tax profiles of the Sellers mayCompany Entities, at shall not be considered adverse Tax liabilities, or liabilities or expenses.) Seller shall consult with Purchaser on a regular basis (including by providing twice-monthly status updates and reasonably prompt notice of any time before Closingmaterial developments in connection with the Corporate Reorganization) and the parties shall cooperate in good faith with each other in connection with the Corporate Reorganization, implement a reorganization and Seller shall not (“Pre-Closing Reorganization”i) in assign or contribute any Liabilities to the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound Company Entities not explicitly required by the terms of the Corporate Reorganization, or (ii) enter into any Contract implementing, or in connection with, the Corporate Reorganization (other than Contracts (x) in substantially the form of the Exhibits to this AgreementAgreement or (y) that are not binding on a Company Entity), deemed in each case without the prior written consent of Purchaser (such consent not to be “Sellers” for unreasonably withheld, conditioned or delayed). Seller may not modify the purpose of this Agreementtransactions set forth on Appendix 2.01(a) and Appendix 2.01(b) in any material respect, obliged to sell their shares or in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants a manner that are provided by the Sellers herein, shall assume all liabilities and duties of would create any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability Liability or expense on any to Purchaser or a Company Entity, in each case absent the prior written consent of them that is Purchaser (such consent not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreementunreasonably withheld, conditioned or delayed), and access . Seller shall use its commercially reasonable efforts to all relevant documentation relating complete (or cause to such Pre-Closing Reorganizationbe completed) the Corporate Reorganization as promptly as reasonably practicable.

Pre-Closing Reorganization. Buyer Target covenants and agrees that any or all that, upon the reasonable request by Acquireco, Target shall, and shall cause each of its Subsidiaries to use its reasonable commercial efforts to (i) take such actions to reorganize their respective capital, assets and structure as Acquireco may request in writing, acting reasonably (collectively, the Sellers may, at any time before Closing, implement a reorganization (“Pre-Closing Arrangement Reorganization”) and (ii) cooperate with Acquireco and its advisors in order to determine the nature of the Pre-Arrangement Reorganization that might be undertaken and the manner described at SCHEDULE T, in which it might most effectively be undertaken; provided that the PreArrangement Reorganization (A) does not interfere with the ongoing operations of Target and its Subsidiaries; (B) is not prejudicial to Target or any new shareholders arising Subsidiary of Target or Target Securityholders or inconsistent with the provisions of this agreement; (C) shall not, and any actions taken in furtherance thereof shall be considered not to, constitute a breach of the representations or warranties or covenants hereunder; (D) does not require the directors, officers, employees or agents of Target or its Subsidiaries to take any action in any capacity other than as a director, officer or employee; (E) does not impede, or interfere with, delay the occurrence of the Effective Date by more than three Business Days after the satisfaction or waiver of the last of the conditions to be satisfied or waived in Schedules C, D or E, or prevent the completion of the Transactions; (F) shall not affect or modify in any respect the obligations of any of Acquireco or Canco under this agreement; (G) is reasonably capable of being consummated following the date of the Final Order and prior to the Effective Time; (H) does not have adverse Tax consequences to Target or its Subsidiaries; and (I) does not require Target or any of its Subsidiaries to obtain any waivers, consents, approvals, or make any filing (other than any Tax filing or election) with, any Agency or other third party or otherwise adversely affect any contract or agreement between Target or any of its Subsidiaries and any third party. Acquireco shall provide written notice to Target of any proposed Pre-Arrangement Reorganization at least five business days prior to the Effective Time provided that the Pre-Arrangement Reorganization shall in no event be effective prior to the granting of the Final Order. Acquireco shall bear all costs of the Pre-Arrangement Reorganization, including any liability for Taxes of Target or any of the Subsidiaries that may arise as a result of such reorganization Pre-Arrangement Reorganization. The parties will be bound by use their commercially reasonable efforts to structure the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares Pre-Arrangement Reorganization in the Relevant Holdco such a manner that it is made effective immediately prior to the Buyer on Effective Time. In the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further event that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing Reorganization.Arrangement

Pre-Closing Reorganization. Buyer Target covenants and agrees that any or all that, upon the reasonable request by Acquireco, Target shall, and shall cause each of its Subsidiaries to use its reasonable commercial efforts to (i) take such actions to reorganize their respective capital, assets and structure as Acquireco may request in writing, acting reasonably (collectively, the Sellers may, at any time before Closing, implement a reorganization (“Pre-Closing Arrangement Reorganization”) and (ii) cooperate with Acquireco and its advisors in order to determine the nature of the Pre-Arrangement Reorganization that might be undertaken and the manner described at SCHEDULE T, in which it might most effectively be undertaken; provided that the Pre- Arrangement Reorganization (A) does not interfere with the ongoing operations of Target and its Subsidiaries; (B) is not prejudicial to Target or any new shareholders arising Subsidiary of Target or Target Securityholders or inconsistent with the provisions of this agreement; (C) shall not, and any actions taken in furtherance thereof shall be considered not to, constitute a breach of the representations or warranties or covenants hereunder; (D) does not require the directors, officers, employees or agents of Target or its Subsidiaries to take any action in any capacity other than as a director, officer or employee; (E) does not impede, or interfere with, delay the occurrence of the Effective Date by more than three Business Days after the satisfaction or waiver of the last of the conditions to be satisfied or waived in Schedules C, D or E, or prevent the completion of the Transactions; (F) shall not affect or modify in any respect the obligations of any of Acquireco or Canco under this agreement; (G) is reasonably capable of being consummated following the date of the Final Order and prior to the Effective Time; (H) does not have adverse Tax consequences to Target or its Subsidiaries; and (I) does not require Target or any of its Subsidiaries to obtain any waivers, consents, approvals, or make any filing (other than any Tax filing or election) with, any Agency or other third party or otherwise adversely affect any contract or agreement between Target or any of its Subsidiaries and any third party. Acquireco shall provide written notice to Target of any proposed Pre-Arrangement Reorganization at least five business days prior to the Effective Time provided that the Pre-Arrangement Reorganization shall in no event be effective prior to the granting of the Final Order. Acquireco shall bear all costs of the Pre-Arrangement Reorganization, including any liability for Taxes of Target or any of the Subsidiaries that may arise as a result of such reorganization Pre-Arrangement Reorganization. The parties will be bound by use their commercially reasonable efforts to structure the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares Pre-Arrangement Reorganization in the Relevant Holdco such a manner that it is made effective immediately prior to the Buyer on Effective Time. In the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further event that the Pre-Closing Reorganization: (a) will Arrangement Reorganization is completed and the Arrangement is not have the effect completed as contemplated herein as a result of imposing any incremental obligations termination of this agreement in accordance with its terms by Target, Acquireco shall reimburse Target for Taxes any loss or damages, including any liability for the BuyerTaxes, the Holdcos, the Corporation caused to or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation incurred by Target or any of the Subsidiaries directly or their respective businesses or Assets or impose any cost, liability or expense on any indirectly as a result of them that is not reimbursed by Sellers. No such Pre-Closing Arrangement Reorganization will be considered in determining whether a representationand shall also bear any cost associated with returning the corporate structure, warranty or covenant of capital structure, business, operations and assets, as applicable and as the Sellers hereunder has been breachedcase may be, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice their state immediately prior to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Arrangement Reorganization (which updated SCHEDULE A will be deemed an “Unwinding Transaction”) where Target, in its sole discretion, considers such Unwinding Transaction to be incorporated into and form part necessary or desirable. 10 Table of this Agreement), and access to all relevant documentation relating to such Pre-Closing Reorganization.Contents

Pre-Closing Reorganization. Notwithstanding anything to the contrary set forth herein, prior to the Closing, Seller Parent shall, and shall cause its applicable Subsidiaries to, take all steps necessary to effect and carry out the plan of reorganization as detailed in Schedule 7.6. Following the date of this Agreement but prior to the Closing, upon prior written notice to Buyer, Seller Parent shall be permitted to amend Schedule 7.6 to the extent the effect of such amendments would not (x) adversely affect the Buyer agrees that and its Affiliates or the Business in any material respect or all (y) prevent or materially impair or delay the consummation of the Sellers maytransactions contemplated by, at or the performance of any time before Closingparty’s obligations under, implement a reorganization the Seller Ancillary Agreements and Buyer Ancillary Agreements (such collective actions taken to effect such plan of reorganization, the “Pre-Closing Reorganization”) in ). Following the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms date of this Agreement, deemed Seller Parent shall consider in good faith such amendments to be “Sellers” for Schedule 7.6 as are reasonably requested by the purpose Buyer. Prior to the Closing Date, Seller Parent shall keep Buyer reasonably apprised of the status of the transactions detailed in Schedule 7.6. Buyer acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, as contemplated by Schedule 7.6, (i) certain Business Subsidiaries and Equity Sellers have not been formed as of the date of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein(ii) for all purposes under this Agreement, and required to provide all each of the representations, representations and warranties in Article V with respect to such Business Subsidiaries and covenants that are provided by the Equity Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into have been made as of the date of formation of such entities and form part the Closing Date (and not as of the date of this Agreement), and access all references to all relevant documentation relating the “date hereof” or the “date of this Agreement” contained in such representations and warranties shall, to the extent they refer to factual information regarding such entities, shall be deemed to be references to the date of formation of such entities and (iii) reasonably promptly following the date of formation of any such entity, Seller Parent shall deliver to Buyer an update to Section 5.02(a) of the Seller Disclosure Letter reflecting the information required in Section 5.02(a) with respect to such Pre-Closing Reorganizationentity.