Common use of Reorganization Transactions Clause in Contracts

Reorganization Transactions. (a) [Intentionally Omitted]. (b) Immediately prior to the Closing, Visant shall cause Xxx Xxxxxxxx and the Transferred Subsidiaries to transfer, assign, convey and deliver to Visant or any of its Affiliates (other than Xxx Xxxxxxxx and the Transferred Subsidiaries), and shall cause Visant or any of its Affiliates (other than Xxx Xxxxxxxx and the Transferred Subsidiaries) to assume, all of Xxx Xxxxxxxx and the Transferred Subsidiaries’ existing right, title and interest in and to, the following (collectively, the “Excluded Assets”): (i) all of the capital stock of The Lehigh Press, Inc. and Precision Offset Printing Company, Inc.; (ii) all rights, title and interest in the production assets located at the Owensville East facility, including the production assets set forth in Section 5.16(b)(ii) of the Visant Disclosure Schedule. Such assignments, transfers, conveyances and deliveries shall be by means of documentation in form and substance reasonably acceptable to Buyer, and shall not occur without the prior written consent of Buyer, which consent shall not be unreasonably withheld. (c) Immediately prior to the Closing, Visant shall, or shall cause any of its Affiliates (other than Xxx Xxxxxxxx and the Transferred Subsidiaries) to, assume, become responsible for and agree to pay, perform and discharge when due and hold Xxx Xxxxxxxx and the Transferred Subsidiaries and Buyer and their respective Affiliates harmless from and against the Excluded Liabilities. Such assumptions shall be by instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Buyer, as may be necessary to effect Visant or any of its Affiliates’ (other than Xxx Xxxxxxxx and the Transferred Subsidiaries) assumption of the Excluded Liabilities, and shall not occur without the prior written consent of Buyer, which consent shall not be unreasonably withheld.

Reorganization Transactions. (a) [Intentionally Omitted]. (b) Immediately prior Subject to the Closingterms and conditions of this Agreement, Visant shall cause Xxx Xxxxxxxx each of Subscriber and the Transferred Subsidiaries to transfer, assign, convey and deliver to Visant or any of its Affiliates (other than Xxx Xxxxxxxx and the Transferred Subsidiaries)Company shall, and shall cause Visant or any their respective Subsidiaries to, take all actions reasonably necessary to effect (and to cause the Partnership to effect), and each Parent shall assist and cooperate with the Subscriber and the Company in taking all steps reasonably necessary to facilitate and make effective, the Reorganization Transactions as set forth on Annex A, including the Contributions, in accordance with applicable Law and in the sequence set forth in Annex A, as of immediately following the Closing; provided, the Subscriber’s obligations under this ‎‎Section 6.04 shall not apply to the internal processes of the Subscriber and its Affiliates with respect to obtaining the PS Investment Approval pursuant to ‎‎Section 9.03(f), which approval may be granted or withheld in the sole discretion of the general partner of the Subscriber. Subscriber shall provide each Parent with an opportunity to review and comment on all documentation necessary to effectuate the Reorganization Transactions reasonably in advance of the execution thereof, and the final form of all such documentation shall be in a form reasonably acceptable to each Parent. The Partnership shall be formed solely for purposes of consummating the transactions pursuant to this Agreement and shall not (a) hold any assets (other than Xxx Xxxxxxxx the Equity Securities pursuant to the Contributions) or have any liabilities (other than de minimis assets and liabilities obtained or incurred in connection with its formation and existence or the Contributions) or (b) enter into any Contracts, commitments or agreements, except as expressly required pursuant to this Agreement. In furtherance of the foregoing, immediately following the Closing, each of AMI, the Company and the Transferred Subsidiaries) Subscriber shall deliver to assume, all of Xxx Xxxxxxxx and the Transferred Subsidiaries’ existing right, title and interest in and to, the following (collectively, the “Excluded Assets”): (i) all of the capital stock of The Lehigh Press, Inc. and Precision Offset Printing Company, Inc.; (ii) all rights, title and interest in the production assets located at the Owensville East facility, including the production assets set forth in Section 5.16(b)(ii) of the Visant Disclosure Schedule. Such assignments, transfers, conveyances and deliveries shall be by means of documentation in form and substance reasonably acceptable to Buyereach other, and shall not occur without cause the prior written consent of BuyerPartnership to deliver, which consent shall not be unreasonably withheld. (c) Immediately prior a duly executed counterpart to the Closing, Visant shall, or shall cause any of its Affiliates (other than Xxx Xxxxxxxx and the Transferred Subsidiaries) to, assume, become responsible for and agree to pay, perform and discharge when due and hold Xxx Xxxxxxxx and the Transferred Subsidiaries and Buyer and their respective Affiliates harmless from and against the Excluded Liabilities. Such assumptions shall be by instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Buyer, as may be necessary to effect Visant or any of its Affiliates’ (other than Xxx Xxxxxxxx and the Transferred Subsidiaries) assumption of the Excluded Liabilities, and shall not occur without the prior written consent of Buyer, which consent shall not be unreasonably withheldPartnership Agreement.

Reorganization Transactions. In furtherance and not in limitation of Section 4.05(a), Seller shall, and shall cause the Business Subsidiaries to, use reasonable best efforts to complete the Reorganization Transactions, subject to and in accordance with the terms and conditions of the Reorganization Agreement and applicable Law. Seller shall provide Purchaser information regarding the Reorganization Transactions in accordance with Section 4.03(a) and keep Purchaser reasonably informed on a timely basis with respect to all material activity concerning the status of the Reorganization Transactions. Seller will not (ai) [Intentionally Omitted]. terminate the Reorganization Agreement, (bii) Immediately prior amend the Reorganization Agreement in any manner that is or could reasonably be expected to be adverse to the ClosingBusiness Subsidiaries, Visant shall cause Xxx Xxxxxxxx and the Transferred Subsidiaries to transferBusiness, assign, convey and deliver to Visant Purchaser or any of its Affiliates Subsidiaries (other than Xxx Xxxxxxxx and the Transferred Subsidiariesincluding from a Tax perspective or otherwise), or the Transactions (provided, that, if such adverse impact is reasonably expected to be only de minimis in nature, then Purchaser’s prior written consent shall not be required so long as Seller shall have consulted in good faith with Purchaser in advance) or (iii) permit the (A) extension of the time for the performance of any obligation or other act of either Seller or the Company thereunder, (B) waiver of any inaccuracy in the representations and shall cause Visant warranties of Seller contained therein or in any document delivered pursuant thereto or (C) waiver of compliance with any agreement or condition contained therein in any manner that is or could reasonably be expected to be adverse to the Business Subsidiaries, the Business, Purchaser or any of its Affiliates Subsidiaries (other than Xxx Xxxxxxxx and including from a Tax perspective or otherwise), or the Transferred Subsidiaries) Transactions (provided, that, if such adverse impact is reasonably expected to assumebe only de minimis in nature, all of Xxx Xxxxxxxx and the Transferred Subsidiaries’ existing right, title and interest in and to, the following (collectively, the “Excluded Assets”): (i) all of the capital stock of The Lehigh Press, Inc. and Precision Offset Printing Company, Inc.; (ii) all rights, title and interest in the production assets located at the Owensville East facility, including the production assets set forth in Section 5.16(b)(ii) of the Visant Disclosure Schedule. Such assignments, transfers, conveyances and deliveries shall be by means of documentation in form and substance reasonably acceptable to Buyer, and shall not occur without the then Purchaser’s prior written consent of Buyer, which consent shall not be unreasonably withheld. required so long as Seller shall have consulted in good faith with Purchaser in advance), in the cases of clauses (ci) Immediately through (iii), without Purchaser’s prior written consent. Seller shall provide Purchaser with a reasonable opportunity to review and comment on all substantive documentation relating to the Closing, Visant shall, or shall cause any Reorganization Transactions. Table of its Affiliates (other than Xxx Xxxxxxxx and the Transferred Subsidiaries) to, assume, become responsible for and agree to pay, perform and discharge when due and hold Xxx Xxxxxxxx and the Transferred Subsidiaries and Buyer and their respective Affiliates harmless from and against the Excluded Liabilities. Such assumptions shall be by instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Buyer, as may be necessary to effect Visant or any of its Affiliates’ (other than Xxx Xxxxxxxx and the Transferred Subsidiaries) assumption of the Excluded Liabilities, and shall not occur without the prior written consent of Buyer, which consent shall not be unreasonably withheld.Contents

Reorganization Transactions. (a) [Intentionally Omitted]. (b) Immediately prior Prior to the ClosingClosing Date, Visant at the Sellers’ sole cost and expense, the Sellers shall, or shall cause Xxx Xxxxxxxx and the Transferred Subsidiaries Company or a Company Subsidiary to, use their reasonable best efforts to transfer, assign, convey and deliver transfer to Visant Deutsche Boerse Systems Inc. or another Person that will remain a direct or indirect Subsidiary of a Seller after the Closing all of the Company’s or any of its Affiliates (other than Xxx Xxxxxxxx and the Transferred Subsidiaries), and shall cause Visant or any of its Affiliates (other than Xxx Xxxxxxxx and the Transferred Subsidiaries) to assume, all of Xxx Xxxxxxxx and the Transferred Company Subsidiaries’ existing right, title and interest in and toto the Excluded Assets. Sellers currently contemplate that such transfer shall occur as described in Schedule 6.11(a), and, to the extent that they desire to change the manner of such transfer, Sellers shall inform the Buyer of such change prior to undertaking such transfer. To the extent that any transfer contemplated by this Section 6.11(a) shall not have been consummated prior to the Closing Date, the parties shall, at the Sellers’ sole cost and expense, use their reasonable best efforts to effect such transfer as soon as possible following the Closing Date. The parties and their respective Subsidiaries shall cooperate and use their reasonable best efforts to seek to obtain, in accordance with applicable Law, any necessary authorizations, approvals, consents, waivers and/or conditions for the transfer of such Excluded Assets to the fullest extent permitted by applicable Law; provided, that, neither the Buyer nor its Affiliates (collectivelyincluding the Company and the Company Subsidiaries) shall be required to compensate any third party, commence or participate in any Action or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent. In the event that any such transfer has not been consummated prior to the Closing Date, from and after the Closing Date, at the Sellers’ sole cost and expense, the “Excluded Assets”): (i) all of the capital stock of The Lehigh Press, Inc. and Precision Offset Printing Company, Inc.; (ii) all rights, title and interest in the production assets located at the Owensville East facility, including the production assets set forth in Section 5.16(b)(ii) of the Visant Disclosure Schedule. Such assignments, transfers, conveyances and deliveries shall be by means of documentation in form and substance reasonably acceptable to BuyerBuyer shall, and shall not occur without cause the prior written consent Company and the Company Subsidiaries to, thereafter hold such Excluded Assets in trust for the use and benefit of Buyerthe Sellers (at the expense of the Sellers). In addition, which consent at the Sellers’ sole cost and expense, the Buyer shall, and shall not cause the Company and the Company Subsidiaries to, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Excluded Asset in the ordinary course of business consistent with past practice and take such other actions as may be unreasonably withheldreasonably requested by the Sellers (at the expense of the Sellers). (b) As promptly as reasonably practicable, at the Sellers’ sole cost and expense, the Sellers shall, pursuant to the IP Assignment Agreement, assign, or caused to be assigned, to the Company, a Company Subsidiary or a designee of the Buyer that certain Intellectual Property that is currently exclusively licensed to Longitude SA pursuant to that certain Exclusive License and Distribution Agreement between Finnovation SA and Longitude SA dated as of August 2, 2012 (the transactions contemplated by Section 6.11(a) and this Section 6.11(b), the Reorganization Transactions). (c) Immediately prior Sellers agree to pay all Tax Liabilities and other Liabilities arising from or as a result of the Reorganization Transactions whether arising before or after the Closing, Visant shall, or shall cause any of its Affiliates (other than Xxx Xxxxxxxx and the Transferred Subsidiaries) to, assume, become responsible for and agree to pay, perform and discharge when due and hold Xxx Xxxxxxxx and the Transferred Subsidiaries and Buyer and their respective Affiliates harmless from and against the Excluded Liabilities. Such assumptions shall be by instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Buyer, as may be necessary to effect Visant or any of its Affiliates’ (other than Xxx Xxxxxxxx and the Transferred Subsidiaries) assumption of the Excluded Liabilities, and shall not occur without the prior written consent of Buyer, which consent shall not be unreasonably withheld.

Reorganization Transactions. In furtherance and not in limitation of Section 4.05(a), Seller shall, and shall cause the Business Subsidiaries to, use reasonable best efforts to complete the Reorganization Transactions, subject to and in accordance with the terms and conditions of the Reorganization Agreement and applicable Law. Seller shall provide Purchaser information regarding the Reorganization Transactions in accordance with Section 4.03(a) and keep Purchaser reasonably informed on a timely basis with respect to all material activity concerning the status of the Reorganization Transactions. Seller will not (ai) [Intentionally Omitted]. terminate the Reorganization Agreement, (bii) Immediately prior amend the Reorganization Agreement in any manner that is or could reasonably be expected to be adverse to the ClosingBusiness Subsidiaries, Visant shall cause Xxx Xxxxxxxx and the Transferred Subsidiaries to transferBusiness, assign, convey and deliver to Visant Purchaser or any of its Affiliates Subsidiaries (other than Xxx Xxxxxxxx and the Transferred Subsidiariesincluding from a Tax perspective or otherwise), or the Transactions (provided, that, if such adverse impact is reasonably expected to be only de minimis in nature, then Purchaser’s prior written consent shall not be required so long as Seller shall have consulted in good faith with Purchaser in advance) or (iii) permit the (A) extension of the time for the performance of any obligation or other act of either Seller or the Company thereunder, (B) waiver of any inaccuracy in the representations and shall cause Visant warranties of Seller contained therein or in any document delivered pursuant thereto or (C) waiver of compliance with any agreement or condition contained therein in any manner that is or could reasonably be expected to be adverse to the Business Subsidiaries, the Business, Purchaser or any of its Affiliates Subsidiaries (other than Xxx Xxxxxxxx and including from a Tax perspective or otherwise), or the Transferred Subsidiaries) Transactions (provided, that, if such adverse impact is reasonably expected to assumebe only de minimis in nature, all of Xxx Xxxxxxxx and the Transferred Subsidiaries’ existing right, title and interest in and to, the following (collectively, the “Excluded Assets”): (i) all of the capital stock of The Lehigh Press, Inc. and Precision Offset Printing Company, Inc.; (ii) all rights, title and interest in the production assets located at the Owensville East facility, including the production assets set forth in Section 5.16(b)(ii) of the Visant Disclosure Schedule. Such assignments, transfers, conveyances and deliveries shall be by means of documentation in form and substance reasonably acceptable to Buyer, and shall not occur without the then Purchaser’s prior written consent of Buyer, which consent shall not be unreasonably withheld. required so long as Seller shall have consulted in good faith with Purchaser in advance), in the cases of clauses (ci) Immediately through (iii), without Purchaser’s prior written consent. Seller shall provide Purchaser with a reasonable opportunity to review and comment on all substantive documentation relating to the Closing, Visant shall, or shall cause any of its Affiliates (other than Xxx Xxxxxxxx and the Transferred Subsidiaries) to, assume, become responsible for and agree to pay, perform and discharge when due and hold Xxx Xxxxxxxx and the Transferred Subsidiaries and Buyer and their respective Affiliates harmless from and against the Excluded Liabilities. Such assumptions shall be by instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Buyer, as may be necessary to effect Visant or any of its Affiliates’ (other than Xxx Xxxxxxxx and the Transferred Subsidiaries) assumption of the Excluded Liabilities, and shall not occur without the prior written consent of Buyer, which consent shall not be unreasonably withheldReorganization Transactions.

Reorganization Transactions. The Seller Parties and Freedom shall, or shall cause their Subsidiaries to, as applicable, consummate the transactions and take the actions set forth in Schedule D at the times and in the manner set forth in Schedule D (a) [Intentionally Omitted]. (b) Immediately or such other transactions or actions and at such other times as may be requested by the Seller Parties on a timely basis prior to the ClosingClosing Date and agreed to in writing by the Purchaser, Visant shall cause Xxx Xxxxxxxx and the Transferred Subsidiaries to transfer, assign, convey and deliver to Visant or any of its Affiliates (other than Xxx Xxxxxxxx and the Transferred Subsidiaries), and shall cause Visant or any of its Affiliates (other than Xxx Xxxxxxxx and the Transferred Subsidiariesacting reasonably) to assume, all of Xxx Xxxxxxxx and the Transferred Subsidiaries’ existing right, title and interest in and to, the following (collectively, the “Excluded AssetsReorganization Transactions”): (i) all ). The Purchaser shall reasonably cooperate with the Seller Parties and Freedom in connection with the Reorganization Transactions. The Seller Parties shall provide on a timely basis and, without limiting the generality of the capital stock of The Lehigh Pressforegoing, Inc. and Precision Offset Printing Company, Inc.; (ii) all rights, title and interest in the production assets located at the Owensville East facility, including the production assets set forth in Section 5.16(b)(ii) of the Visant Disclosure Schedule. Such assignments, transfers, conveyances and deliveries shall be by means of documentation in form and substance reasonably acceptable to Buyer, and shall not occur without the prior written consent of Buyer, which consent shall not be unreasonably withheld. (c) Immediately least five Business Days prior to the ClosingClosing Date, Visant shalla draft of each document prepared to implement the Reorganization Transactions to the Purchaser for its prompt review and comments , or shall cause any of its Affiliates (other than Xxx Xxxxxxxx and the Transferred Subsidiaries) to, assume, become responsible for and agree to pay, perform and discharge when due and hold Xxx Xxxxxxxx and the Transferred Subsidiaries and Buyer and their respective Affiliates harmless from and against the Excluded Liabilities. Such assumptions each such document shall be by instruments of assumption and other instruments or documentsin a form satisfactory to the Purchaser, in form and substance reasonably acceptable to Buyeracting reasonably, as it being understood that draft Tax elections may be necessary provided to effect Visant the Purchaser without figures when those remain unknown as of Closing. Except for representations, warranties and covenants relating to the Reorganization Transactions, any action taken pursuant to this Section 4.6 or the Reorganization Transactions shall be deemed for all purposes of this Agreement not to constitute a breach of any of its Affiliates’ (other than Xxx Xxxxxxxx and the Transferred Subsidiaries) assumption representation, warranty or covenant of the Excluded Liabilities, Seller Parties or Freedom. The Reorganization Transactions shall be authorized by all necessary corporate actions of the applicable Seller Parties and Freedom and shall not occur without the prior written consent of Buyer, which consent shall not be unreasonably withheldeffected in compliance with all Laws.

Reorganization Transactions. (a) [Intentionally Omitted]Upon request by Gold Royalty, Exx shall use its commercially reasonable efforts, and shall cause each of its subsidiaries to: (i) effect such reorganizations of Exx’x or its subsidiaries’ business, operations and assets as Gold Royalty may reasonably request, including amalgamations, wind-ups, settling intercompany loans, capitalizing intercompany loans, transferring assets to existing or newly formed subsidiaries of Exx and any other transaction (each a “Contemplated Reorganization Transaction”); and (ii) cooperate with Gold Royalty and its advisors in order to determine the manner in which any such Contemplated Reorganization Transaction might most effectively be undertaken; provided that any Contemplated Reorganization Transaction: (A) is not, in the opinion of Exx or Exx’x counsel, acting reasonably, prejudicial to the affected Exx Securityholders; (B) does not require Exx to obtain the approval of any Exx Securityholders and does not require Gold Royalty to obtain the approval of Gold Royalty Shareholders; (C) does not impede, delay or prevent the satisfaction of any other conditions set forth in Article 6; (D) does not impair, impede or delay the consummation of the Arrangement; (E) does not result in any breach by Exx or any of its subsidiaries of any Exx Material Contract or authorization or any breach by Exx of Exx’x constating documents or by any of its subsidiaries of their respective organizational documents or Law; (F) does not require the directors, officers, employees or agents of Exx or its subsidiaries to take any action in any capacity other than as a director, officer or employee; (G) does not result in any Taxes being imposed on, or any adverse Tax or other consequences to, any Exx Securityholders; (H) does not materially interfere with Exx’x operations prior to the Effective Time; and (I) shall become effective as close as reasonably practicable prior to the Effective Date. If the Arrangement is not completed, Gold Royalty shall (a) reimburse Exx for all costs and expenses, including reasonable legal fees and disbursements, incurred in connection with any Contemplated Reorganization Transaction; and (b) indemnify Exx, its subsidiaries, and their respective directors, officers, employees, agents and representatives for any losses, costs or Taxes resulting from any Contemplated Reorganization Transaction. (b) Immediately Gold Royalty shall provide written notice to Exx of any proposed Contemplated Reorganization Transaction at least ten (10) Business Days prior to the ClosingEffective Date. Upon receipt of such notice, Visant Gold Royalty and Exx shall cause Xxx Xxxxxxxx prepare all documentation necessary and do all such other acts and things as are reasonably necessary to give effect to such Contemplated Reorganization Transaction prior to the Transferred Subsidiaries time it is to transferbe effected, assignincluding obtaining any documents or certificates required to effect such a transaction. If the Arrangement is not completed, convey and deliver to Visant or any of its Affiliates (other than Xxx Xxxxxxxx and the Transferred Subsidiaries), and shall cause Visant or any of its Affiliates (other than Xxx Xxxxxxxx and the Transferred Subsidiaries) to assume, all of Xxx Xxxxxxxx and the Transferred Subsidiaries’ existing right, title and interest in and to, the following (collectively, the “Excluded Assets”): Gold Royalty shall: (i) forthwith reimburse Exx for all of the capital stock of The Lehigh Presscosts and expenses, Inc. including reasonable legal fees and Precision Offset Printing Companydisbursements, Inc.incurred in connection with any proposed Contemplated Reorganization Transaction; and (ii) all rightsindemnify Exx, title and interest in the production assets located at the Owensville East facility, including the production assets set forth in Section 5.16(b)(ii) of the Visant Disclosure Schedule. Such assignments, transfers, conveyances and deliveries shall be by means of documentation in form and substance reasonably acceptable to Buyer, and shall not occur without the prior written consent of Buyer, which consent shall not be unreasonably withheld. (c) Immediately prior to the Closing, Visant shall, or shall cause any of its Affiliates (other than Xxx Xxxxxxxx and the Transferred Subsidiaries) to, assume, become responsible for and agree to pay, perform and discharge when due and hold Xxx Xxxxxxxx and the Transferred Subsidiaries and Buyer subsidiaries and their respective Affiliates harmless from directors, officers, employees, agents and against the Excluded Liabilities. Such assumptions shall be representatives for any liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Buyer, as may be necessary to effect Visant or any of its Affiliates’ them in connection with or as a result of any Contemplated Reorganization Transaction, or to reverse or unwind any Contemplated Reorganization Transaction. The obligations of Gold Royalty under this Section 5.6(b) shall survive termination of this Agreement. Gold Royalty agrees that any Contemplated Reorganization Transaction will not be considered in determining whether a representation, warranty or covenant of Exx under this Agreement has been breached (other than Xxx Xxxxxxxx and including where any such Contemplated Reorganization Transaction requires the Transferred Subsidiaries) assumption of the Excluded Liabilities, and shall not occur without the prior written consent of Buyer, which consent shall not be unreasonably withheldany third party).

Reorganization Transactions. In connection with the IPO, the parties hereto hereby agree to take the actions set forth below (or cause such actions to take place), which shall, in each case, be effective in the following order: a. At least one (1) day prior to the initial closing of the sale of Class A Common Stock in the IPO (the “IPO Closing Date”); i. PubCo shall (a) [Intentionally Omitted]. amend and restate its Bylaws in the form attached hereto as Exhibit A (the “Amended and Restated Bylaws”) and (b) Immediately prior amend and restate its Certificate of Incorporation in the form attached hereto as Exhibit B (the “Amended and Restated Certificate of Incorporation”). ii. Pursuant to the ClosingAgreement and Plan of Merger, Visant shall cause Xxx Xxxxxxxx substantially in the form attached hereto as Exhibit C (the “H&W Merger Agreement”), by and between H&W Holdings and H&W Franchise Intermediate Holdings LLC, a Delaware limited liability company, which is a wholly-owned subsidiary of H&W Holdings (“H&W Intermediate”), H&W Intermediate will merge with and into H&W Holdings, pursuant to which the Transferred Subsidiaries separate corporate existence of H&W Intermediate will cease and H&W Holdings will be the surviving entity. iii. Pursuant to transfer[that certain distribution agreement, assignsubstantially in the form attached hereto as Exhibit D], convey H&W Holdings will distribute 100% of the membership interests of St. Xxxxxxx Holdco, LLC, a Delaware limited liability company (“St. Xxxxxxx”), to the Class A-1 Members and deliver Class A-2 Members (each as defined in the H&W LLC Agreement) in accordance with Section 5.2 of H&W Holdings’ Sixth Amended & Restated Limited Liability Company Operating Agreement (the “H&W LLC Agreement”) (such distribution, the “St. Xxxxxxx Distribution”). iv. Pursuant to Visant or any of its Affiliates that certain Redemption Agreement, substantially in the form attached hereto as Exhibit E (other than Xxx Xxxxxxxx the “H&W Investco Redemption Agreement”), by and the Transferred Subsidiariesbetween H&W Investco LP, a Delaware limited partnership (“H&W Investco”), and H&W Investco Blocker II LP, a Delaware limited partnership that has elected to be treated as a corporation for U.S. federal income tax purposes (“H&W Blocker”), H&W Investco shall cause Visant or any distribute to H&W Blocker, in complete redemption of its Affiliates (other than Xxx Xxxxxxxx and the Transferred Subsidiaries) to assume, all of Xxx Xxxxxxxx and the Transferred Subsidiaries’ existing right, title and H&W Blocker’s interest in H&W Investco (the “H&W Investco Redemption”), a portion of H&W Investco’s (a) Class A-1 Units of H&W Holdings, (b) Class A-2 Units of H&W Holdings, (c) Class A-5 Units of H&W Holdings, and to(d) St. Xxxxxxx membership interests. v. Simultaneously, (i) pursuant to that certain Agreement and Plan of Merger, substantially in the following form attached hereto as Exhibit F (the “Xponential Holdings Merger Agreement”), by and between H&W Holdings and Xponential Holdings, H&W Holdings will merge with and into Xponential Holdings, pursuant to which (A) the separate existence of H&W Holdings will cease and Xponential Holdings will be the surviving entity and (B) each Class A-5 Unit of H&W Holdings owned by H&W Investco and Lag Fit, Inc., a Delaware corporation (“Lag Fit”) shall be redeemed for a cash amount equal to the respective Class A-5 Preference Amount and Class A-5 Preferred Return with respect to such Class A-5 Units (collectively, the “Excluded AssetsClass A-5 Redemption Amount”): ) and (ii) the former equityholders of H&W Holdings shall enter into the [Second] Amended and Restated Limited Liability Company Operating Agreement of Xponential Holdings substantially in the form attached hereto as Exhibit G (the “Amended LLC Agreement”). vi. Pursuant to that certain Contribution and Distribution Agreement, substantially in the form attached hereto as Exhibit H (the “H&W Contribution and Distribution Agreement”), by and among H&W Blocker, [•], a wholly-owned Delaware corporation (“H&W NewCo”) and H&W Xxxxxxxx XX Feeder LP, a Delaware limited partnership and sole limited partner of H&W Blocker (“H&W Feeder”), H&W Blocker will contribute 100% of its membership interest in St. Xxxxxxx to the capital of H&W NewCo in exchange for the issuance of additional equity in H&W NewCo and distribute 100% of its ownership interest in H&W NewCo to H&W Feeder. vii. [Pursuant to that certain Contribution and Distribution Agreement, substantially in the form attached hereto as Exhibit I (the “Rumble Contribution and Distribution Agreement”), by and among Rumble Holdings LLC, a Delaware limited liability company (“Rumble Blocker”), [•], a Delaware corporation (“Rumble NewCo”) and Rumble Parent LLC, a Delaware limited liability company and sole member of Rumble Blocker (“Rumble Parent”), Rumble Blocker will contribute 100% of its membership interest in St. Xxxxxxx to the capital of Rumble NewCo in exchange for the issuance of additional equity in Rumble NewCo and distribute 100% of its ownership interest in Rumble NewCo to Rumble Parent.] viii. Simultaneously: 1. Pursuant to that certain Contribution Agreement, substantially in the form attached hereto as Exhibit J (the “Rumble Contribution Agreement”), Rumble Parent will contribute 100% of the membership interests in Rumble Blocker to PubCo in exchange for the issuance of Class A Common Stock of PubCo to Rumble Parent, 2. Pursuant to that certain Contribution Agreement, substantially in the form attached hereto as Exhibit K (the “H&W Blocker Contribution Agreement”), H&W Feeder will contribute 100% of the interests in H&W Blocker to PubCo in exchange for the issuance of Class A Common Stock of PubCo to H&W Feeder and the cash consideration specified in the H&W Blocker Contribution Agreement (such cash consideration, the “H&W Blocker Proceeds”). ix. Immediately following the contributions described in Section ix and simultaneously, (1) pursuant to that certain Agreement and Plan of Merger, substantially in the form attached hereto as Exhibit L, by and between PubCo and Rumble Blocker, Rumble Blocker will merge with and into PubCo, pursuant to which the separate corporate existence of Rumble Blocker will cease and PubCo will be the surviving entity, and (2) pursuant to that certain Agreement and Plan of Merger, substantially in the form attached hereto as Exhibit M by and between PubCo and H&W Blocker, H&W Blocker will merge with and into PubCo, pursuant to which the separate corporate existence of H&W Blocker will cease and PubCo will be the surviving entity. x. PubCo shall enter into Subscription Agreements, substantially in the form attached hereto as Exhibit N (the “Subscription Agreements”) with each member of Xponential Holdings), other than (i) all of the capital stock of The Lehigh Press, Inc. and Precision Offset Printing CompanyLCAT Franchise Fitness Holdings, Inc.; , a Delaware corporation (“LCAT”) and (ii) all rights, title and interest any member holding solely unvested “LLC Units” (as defined in the production assets located at Amended LLC Agreement) (the Owensville East facility“Xponential Pre-IPO Members”), including the production assets set forth in Section 5.16(b)(ii) of the Visant Disclosure Schedule. Such assignments, transfers, conveyances and deliveries pursuant to which PubCo shall be by means of documentation in form and substance reasonably acceptable to Buyer, and shall not occur without the prior written consent of Buyer, which consent shall not be unreasonably withheld. (c) Immediately prior to the Closing, Visant shall, or shall cause any issue shares of its Affiliates Class B Common Stock to each Xponential Pre-IPO Member on a one-to-one basis with the number of LLC Units (other than Xxx Xxxxxxxx unvested LLC Units) that will be held by such Xponential Pre-IPO Member after the IPO. xi. PubCo and H&W Investco shall enter into a Contribution Agreement, substantially in the form attached hereto as Exhibit O (the “H&W Investco Contribution Agreement”), pursuant to which H&W Investco shall contribute a portion of its LLC Units to PubCo in exchange for shares of Class A Common Stock equal to the number of LLC Units contributed. xii. Pursuant to [that certain distribution agreement, substantially in the form attached hereto as Exhibit P], H&W Investco shall distribute its shares of Class A Common Stock and certain of its rights under the TRA (as defined below) to MGAG LLC, a Delaware limited liability company and the Transferred Subsidiariesgeneral partner of H&W Investco (“H&W Investco GP”), after which H&W Investco GP and H&W Feeder shall contribute their shares of PubCo Class A Common Stock to [•], a Delaware limited partnership (“H&W Investco II”). xiii. PubCo and Lag Fit shall enter into a Contribution Agreement, substantially in the form attached hereto as Exhibit Q (the “Lag Fit Contribution Agreement”), pursuant to which, Lag Fit shall contribute a portion of its LLC Units to PubCo in exchange for shares of Class A Common Stock equal to the number of LLC Units contributed. b. On the IPO Closing Date: i. PubCo shall use the cash proceeds from the IPO and the issuance of shares of its Convertible Preferred Stock (as defined in the Registration Statement) to: 1. pay the H&W Blocker Proceeds to H&W Feeder, 2. purchase LLC Units from certain Xponential Pre-IPO Members desiring to sell LLC Units to PubCo (each, assumea “Selling Pre-IPO Member”), become responsible for in each case, pursuant to the terms of the Unit Purchase Agreements, substantially in the form attached hereto as Exhibit R (the “Selling Pre-IPO Member Unit Purchase Agreements”), by and agree between PubCo and each Selling Pre-IPO Member, 3. purchase the shares of LCAT from the LCAT shareholders pursuant to paythe terms of the Stock Purchase Agreement substantially in the form attached hereto as Exhibit S (the “LCAT Stock Purchase Agreement”), perform by and discharge when due and hold Xxx Xxxxxxxx among PubCo and the Transferred Subsidiaries and Buyer and their respective Affiliates harmless LCAT shareholders, 4. acquire Preferred Units (up to the number of shares of Convertible Preferred Stock issued), and, to the extent of the remaining cash consideration, LLC Units from and against the Excluded Liabilities. Such assumptions shall be by instruments of assumption and other instruments or documentsXponential Holdings, in each case, pursuant to the terms of the Unit Purchase Agreement substantially in the form attached hereto as Exhibit T (the “Xponential Unit Purchase Agreement”), by and substance reasonably acceptable between PubCo and Xponential Holdings; provided that (x) in the event that the amount of cash contributed to BuyerXponential Holdings pursuant to the Xponential Unit Purchase Agreement is less than the amount of proceeds received in the Preferred Issuance, as a portion of the LLC Units acquired from LCAT will be recapitalized into Preferred Units such that the total number of Preferred Units held by PubCo after the completion of the IPO and Reorganization Transactions is equal to the number of outstanding shares of Convertible Preferred Stock, and (y) for administrative convenience and at the direction of Xponential Holdings, a portion of the cash to be contributed to Xponential Holdings equal to the Class A-5 Redemption Amount may be necessary wired directly to effect Visant or any the Redeemed Class A-5 Members in satisfaction of its AffiliatesXponential Holdings’ obligation to pay such Class A-5 Redemption Amount to the Redeemed Class A-5 Members. ii. Pursuant to that certain Agreement and Plan of Merger, substantially in the form attached hereto as Exhibit U (other than Xxx Xxxxxxxx the “LCAT Merger Agreement”), by and between PubCo and LCAT, LCAT will merge with and into PubCo, pursuant to which the Transferred Subsidiaries) assumption separate corporate existence of LCAT will cease and PubCo will be the Excluded Liabilities, and shall not occur without surviving entity (the prior written consent of Buyer, which consent shall not be unreasonably withheld“LCAT Merger”).

Reorganization Transactions. (a) [Intentionally Omitted]. (b) Immediately prior to the Closing, Visant shall cause Xxx Xxxxxxxx and the Transferred Subsidiaries to transfer, assign, convey and deliver to Visant or any of its Affiliates (other than Xxx Xxxxxxxx and the Transferred Subsidiaries)The Company shall, and shall cause Visant or any of its Affiliates (other than Xxx Xxxxxxxx and the Transferred Subsidiaries) Subsidiaries to assume, all of Xxx Xxxxxxxx and the Transferred Subsidiaries’ existing right, title and interest in and to, the following (collectively, the “Excluded Assets”): (i) all of the capital stock of The Lehigh Press, Inc. and Precision Offset Printing Company, Inc.; (ii) all rights, title and interest in the production assets located at the Owensville East facility, including the production assets set forth in Section 5.16(b)(ii) of the Visant Disclosure Schedule. Such assignments, transfers, conveyances and deliveries shall be by means of documentation in form and substance reasonably acceptable to Buyer, and shall not occur without the prior written consent of Buyer, which consent shall not be unreasonably withheld. (c) Immediately prior use its commercially reasonable efforts to the Closing, Visant shall, or shall cause any of its Affiliates (other than Xxx Xxxxxxxx and the Transferred Subsidiaries) to, assume, become responsible for and agree to pay, perform and discharge when due and hold Xxx Xxxxxxxx and the Transferred Subsidiaries and Buyer and their respective Affiliates harmless from and against Representatives to, on a timely basis, upon the Excluded Liabilities. Such assumptions shall be by instruments reasonable request of assumption and other instruments or documents, in form and substance reasonably acceptable to Buyer, as may be necessary to effect Visant Parent or any of its Affiliates, provide cooperation in connection with any (i) reorganization of the Company’s or any of its Subsidiaries’ corporate structure, capital structure, business or operations, or (ii) sale, transfer, assignment, abandonment or other disposition of securities, assets, rights or businesses of the Company or any of its Subsidiaries, in each case, to be completed or effective at or immediately prior to (but subject to the occurrence of) the Effective Time (a “Reorganization Transaction”); provided, that the Company shall, and shall cause its Subsidiaries to, provide Parent and its counsel reasonable opportunity to review and comment on any documentation related to a Reorganization Transaction prior to the execution and delivery thereof, which documentation shall be subject to the prior approval of Parent; provided, further, however, that nothing in this Section 6.23 shall require such cooperation to the extent it would, or would be likely to, (A) interfere unreasonably with the business or operations of the Company or any of its Subsidiaries, (B) require the Company or any of its Subsidiaries to take any action that will conflict with or violate the Company’s or any such Subsidiary’s constitutional documents or any applicable Law, (C) require the Company or any of its Subsidiaries to enter into or approve any documentation that does not take effect subject to the occurrence of the Closing, or (D) require the Company or any of its Subsidiaries to bear any out-of-pocket third party cost or expense or pay any fee (other than Xxx Xxxxxxxx those costs and fees that Parent commits to reimburse) or provide any indemnity (other than any indemnity that Parent commits to reimburse or indemnify the Transferred Subsidiaries) assumption of Company for). The foregoing activities will not delay the Excluded Liabilities, and shall not Closing beyond the date that it is required to occur without the prior written consent of Buyer, which consent shall not be unreasonably withheldunder Section 1.2.

Reorganization Transactions. (a) [Intentionally Omitted]. Seller and Company shall take all necessary steps to promptly following the date of this Agreement, and in any event no later one (b1) Immediately day prior to the Closing, Visant consummate the following reorganization transactions (the “Reorganization Transactions”): (i) Company shall cause Xxx Xxxxxxxx and the Transferred Subsidiaries to transfer, assign, convey and deliver to Visant or any of its Affiliates (other than Xxx Xxxxxxxx and the Transferred Subsidiaries), and shall cause Visant or any of its Affiliates (other than Xxx Xxxxxxxx and the Transferred Subsidiaries) to assume, all of Xxx Xxxxxxxx and the Transferred Subsidiaries’ existing right, title and interest in and to, to the following (collectively, the “Excluded Assets”): (i) all of the capital stock of The Lehigh Press, equity in Celerium Inc. and Precision Offset Printing CompanyCompany Subsidiary, Inc.; free and clear of all Encumbrances (other than Permitted Encumbrances), to be transferred, conveyed and assigned to Seller, it being understood and agreed that (1) Company shall not have any rights, responsibilities, Liabilities or obligations to or in respect of any Non-Target Parties at any time following the Closing, (2) Buyer shall not have any rights, responsibilities, Liabilities or obligations to or in respect of any Non-Target Parties at any time prior to or following the Closing, except as otherwise set forth in any transition services agreement, and (3) between the Closing and the Company Subsidiary Transfer Date, neither Company nor Buyer shall have any rights, responsibilities, Liabilities or obligations to or in respect of Company Subsidiary, except as otherwise expressly set forth in this Agreement or in any transition services agreement. (ii) (1) Seller and Company shall cause one or more of the Non-Target Parties, as applicable, to transfer, convey and assign to Company all rightsright, title and interest in and to the production assets located listed on Schedule 2.2(a)(ii)(1), free and clear of all Encumbrances (other than Permitted Encumbrances); and (2) Company shall transfer, convey and assign to one or more of the Non-Target Parties all right, title and interest in and to the assets listed on Schedule 2.2(a)(ii)(2), free and clear of all Encumbrances (other than Permitted Encumbrances), it being understood and agreed that Company shall not have any rights, responsibilities, Liabilities or obligations to or in respect of any of the assets listed on Schedule 2.2(a)(ii)(2) at any time following the Owensville East facilityClosing and Buyer shall not have any rights, including responsibilities, Liabilities or obligations to or in respect of any of the production assets listed on Schedule 2.2(a)(ii)(2) at any time prior to or following the Closing, except as otherwise set forth in Section 5.16(b)(iiany transition services agreement. (1) Seller and Company shall cause one or more of the Visant Disclosure Schedule. Such assignmentsNon-Target Parties, transfersas applicable, conveyances to transfer, convey and deliveries assign to Company all right, title and interest in and to the Contracts listed on Schedule 2.2(a)(iii)(1), free and clear of all Encumbrances (other than Permitted Encumbrances); and (2) Company shall transfer, convey and assign to one or more of the Non-Target Parties all right, title and interest in and to the Contracts listed on Schedule 2.2(a)(iii)(2), free and clear of all Encumbrances (other than Permitted Encumbrances), it being understood and agreed that Company shall not have any rights, responsibilities, Liabilities or obligations to or in respect of any of the Contracts listed on Schedule 2.2(a)(iii)(2) at any time following the Closing and Buyer shall not have any rights, responsibilities, Liabilities or obligations to or in respect of any of the Contracts listed on Schedule 2.2(a)(iii)(2) at any time prior to or following the Closing, except as otherwise set forth in any transition services agreement. (iv) Company shall transfer the employment of those Persons listed on Schedule 2.2(a)(iv) (the “Transferred Employees”) to one of the Non-Target Parties, or otherwise cause such Persons to cease to be employed by means Company, prior to Closing, it being understood and agreed that, at any time following the Closing, Company shall not have any rights, responsibilities, Liabilities or obligations to or in respect of documentation any of the Transferred Employees pursuant to this Agreement and Buyer shall not, pursuant to this Agreement, have any rights, responsibilities, Liabilities or obligations to or in form and substance reasonably acceptable respect of any of the Transferred Employees at any time prior to Buyeror following the Closing, except as otherwise set forth in any transition services agreement. (v) Company shall terminate the employment of those Persons listed on Schedule 2.2(a)(v) (the “Terminated Company Employees”) effective as of immediately prior to the Closing, and agrees that Buyer shall have the right, in its discretion, to seek to engage any of such Terminated Company Employees as independent contractors after the Closing. (vi) Seller and Company shall cause all responsibilities, Liabilities and obligations associated with or related to (i) the assets listed on Schedule 2.2(a)(ii)(2), (ii) the Contracts listed on Schedule 2.2(a)(iii)(2), and (iii) the Transferred Employees to be assumed by Seller or any of the Non-Target Parties. (b) Seller shall take all necessary steps promptly following the Closing, and in any event not occur without later than one day prior to the Company Subsidiary Transfer Date, to cause Company Subsidiary to transfer and assign to an Affiliate of Seller all Street Smart Assets, including all such assets and liabilities listed in Schedule 2.2(b) (the “Street Smart Transfer”). (c) Seller may, to the extent its tax or legal advisors determine it is reasonably necessary or advisable, amend, modify or waive any or all of the Reorganization Transactions; provided, however, that any such amendment, modification or waiver shall require Buyer’s prior written consent of Buyer, (which consent shall not be unreasonably withheldwithheld or delayed). (c) Immediately prior to the Closing, Visant shall, or shall cause any of its Affiliates (other than Xxx Xxxxxxxx and the Transferred Subsidiaries) to, assume, become responsible for and agree to pay, perform and discharge when due and hold Xxx Xxxxxxxx and the Transferred Subsidiaries and Buyer and their respective Affiliates harmless from and against the Excluded Liabilities. Such assumptions shall be by instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to Buyer, as may be necessary to effect Visant or any of its Affiliates’ (other than Xxx Xxxxxxxx and the Transferred Subsidiaries) assumption of the Excluded Liabilities, and shall not occur without the prior written consent of Buyer, which consent shall not be unreasonably withheld.