Common use of The IPO Clause in Contracts

The IPO. The Company shall cooperate with, and take all actions reasonably requested by, Pfizer in connection with the IPO. In furtherance thereof, to the extent not undertaken and completed prior to the execution of this Agreement: (a) The Company shall file the IPO Registration Statement, and such amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by the Equity Underwriting Agreement, the Commission and applicable Law, including federal, state or foreign securities Laws. The Company shall also cooperate in preparing, filing with the Commission and causing to become effective a registration statement registering the Class A Common Stock under the Exchange Act, and any registration statements or amendments thereof that are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO or the other transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Company shall enter into the Equity Underwriting Agreement, in form and substance reasonably satisfactory to Pfizer and shall comply with their respective obligations thereunder. (c) The Company shall use its commercially reasonable efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws under any foreign jurisdictions) in connection with the IPO. (d) The Company shall participate in the preparation of materials and presentations as any of Pfizer, the Debt-for-Equity Exchange Parties, and the Equity Underwriters shall deem necessary or desirable in connection with the IPO. (e) The Company will cooperate in all respects with Pfizer, the Debt-for-Equity Exchange Parties and the Equity Underwriters in connection with the pricing of the Class A Common Stock to be issued in the IPO and the timing of the IPO and will, at any such party’s request, promptly take any and all actions necessary or desirable to consummate the IPO as contemplated by the IPO Registration Statement and the Equity Underwriting Agreement. (f) The Company shall prepare, file and use its commercially reasonable efforts to seek to make effective an application for listing of the Class A Common Stock issued in the IPO on the [—].

The IPO. The Company Venator shall cooperate with, and take all actions reasonably requested by, Pfizer Huntsman in connection with the IPO. In furtherance thereof, to the extent not undertaken and completed prior to the execution of this Agreement: (a) The Company Venator shall file the IPO Registration Statement, and such amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by the Equity Underwriting Agreement, the Commission SEC and applicable Law, including federal, state or foreign securities Laws. The Company Venator shall also cooperate in preparing, filing with the Commission SEC and causing to become effective a registration statement registering the Class A Common Stock Ordinary Shares under the Exchange Act, and any registration statements or amendments thereof that are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO or the other transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Company Venator shall enter into the Equity Underwriting Agreement, in form and substance reasonably satisfactory to Pfizer Huntsman and shall comply with their respective obligations thereunder. (c) The Company Venator shall use its commercially reasonable reasonably efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws under any foreign jurisdictions) in connection with the IPO. (d) The Company Venator shall participate in the preparation of materials and presentations as any of Pfizer, the Debt-for-Equity Exchange Parties, Huntsman and the Equity Underwriters shall deem necessary or desirable in connection with the IPO. (e) The Company Venator will cooperate in all respects with Pfizer, the Debt-for-Equity Exchange Parties Huntsman and the Equity Underwriters in connection with the pricing of the Class A Common Stock Ordinary Shares to be issued sold in the IPO and the timing of the IPO and will, at any such party’s request, promptly take any and all actions necessary or desirable to consummate the IPO as contemplated by the IPO Registration Statement and the Equity Underwriting Agreement. (f) The Company Venator shall prepare, file and use its commercially reasonable efforts to seek to make effective an application for listing of the Class A Common Stock issued Ordinary Shares sold in the IPO on the [—]New York Stock Exchange.

The IPO. The Company shall cooperate with, and take all actions reasonably requested by, Pfizer MMC in connection with the IPO. In furtherance thereof, to the extent not undertaken and completed prior to the execution of this Agreement: (a) The Company shall file the IPO Registration Statement, and such amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by the Equity Underwriting Agreement, the Commission and applicable Law, including federal, state or foreign securities Laws. The Company shall also cooperate in preparing, filing with the Commission and causing to become effective a registration statement registering the Class A Common Stock under the Exchange Act, and any registration statements or amendments thereof that are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO or the other transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Company and MMC shall enter into the Equity Underwriting Agreement, in form and substance reasonably satisfactory to Pfizer MMC and shall comply with their respective obligations thereunder. (c) The Company shall use its commercially reasonable efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws under any foreign jurisdictions) in connection with the IPO. (d) The Company shall participate in the preparation of materials and presentations as any of Pfizer, the Debt-for-Equity Exchange Parties, and the Equity Underwriters shall deem necessary or desirable in connection with the IPO. (e) The Company will cooperate in all respects with PfizerMMC, the Debt-for-Equity Exchange Parties and the Equity Underwriters in connection with the pricing of the Class A Common Stock to be issued in the IPO and the timing of the IPO and will, at any such party’s request, promptly take any and all actions necessary or desirable to consummate the IPO as contemplated by the IPO Registration Statement and the Equity Underwriting Agreement. (fe) The Company shall prepare, file and use its commercially reasonable efforts to seek to make effective an application for listing of the Class A Common Stock issued in the IPO on the [—]New York Stock Exchange.

The IPO. The Subject to the terms and conditions hereof, each of Parent and the Company shall cooperate with, and take all actions reasonably requested by, Pfizer in connection with use their commercially reasonable efforts to consummate the IPO. In furtherance thereof, including by taking the actions specified in this Section 3.01, to the extent not undertaken and completed prior to the execution of this Agreement: (a) The the Company shall prepare and file the IPO Registration Statement, and such amendments or supplements thereto, to the IPO Registration Statement as may be necessary in order to cause the same to become and remain effective as required by the Equity Underwriting Agreement, the Commission SEC and applicable Law, including federal, state or foreign securities Laws. The Company , and shall also cooperate in preparing, filing with the Commission SEC and causing to become effective a registration statement registering the Class A Common Stock under the Exchange Act, and any registration statements or amendments thereof that are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO or the other transactions contemplated by this Agreement and the Ancillary Agreements.Transactions; (b) The the Company shall enter into the Equity Underwriting Agreement, in form and substance reasonably satisfactory to Pfizer Parent, and shall comply with their respective its obligations thereunder.; (c) The the Company shall use its commercially reasonable efforts to take all such action actions as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws under any foreign jurisdictions) in connection with the IPO.; (d) The the Company shall prepare, file and use its commercially reasonable efforts to seek to make effective an application for listing of the Company Common Stock issued in the IPO on NYSE; (e) the Company shall participate in the preparation of materials and presentations as any of Pfizer, the Debt-for-Equity Exchange Parties, Parent and the Equity Underwriters shall deem necessary or desirable in connection with the IPO.; and (ef) The the Company will cooperate in all respects with Pfizer, the Debt-for-Equity Exchange Parties Parent and the Equity Underwriters in connection with the pricing of the Class A Company Common Stock to be issued in the IPO and the timing of the IPO and will, at any such party’s request, promptly take any and all actions necessary or desirable to consummate the IPO as contemplated by the IPO Registration Statement and the Equity Underwriting Agreement. (f) The Company shall prepare, file and use its commercially reasonable efforts to seek to make effective an application for listing of the Class A Common Stock issued in the IPO on the [—].

The IPO. The Company Venator shall cooperate with, and take all actions reasonably requested by, Pfizer Huntsman in connection with the IPO. In furtherance thereof, to the extent not undertaken and completed prior to the execution of this Agreement: (a) The Company Venator shall file the IPO Registration Statement, and such amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by the Equity Underwriting Agreement, the Commission SEC and applicable Law, including federal, state or foreign securities Laws. The Company Venator shall also cooperate in preparing, filing with the Commission SEC and causing to become effective a registration statement registering the Class A Common Stock Venator Ordinary Shares under the Exchange Act, and any registration statements or amendments thereof that are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO or the other transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Company Venator shall enter into the Equity Underwriting Agreement, in form and substance reasonably satisfactory to Pfizer Huntsman and shall comply with their respective its obligations thereunder. (c) The Company Venator shall use its commercially reasonable reasonably efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws under any foreign jurisdictions) in connection with the IPO. (d) The Company Venator shall participate in the preparation of materials and presentations as any of Pfizer, the Debt-for-Equity Exchange Parties, Huntsman and the Equity Underwriters shall deem necessary or desirable in connection with the IPO. (e) The Company Venator will cooperate in all respects with Pfizer, the Debt-for-Equity Exchange Parties Huntsman and the Equity Underwriters in connection with the pricing of the Class A Common Stock Venator Ordinary Shares to be issued sold in the IPO and the timing of the IPO and will, at any such party’s request, promptly take any and all actions necessary or desirable to consummate the IPO as contemplated by the IPO Registration Statement and the Equity Underwriting Agreement. (f) The Company Venator shall prepare, file and use its commercially reasonable efforts to seek to make effective an application for listing of the Class A Common Stock issued Venator Ordinary Shares sold in the IPO on the [—]New York Stock Exchange.

The IPO. The Subject to the terms and conditions hereof, each of Parent and the Company shall cooperate with, and take all actions reasonably requested by, Pfizer in connection with use their commercially reasonable efforts to consummate the IPO. In furtherance thereof, including by taking the actions specified in this ‎Section 3.01, to the extent not undertaken and completed prior to the execution of this Agreement: (a) The the Company shall prepare and file the IPO Registration Statement, and such amendments or supplements thereto, to the IPO Registration Statement as may be necessary in order to cause the same to become and remain effective as required by the Equity Underwriting Agreement, the Commission SEC and applicable Law, including federal, state or foreign securities Laws. The Company , and shall also cooperate in preparing, filing with the Commission SEC and causing to become effective a registration statement registering the Class A Common Stock under the Exchange Act, and any registration statements or amendments thereof that are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO or the other transactions contemplated by this Agreement and the Ancillary Agreements.Transactions; (b) The the Company shall enter into the Equity Underwriting Agreement, in form and substance reasonably satisfactory to Pfizer Parent, and shall comply with their respective its obligations thereunder.; (c) The the Company shall use its commercially reasonable efforts to take all such action actions as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws under any foreign jurisdictions) in connection with the IPO.; (d) The the Company shall prepare, file and use its commercially reasonable efforts to seek to make effective an application for listing of the Company Common Stock issued in the IPO on NYSE; (e) the Company shall participate in the preparation of materials and presentations as any of Pfizer, the Debt-for-Equity Exchange Parties, Parent and the Equity Underwriters shall deem necessary or desirable in connection with the IPO.; and (ef) The the Company will cooperate in all respects with Pfizer, the Debt-for-Equity Exchange Parties Parent and the Equity Underwriters in connection with the pricing of the Class A Company Common Stock to be issued in the IPO and the timing of the IPO and will, at any such party’s request, promptly take any and all actions necessary or desirable to consummate the IPO as contemplated by the IPO Registration Statement and the Equity Underwriting Agreement. (f) The Company shall prepare, file and use its commercially reasonable efforts to seek to make effective an application for listing of the Class A Common Stock issued in the IPO on the [—].

The IPO. The Company shall cooperate with, and take all actions reasonably requested by, Pfizer HeidelbergCement in connection with the IPO. In furtherance thereof, to the extent not undertaken and completed prior to the execution of this Agreement: (a) The Company shall file the IPO Registration Statement, and such amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by the Equity Underwriting Agreement, the Commission and applicable Law, including federal, state or foreign securities Laws. The Company shall also cooperate in preparing, filing with the Commission and causing to become effective a registration statement registering the Class A Common Stock Company Ordinary Shares under the Exchange Act, and any registration statements or amendments thereof that are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO or the other transactions contemplated by this Agreement and the Ancillary Agreements. (b) The Company shall enter into the Equity Underwriting Agreement, in form and substance reasonably satisfactory to Pfizer HeidelbergCement and shall comply with their respective obligations thereunder. (c) The Company shall use its commercially reasonable efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws under any foreign jurisdictions) in connection with the IPO. (d) The Company shall participate in the preparation of materials and presentations as any of Pfizer, the Debt-for-Equity Exchange Parties, HeidelbergCement and the Equity Underwriters shall deem necessary or desirable in connection with the IPO. (e) The Company will cooperate in all respects with Pfizer, the Debt-for-Equity Exchange Parties HeidelbergCement and the Equity Underwriters in connection with the pricing of the Class A Common Stock Company Ordinary Shares to be issued sold in the IPO and the timing of the IPO and will, at any such party’s request, promptly take any and all actions necessary or desirable to consummate the IPO as contemplated by the IPO Registration Statement and the Equity Underwriting Agreement. (f) The Company shall prepare, file and use its commercially reasonable efforts to seek to make effective an application for listing of the Class A Common Stock issued Company Ordinary Shares sold in the IPO on the [—]New York Stock Exchange.