Common use of Reporting Requirements; Rule 144 Clause in Contracts

Reporting Requirements; Rule 144. Following the IPO, the Company shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company is not required to file such reports during such period, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the date upon which no Holder owns any Registrable Securities, the Company shall forthwith upon request furnish any Holder (i) a written statement by the Company as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents filed by the Company with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following the IPO, the The Company shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company is not required to file such reports during such period, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the date upon which no Holder owns any Registrable Securities, the Company shall forthwith upon request furnish any Holder (i) a written statement by the Company as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents filed by the Company with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following the IPO, the The Company shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and any other applicable laws or rules, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company is not required to file such reports during such period, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the first anniversary of the date upon which no Holder owns any Registrable Securities, the Company shall forthwith upon request furnish any Holder (i) a written statement by the Company as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents filed by the Company with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following the IPO, the Company shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company is not required to file such reports during such period, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the date upon which no Holder owns any Registrable Securities or Class B Shares convertible into Registrable Securities, the Company shall forthwith upon request furnish any Holder (i) a written statement by the Company as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents filed by the Company with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following Until the IPOexpiration or termination of this Agreement in accordance with its terms, the Company SpinCo shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and thereafter any other applicable laws or rules, and shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company SpinCo is not required to file such reports during such periodreports, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales Sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the first anniversary of the date upon which no Holder owns any Registrable Securities, the Company SpinCo shall forthwith upon request furnish any Holder (i) a written statement by the Company SpinCo as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the CompanySpinCo, and (iii) such other reports and documents filed by the Company SpinCo with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale Sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following the IPO, the Company Zoetis shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and any other applicable laws or rules, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company Zoetis is not required to file such reports during such period, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the first anniversary of the date upon which no Holder owns any Registrable Securities, the Company Zoetis shall forthwith upon request furnish any Holder (i) a written statement by the Company Zoetis as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the CompanyZoetis, and (iii) such other reports and documents filed by the Company Zoetis with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following Until the IPOfirst anniversary of the Distribution, the Company shall use its commercially reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and any other applicable laws or rules, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company is not required to file such reports during such period, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. From and after the date hereof through the date upon which no Holder owns any Registrable Securitiesfirst anniversary of the Distribution, the Company shall forthwith upon request furnish any Holder (i) a written statement by the Company as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents filed by the Company with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following Until the IPOearlier of (a) the expiration or termination of this Agreement in accordance with its terms and (b) the date upon which the Baxter Group ceases to own any Registrable Securities, the Company Baxalta shall use its commercially reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and any other applicable laws or rules, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or Sections 13, 14 and 15(d) (whichever is ), as applicable) , of the Exchange Act. If the Company is not required to file such reports during such period, it will, upon the request of any Holder, make publicly available such necessary information Act so that Baxalta will qualify for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, registration on Form S-3 and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder the Baxter Group to sell Sell Registrable Securities without Registration registration under the Securities Act within the limitation of consistent with the exemptions from registration under the Securities Act provided by (ai) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (bii) any similar SEC rule or regulation hereafter adopted by the SECthen in effect. From and after the date hereof through the earlier of the expiration or termination of this Agreement in accordance with its terms and the date upon which no Holder owns the Baxter Group ceases to own any Registrable Securities, the Company Baxalta shall forthwith upon request furnish any Holder (ix) a written statement by the Company Baxalta as to whether it has complied with such requirements and, if not, the specifics thereof, (iiy) a copy of the most recent annual or quarterly report of the Company, Baxalta and (iiiz) such other reports and documents filed by the Company Baxalta with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale offering and Sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following Until the IPOearlier of (a) the expiration or termination of this Agreement in accordance with its terms and (b) the date upon which the Valero Group ceases to own any Registrable Securities, the Company Corner Store shall use its commercially reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and any other applicable laws or rules, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or Sections 13, 14 and 15(d) (whichever is ), as applicable) , of the Exchange Act. If the Company is not required to file such reports during such period, it will, upon the request of any Holder, make publicly available such necessary information Act so that Corner Store will qualify for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, registration on Form S-3 and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder the Valero Group to sell Sell Registrable Securities without Registration registration under the Securities Act within the limitation of consistent with the exemptions from registration under the Securities Act provided by (ai) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (bii) any similar SEC rule or regulation hereafter adopted by the SECthen in effect. From and after the date hereof through the earlier of the expiration or termination of this Agreement in accordance with its terms and the date upon which no Holder owns the Valero Group ceases to own any Registrable Securities, the Company Corner Store shall forthwith upon request furnish any Holder (ix) a written statement by the Company Corner Store as to whether it has complied with such requirements and, if not, the specifics thereof, (iiy) a copy of the most recent annual or quarterly report of the Company, Corner Store and (iiiz) such other reports and documents filed by the Company Corner Store with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale offering and Sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following Until the IPOearlier of (a) the expiration or termination of this Agreement in accordance with its terms and (b) the date upon which RRD ceases to own any Registrable Securities, the Company Donnelley Financial shall use its commercially reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and any other applicable laws or rules, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or Sections 13, 14 and 15(d) (whichever is ), as applicable) , of the Exchange Act. If Act so that Donnelley Financial will qualify for registration on Form S-3 at such time as it may be first eligible (it being understood that as of the Company date hereof, Donnelley Financial is not required eligible to file such reports during such period, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, register securities on Form S-3) and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder RRD to sell Sell Registrable Securities without Registration registration under the Securities Act within the limitation of consistent with the exemptions from registration under the Securities Act provided by (ai) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (bii) any similar SEC rule or regulation hereafter adopted by the SECthen in effect. From and after the date hereof through the earlier of the expiration or termination of this Agreement in accordance with its terms and the date upon which no Holder owns RRD ceases to own any Registrable Securities, the Company Donnelley Financial shall forthwith upon request furnish any Holder (ix) a written statement by the Company Donnelley Financial as to whether it has complied with such requirements and, if not, the specifics thereof, (iiy) a copy of the most recent annual or quarterly report of the Company, Donnelley Financial and (iiiz) such other reports and documents filed by the Company Donnelley Financial with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale offering and Sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following Until the IPOearlier of (a) the expiration or termination of this Agreement in accordance with its terms and (b) the date upon which the WHI Group ceases to own any Registrable Securities, the Company CS&L shall use its commercially reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and any other applicable laws or rules, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or Sections 13, 14 and 15(d) (whichever is ), as applicable) , of the Exchange Act. If the Company is not required to file such reports during such period, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder may reasonably request, all to the extent required from time to time Act in order to enable such Holder the WHI Group to sell Sell Registrable Securities without Registration registration under the Securities Act within the limitation of consistent with the exemptions from registration under the Securities Act provided by (ai) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (bii) any similar SEC rule or regulation hereafter adopted by the SECthen in effect. From and after the date hereof through the earlier of the expiration or termination of this Agreement in accordance with its terms and the date upon which no Holder owns the WHI Group ceases to own any Registrable Securities, the Company CS&L shall forthwith upon request furnish any Holder (ix) a written statement by the Company CS&L as to whether it has complied with such requirements and, if not, the specifics thereof, (iiy) a copy of the most recent annual or quarterly report of the CompanyCS&L, and (iiiz) such other reports and documents filed by the Company CS&L with the SEC SEC, as such Holder may reasonably request in availing itself of an exemption for the sale offering and Sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following Until the IPOexpiration or termination of this Agreement in accordance with its terms, the Company shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SECCommission’s rules and regulations, including the Exchange Act, and thereafter any other applicable laws or rules, and shall timely file such information, documents and reports as the SEC Commission may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company is not required to file such reports during such periodreports, it will, upon the request of any Sphere Entertainment Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Sphere Entertainment Holder may reasonably request, all to the extent required from time to time to enable such Sphere Entertainment Holder to sell Registrable Securities the Shares without Registration registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the first anniversary of the date upon which no Sphere Entertainment Holder owns any Registrable SecuritiesShares, the Company shall forthwith upon request furnish any Sphere Entertainment Holder (i) a written statement by the Company as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents filed by the Company with the SEC Commission as such Sphere Entertainment Holder may reasonably request in availing itself of an exemption for the sale of Registrable Securities Shares without registration under the Securities Act.

Reporting Requirements; Rule 144. Following Until the IPOearlier of (a) the expiration or termination of this Agreement in accordance with its terms and (b) the date upon which RRD ceases to own any Registrable Securities, the Company LSC shall use its commercially reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and any other applicable laws or rules, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or Sections 13, 14 and 15(d) (whichever is ), as applicable) , of the Exchange Act. If Act so that LSC will qualify for registration on Form S-3 at such time as it may be first eligible (it being understood that as of the Company date hereof, LSC is not required eligible to file such reports during such period, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, register securities on Form S-3) and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder RRD to sell Sell Registrable Securities without Registration registration under the Securities Act within the limitation of consistent with the exemptions from registration under the Securities Act provided by (ai) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (bii) any similar SEC rule or regulation hereafter adopted by the SECthen in effect. From and after the date hereof through the earlier of the expiration or termination of this Agreement in accordance with its terms and the date upon which no Holder owns RRD ceases to own any Registrable Securities, the Company LSC shall forthwith upon request furnish any Holder (ix) a written statement by the Company LSC as to whether it has complied with such requirements and, if not, the specifics thereof, (iiy) a copy of the most recent annual or quarterly report of the Company, LSC and (iiiz) such other reports and documents filed by the Company LSC with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale offering and Sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following the IPO, the Company shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company is not required to file such reports during such period, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the date upon which no Holder owns any Registrable Securities or Class B Common Shares convertible into Registrable Securities, the Company shall forthwith upon request furnish any Holder (i) a written statement by the Company as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents filed by the Company with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following the IPO, the The Company shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company is not required to file such reports during such period, it will, upon the request of any Holderthe HL Management Stockholder Representative, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder the HL Management Stockholder Representative may reasonably request, all to the extent required from time to time to enable such Holder the HL Management Stockholders to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the date upon which the HL Management Stockholders no Holder owns longer own any Registrable Securities, the Company shall forthwith upon request furnish any Holder the HL Management Stockholder Representative (i) a written statement by the Company as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents filed by the Company with the SEC as such Holder the HL Management Stockholder Representative may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following the IPO, the Company Envista shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and thereafter any other applicable laws or rules, and shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company Envista is not required to file such reports during such periodreports, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the first anniversary of the date upon which no Holder owns any Registrable Securities, the Company Envista shall forthwith upon request furnish any Holder (i) a written statement by the Company Envista as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the CompanyEnvista, and (iii) such other reports and documents filed by the Company Envista with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following Until the IPOearlier of (i) the expiration or termination of this Agreement in accordance with its terms and (ii) the date upon which any Holder ceases to own any Registrable Securities, the Company shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and any other applicable laws or rules, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or Sections 13, 14 and 15(d) (whichever is ), as applicable) , of the Exchange Act. If Act so that the Company is not required to file such reports during such period, it will, upon the request of any Holder, make publicly available such necessary information will qualify for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, registration on Form S-3 and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder the Holder(s) to sell Sell Registrable Securities without Registration registration under the Securities Act within the limitation of consistent with the exemptions from registration under the Securities Act provided by (a1) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b2) any similar SEC rule or regulation hereafter adopted by the SECthen in effect. From and after the date hereof through the earlier of the expiration or termination of this Agreement in accordance with its terms and the date upon which no any Holder owns ceases to own any Registrable Securities, the Company shall forthwith upon request furnish any Holder (ix) a written statement by the Company as to whether it has complied with such requirements and, if not, the specifics thereof, (iiy) a copy of the most recent annual or quarterly report of the Company, Company and (iiiz) such other reports and documents filed by the Company with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale offering and Sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following Until the IPOexpiration or termination of this Agreement in accordance with its terms, the Company HealthCare shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and thereafter any other applicable Laws or rules, and shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company HealthCare is not required to file such reports during such periodreports, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales Sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the first anniversary of the date upon which no Holder owns any Registrable Securities, the Company HealthCare shall forthwith upon request furnish any Holder (i) a written statement by the Company HealthCare as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the CompanyHealthCare, and (iii) such other reports and documents filed by the Company HealthCare with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale Sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following the IPO, the The Company shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company is not required to file such reports during such period, it will, upon the request of any HolderORIX, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder ORIX may reasonably request, all to the extent required from time to time to enable such Holder ORIX to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the date upon which ORIX no Holder longer owns any Registrable Securities, the Company shall forthwith upon request furnish any Holder ORIX (i) a written statement by the Company as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents filed by the Company with the SEC as such Holder ORIX may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following Until the IPOexpiration or termination of this Agreement in accordance with its terms, the Company ESAB shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and thereafter any other applicable laws or rules, and shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company ESAB is not required to file such reports during such periodreports, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales Sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the first anniversary of the date upon which no Holder owns any Registrable Securities, the Company ESAB shall forthwith upon request furnish any Holder (i) a written statement by the Company ESAB as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the CompanyESAB, and (iii) such other reports and documents filed by the Company ESAB with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale Sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following the IPO, the Company Filtration shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and thereafter any other applicable laws or rules, and shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company Filtration is not required to file such reports during such periodreports, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the first anniversary of the date upon which no Holder owns any Registrable Securities, the Company Filtration shall forthwith upon request furnish any Holder (i) a written statement by the Company Filtration as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the CompanyFiltration, and (iii) such other reports and documents filed by the Company Filtration with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following Until the IPOearlier of (a) the expiration or termination of this Agreement in accordance with its terms and (b) the date upon which the Cash America Group ceases to own any Registrable Securities, the Company Enova shall use its commercially reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and any other applicable laws or rules, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or Sections 13, 14 and 15(d) (whichever is ), as applicable) , of the Exchange Act. If the Company is not required to file such reports during such period, it will, upon the request of any Holder, make publicly available such necessary information Act so that Enova will qualify for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, registration on Form S-3 and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder the Cash America Group to sell Sell Registrable Securities without Registration registration under the Securities Act within the limitation of consistent with the exemptions from registration under the Securities Act provided by (ai) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (bii) any similar SEC rule or regulation hereafter adopted by the SECthen in effect. From and after the date hereof through the earlier of the expiration or termination of this Agreement in accordance with its terms and the date upon which no Holder owns the Cash America Group ceases to own any Registrable Securities, the Company Enova shall forthwith upon request furnish any Holder (ix) a written statement by the Company Enova as to whether it has complied with such requirements and, if not, the specifics thereof, (iiy) a copy of the most recent annual or quarterly report of the Company, Enova and (iiiz) such other reports and documents filed by the Company Enova with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale offering and Sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following Until the IPOexpiration or termination of this Agreement in accordance with its terms, the Company Vontier shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and thereafter any other applicable laws or rules, and shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company Vontier is not required to file such reports during such periodreports, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales Sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the first anniversary of the date upon which no Holder owns any Registrable Securities, the Company Vontier shall forthwith upon request furnish any Holder (i) a written statement by the Company Vontier as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the CompanyVontier, and (iii) such other reports and documents filed by the Company Vontier with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale Sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following Until the IPOexpiration or termination of this Agreement in accordance with its terms, the Company Kyndryl shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and thereafter any other applicable laws or rules, and shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company Kyndryl is not required to file such reports during such periodreports, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales Sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the first anniversary of the date upon which no Holder owns any Registrable Securities, the Company Kyndryl shall forthwith upon request furnish any Holder (i) a written statement by the Company Kyndryl as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the CompanyKyndryl, and (iii) such other reports and documents filed by the Company Kyndryl with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale Sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following the IPO, the Company Elanco shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and any other applicable laws or rules, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company Elanco is not required to file such reports during such period, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the first anniversary of the date upon which no Holder owns any Registrable Securities, the Company Elanco shall forthwith upon request furnish any Holder (i) a written statement by the Company Elanco as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the CompanyElanco, and (iii) such other reports and documents filed by the Company Elanco with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following the IPO, the Company SunCoke shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and any other applicable laws or rules, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company SunCoke is not required to file such reports during such period, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. From and after the date hereof through the date upon which no Holder owns any Registrable Securitiesfirst anniversary of the Distribution, the Company SunCoke shall forthwith upon request furnish any Holder (i) a written statement by the Company SunCoke as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the CompanySunCoke, and (iii) such other reports and documents filed by the Company SunCoke with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following the IPO, the The Company shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company is not required to file such reports during such period, it will, upon the request of any HolderRBSG, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder RBSG may reasonably request, all to the extent required from time to time to enable such Holder RBSG to sell Registrable Securities Retained Notes without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the date upon which RBSG no Holder longer owns any Registrable SecuritiesRetained Notes, the Company shall forthwith forthwith, upon the written request of RBSG, furnish any Holder (i) a written statement by the Company as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents filed by the Company with the SEC as such Holder RBSG may reasonably request in availing itself of an exemption for the sale of Registrable Securities Retained Notes without registration under the Securities Act; provided that any document publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval system shall satisfy the requirements hereof.

Reporting Requirements; Rule 144. Following the IPO, the Company shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company is not required to file such reports during such period, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the date upon which no Holder owns any Registrable Securities or Class B Ordinary Shares convertible into Registrable Securities, the Company shall forthwith upon request furnish any Holder (i) a written statement by the Company as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents filed by the Company with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following the IPO, the Company shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company is not required to file such reports during such period, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the date upon which no Holder owns any Registrable ​ ​ Securities, the Company shall forthwith upon request furnish any Holder (i) a written statement by the Company as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents filed by the Company with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following the IPO, the The Company shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company is not required to file such reports during such period, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the date upon which no Holder owns any Registrable Securities, the Company shall forthwith upon request furnish any Holder (i) a written statement by the Company as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents filed by the Company with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act.. Confidential treatment requested by the registrant for its submission of this draft registration statement pursuant to Securities and Exchange Commission Rule 83 HUD-266

Reporting Requirements; Rule 144. Following the IPO, the Company Vontier shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and thereafter any other applicable laws or rules, and shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company Vontier is not required to file such reports during such periodreports, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the first anniversary of the date upon which no Holder owns any Registrable Securities, the Company Vontier shall forthwith upon request furnish any Holder (i) a written statement by the Company Vontier as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the CompanyVontier, and (iii) such other reports and documents filed by the Company Vontier with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following Until the IPOearlier of (a) the expiration or termination of this Agreement in accordance with its terms and (b) the date upon which the Holders cease to own any Registrable Securities, the Company CS&L shall use its commercially reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and any other applicable laws or rules, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or Sections 13, 14 and 15(d) (whichever is ), as applicable) , of the Exchange Act. If the Company is not required to file such reports during such period, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder may reasonably request, all to the extent required from time to time Act in order to enable such Holder the Holders to sell Sell Registrable Securities without Registration registration under the Securities Act within the limitation of consistent with the exemptions from registration under the Securities Act provided by (ai) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (bii) any similar SEC rule or regulation hereafter adopted by the SECthen in effect. From and after the date hereof through the earlier of the expiration or termination of this Agreement in accordance with its terms and the date upon which no Holder owns the Holders cease to own any Registrable Securities, the Company CS&L shall forthwith upon request furnish any Holder (ix) a written statement by the Company CS&L as to whether it has complied with such requirements and, if not, the specifics thereof, (iiy) a copy of the most recent annual or quarterly report of the Company, CS&L and (iiiz) such other reports and documents filed by the Company CS&L with the SEC SEC, as such Holder may reasonably request in availing itself of an exemption for the sale offering and Sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following Until the IPOexpiration or termination of this Agreement in accordance with its terms, the Company Veralto shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and thereafter any other applicable laws or rules, and shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company Veralto is not required to file such reports during such periodreports, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales Sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the first anniversary of the date upon which no Holder owns any Registrable Securities, the Company Veralto shall forthwith upon request furnish any Holder (i) a written statement by the Company Xxxxxxx as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the CompanyVeralto, and (iii) such other reports and documents filed by the Company Veralto with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale Sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following Until the IPOearlier of the expiration or termination of this Agreement or the date upon which Ralcorp and its Subsidiaries (other than Post and its Subsidiaries) cease to own any Retained Shares, the Company Post shall use its commercially reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and any other applicable laws or rules, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or Sections 13, 14 and 15(d) (whichever is ), as applicable) , of the Exchange Act. If the Company is not required to file such reports during such period, it will, upon the request of any Holder, make publicly available such necessary information Act so that Post will qualify for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, registration on Form S-3 and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder Ralcorp to sell Registrable Securities without Registration registration under the Securities Act within the limitation of the exemptions provided by (ai) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (bii) any similar rule or regulation hereafter adopted promulgated by the SEC. From and after the date hereof through the earlier of the expiration or termination of this Agreement or the date upon which no Holder owns Ralcorp and its Subsidiaries (other than Post and its Subsidiaries) cease to own any Registrable SecuritiesRetained Shares, the Company Post shall forthwith upon request furnish any Holder (i) a written statement by the Company Post as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the CompanyPost, and (iii) such other reports and documents filed by the Company Post with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act.

Reporting Requirements; Rule 144. Following Until the IPOexpiration or termination of this Agreement in accordance with its terms, the Company shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SECCommission’s rules and regulations, including the Exchange Act, and thereafter any other applicable laws or rules, and shall timely file such information, documents and reports as the SEC Commission may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company is not required to file such reports during such periodreports, it will, upon the request of any MSG Sphere Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any MSG Sphere Holder may reasonably request, all to the extent required from time to time to enable such MSG Sphere Holder to sell Registrable Securities the Shares without Registration registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the first anniversary of the date upon which no MSG Sphere Holder owns any Registrable SecuritiesShares, the Company shall forthwith upon request furnish any MSG Sphere Holder (i) a written statement by the Company as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents filed by the Company with the SEC Commission as such MSG Sphere Holder may reasonably request in availing itself of an exemption for the sale of Registrable Securities Shares without registration under the Securities Act.