Common use of Efforts; Cooperation Clause in Contracts

Efforts; Cooperation. (a) Subject to Section 7.3(d), each of the Mosaic Parties and Cargill shall use their reasonable best efforts to cooperate with each other and to cause the Merger, the Split-off, the Initial Debt Exchange and the First Formation Offering to be consummated as promptly as practicable after the date hereof in accordance with the terms hereof and the other Transaction Documents, including using its reasonable best efforts (i) to make promptly any filings that may be required by such party under applicable Law or by any Governmental Authority, and to supply promptly any additional information or documentary material that may be requested by a Governmental Authority, if any, (ii) to obtain all other consents, approvals and authorizations that are required to be obtained by such party under any federal, state, local or foreign Law, (iii) to lift or rescind any Order prohibiting the consummation of the Merger, the Split-off, the Initial Debt Exchange, any Follow-on Debt Exchange or any Formation Offering, (iv) to effect as promptly as practicable all necessary registrations, filings and responses to requests for additional information or documentary material from a Governmental Authority, if any, and (v) to satisfy all conditions to this Agreement. In furtherance of the foregoing, each of the parties shall take all such action as may be reasonably necessary or appropriate under the securities or “blue sky” laws of the United States (and any comparable laws under any non-U.S. jurisdiction as the parties may mutually agree) in connection with the Merger, the Split-off, the Initial Debt Exchange and the First Formation Offering (provided that neither Mosaic nor M Holdings shall be required to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject or to qualify in any non-U.S. jurisdictions without its prior consent), and Mosaic and M Holdings shall prepare and file, and shall use its reasonable best efforts to have approved prior to the Closing Date, an application for the listing on the NYSE of the M Holdings Common Stock issuable pursuant to the Merger and the M Holdings Common Stock issuable upon conversion of the M Holdings Class A Common Stock and M Holdings Class B Common Stock issuable in the Merger, subject to official notice of issuance.

Efforts; Cooperation. (a) Subject to Section 7.3(d)The Buyer and the Company shall, each of the Mosaic Parties and Cargill shall use their reasonable best efforts to cooperate with each other and use their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Merger, the Split-off, the Initial Debt Exchange Transactions contemplated by this Agreement and the First Formation Offering other Ancillary Agreements as soon as practicable, including using commercially reasonable efforts to be consummated prepare and file as promptly as reasonably practicable after all documentation to obtain as promptly as reasonably practicable all consents, approvals, registrations, authorizations, waivers or licenses necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the date hereof in accordance with the terms hereof Transactions contemplated by this Agreement and the other Transaction DocumentsAncillary Agreements, including using its including, without limitation, the consents, approvals, registrations, authorizations, waivers and licenses set forth on Schedule 5.3(a). Without limiting the generality of the foregoing, the parties hereto shall act promptly, and use their commercially reasonable best efforts (i) to make promptly any filings that may be required by such party under applicable Law or by any Governmental Authorityefforts, and shall cooperate with each other, in making, or causing to supply promptly be made, any filings, applications, submissions and notices required under State and Local Cannabis Laws (including responding to any follow-up inquiries or requests relating to such filings, applications, submissions and notices and providing any additional information or and documentary material that may be requested pursuant to State and Local Cannabis Laws as promptly as practicable) (collectively, “Regulatory Approval Materials”), in order to permit consummation of the Transactions. To the extent that any Regulatory Approval Materials must be submitted by a Governmental Authoritythe Company pursuant to State and Local Cannabis Laws, if any, (ii) the Buyer shall have the opportunity to obtain review all other consents, approvals such Regulatory Approval Materials and authorizations that are all such Regulatory Approval Materials shall be in the form reasonably acceptable to the Buyer. Any fees required to be obtained by such party under any federal, state, local or foreign Law, (iii) to lift or rescind any Order prohibiting the consummation of the Merger, the Split-off, the Initial Debt Exchange, any Follow-on Debt Exchange or any Formation Offering, (iv) to effect as promptly as practicable all necessary registrations, filings and responses to requests for additional information or documentary material from a Governmental Authority, if any, and (v) to satisfy all conditions to this Agreement. In furtherance of the foregoing, each of the parties shall take all such action as may be reasonably necessary or appropriate under the securities or “blue sky” laws of the United States (and any comparable laws under any non-U.S. jurisdiction as the parties may mutually agree) paid in connection with such filings, applications and submissions shall be borne equally by the MergerStockholders, on the Split-offone hand, the Initial Debt Exchange and the First Formation Offering (provided that neither Mosaic nor M Holdings shall be required to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject or to qualify in any non-U.S. jurisdictions without its prior consent)Buyer and the Parent, and Mosaic and M Holdings shall prepare and file, and shall use its reasonable best efforts to have approved prior to the Closing Date, an application for the listing on the NYSE of the M Holdings Common Stock issuable pursuant to the Merger and the M Holdings Common Stock issuable upon conversion of the M Holdings Class A Common Stock and M Holdings Class B Common Stock issuable in the Merger, subject to official notice of issuanceother hand.

Efforts; Cooperation. (a) Subject to Section 7.3(d), each Each of the Mosaic Parties and Cargill shall parties agrees to use their its reasonable best efforts to cooperate with each other take, or cause to be taken, all actions and to do, or cause the Merger, the Split-off, the Initial Debt Exchange and the First Formation Offering to be consummated done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable after the date hereof in accordance Transactions and to cooperate with the terms hereof and other in connection with the other Transaction Documentsforegoing, including using its reasonable best efforts (i) to make promptly any filings that may be required by such party under applicable Law or by any Governmental Authority, and to supply promptly any additional information or documentary material that may be requested by a Governmental Authority, if any, (ii) to obtain all other consents, approvals and authorizations that are required to be obtained by such party under any federal, state, local or foreign LawLaw or regulation (including any approval from relevant insurance regulatory authorities in Missouri and New York), (iii) to lift or rescind any Order prohibiting injunction or restraining order or other order adversely affecting the consummation ability of the Merger, parties to this Agreement to consummate the Split-off, the Initial Debt Exchange, any Follow-on Debt Exchange or any Formation Offeringtransactions contemplated by this Agreement, (iv) to effect as promptly as practicable all necessary registrations, filings and responses to requests for additional information or documentary material from a Governmental Authority, if any, and (v) to satisfy fulfill all conditions to this Agreement. In furtherance of the foregoing, each of the parties shall take all such action as may be reasonably necessary or appropriate under the securities or “blue sky” laws of the United States (and any comparable laws under any non-U.S. jurisdiction as the parties may mutually agree) in connection with the Merger, the Split-off, the Initial Debt Exchange and the First Formation Offering Transactions (provided that neither Mosaic nor M Holdings RGA shall not be required to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject or to qualify in any non-U.S. jurisdictions without its prior consent), and Mosaic and M Holdings RGA shall prepare and file, and shall use its all reasonable best efforts to have approved prior to the Closing DateRecapitalization, an application for the listing on the NYSE of the M Holdings Common Stock issuable pursuant to the Merger and the M Holdings Common Stock issuable upon conversion of the M Holdings Class A Common Stock and M Holdings Class B Common Stock issuable in the MergerRecapitalized Shares, subject to official notice of issuance, and shall prepare and file a Form 8-A to register the RGA Class A Common Stock and the RGA Class B Common Stock under the Exchange Act. MetLife shall be responsible for, and shall promptly reimburse RGA for, or upon request pay for, any filing fees required under any “blue sky” laws of a U.S. or foreign jurisdiction in connection with the Split-Off, any Public Debt Exchange, any Private Debt Exchange or any Additional Split-Offs.

Efforts; Cooperation. (a) Subject to Section 7.3(d)The Parent parties and the Company shall, and the Company shall cause each of the Mosaic Parties and Cargill shall use their reasonable best efforts to its Subsidiaries to, cooperate with each other and use their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Merger, the Split-off, the Initial Debt Exchange Transactions contemplated by this Agreement and the First Formation Offering other Ancillary Agreements as soon as practicable, including using commercially reasonable efforts to be consummated prepare and file as promptly as reasonably practicable after all documentation to obtain as promptly as reasonably practicable all consents, approvals, registrations, authorizations, waivers or licenses necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the date hereof in accordance with the terms hereof Transactions contemplated by this Agreement and the other Transaction DocumentsAncillary Agreements, including using its reasonable best efforts including, without limitation, the consents, approvals, registrations, authorizations, waivers and licenses set forth on Schedule 4.4(a). Without limiting the generality of the foregoing, the Parties hereto (iother than the Securityholder Representative) to make promptly any filings that may be required by such party under applicable Law or by any Governmental Authorityshall act promptly, and use their commercially reasonable efforts, and shall cooperate with each other, in making, or causing to supply promptly be made, any filings, applications, submissions and notices required under State and Local Cannabis Laws (including responding to any follow-up inquiries or requests relating to such filings, applications, submissions and notices and providing any additional information or and documentary material that may be requested pursuant to State and Local Cannabis Laws as promptly as practicable) (collectively, “Regulatory Approval Materials”), in order to permit consummation of the Transactions. To the extent that any Regulatory Approval Materials must be submitted by a Governmental Authoritythe Company pursuant to State and Local Cannabis Laws, if anythe Buyer shall have the opportunity to review all such Regulatory Approval Materials and all such Regulatory Approval Materials shall be in the form reasonably acceptable to the Buyer. Any fees (including up to, (iibut not exceeding, $80,000 for the fees of attorneys and other third-party advisors of the Company) to obtain all other consents, approvals and authorizations that are required to be obtained by such party under any federal, state, local or foreign Law, (iii) to lift or rescind any Order prohibiting the consummation of the Merger, the Split-off, the Initial Debt Exchange, any Follow-on Debt Exchange or any Formation Offering, (iv) to effect as promptly as practicable all necessary registrations, filings and responses to requests for additional information or documentary material from a Governmental Authority, if any, and (v) to satisfy all conditions to this Agreement. In furtherance of the foregoing, each of the parties shall take all such action as may be reasonably necessary or appropriate under the securities or “blue sky” laws of the United States (and any comparable laws under any non-U.S. jurisdiction as the parties may mutually agree) paid in connection with the Mergersuch filings, the Split-off, the Initial Debt Exchange applications and the First Formation Offering (provided that neither Mosaic nor M Holdings submissions shall be required borne by the Buyer (including fees related to file the spinoff of Maryland Sugarloaf). Buyer shall promptly pay the Company for any general consent such costs following the receipt of a written invoice containing reasonable detail from the Company, and, to service of process or to qualify as a foreign corporation or as a dealer in securities in the extent any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject or to qualify in any non-U.S. jurisdictions without its prior consent)such amounts remain outstanding at Closing, and Mosaic and M Holdings such amounts shall prepare and file, and shall use its reasonable best efforts to have approved prior be added to the Closing Date, an application for Cash Merger Consideration. Any fees of attorneys and other third-party advisor incurred by the listing on Company in excess of $80,000 shall be paid by the NYSE of the M Holdings Common Stock issuable pursuant to the Merger and the M Holdings Common Stock issuable upon conversion of the M Holdings Class A Common Stock and M Holdings Class B Common Stock issuable in the Merger, subject to official notice of issuanceCompany.

Efforts; Cooperation. (a) Subject to Section 7.3(d)The Buyer and the Company shall, each of the Mosaic Parties and Cargill shall use their reasonable best efforts to cooperate with each other and use their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Merger, the Split-off, the Initial Debt Exchange Transactions contemplated by this Agreement and the First Formation Offering other Ancillary Agreements as soon as practicable, including using commercially reasonable efforts to be consummated prepare and file as promptly as reasonably practicable after all documentation to obtain as promptly as reasonably practicable all consents, approvals, registrations, authorizations, waivers or licenses necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the date hereof in accordance with the terms hereof Transactions contemplated by this Agreement and the other Transaction DocumentsAncillary Agreements, including using its including, without limitation, the consents, approvals, registrations, authorizations, waivers and licenses set forth on Schedule 5.3(a). Without limiting the generality of the foregoing, the parties hereto shall act promptly, and use their commercially reasonable best efforts (i) to make promptly any filings that may be required by such party under applicable Law or by any Governmental Authorityefforts, and shall cooperate with each other, in making, or causing to supply promptly be made, any filings, applications, submissions and notices required under State and Local Cannabis Laws (including responding to any follow-up inquiries or requests relating to such filings, applications, submissions and notices and providing any additional information or and documentary material that may be requested pursuant to State and Local Cannabis Laws as promptly as practicable) (collectively, “Regulatory Approval Materials”), in order to permit consummation of the Transactions. To the extent that any Regulatory Approval Materials must be submitted by a Governmental Authoritythe Company pursuant to State and Local Cannabis Laws, if any, (ii) the Buyer shall have the opportunity to obtain review all other consents, approvals such Regulatory Approval Materials and authorizations that are all such Regulatory Approval Materials shall be in the form reasonably acceptable to the Buyer. Any fees required to be obtained by such party under any federal, state, local or foreign Law, (iii) to lift or rescind any Order prohibiting the consummation of the Merger, the Split-off, the Initial Debt Exchange, any Follow-on Debt Exchange or any Formation Offering, (iv) to effect as promptly as practicable all necessary registrations, filings and responses to requests for additional information or documentary material from a Governmental Authority, if any, and (v) to satisfy all conditions to this Agreement. In furtherance of the foregoing, each of the parties shall take all such action as may be reasonably necessary or appropriate under the securities or “blue sky” laws of the United States (and any comparable laws under any non-U.S. jurisdiction as the parties may mutually agree) paid in connection with such filings, applications and submissions shall be borne equally by the MergerMembers, on the Split-offone hand, the Initial Debt Exchange and the First Formation Offering (provided that neither Mosaic nor M Holdings shall be required to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject or to qualify in any non-U.S. jurisdictions without its prior consent)Buyer and the Parent, and Mosaic and M Holdings shall prepare and file, and shall use its reasonable best efforts to have approved prior to the Closing Date, an application for the listing on the NYSE of the M Holdings Common Stock issuable pursuant to the Merger and the M Holdings Common Stock issuable upon conversion of the M Holdings Class A Common Stock and M Holdings Class B Common Stock issuable in the Merger, subject to official notice of issuanceother hand.

Efforts; Cooperation. (a) Subject to Section 7.3(d), each Between the date hereof and the earlier of the Mosaic Closing and the termination of this Agreement in accordance with its terms, the Parties shall, and Cargill shall use cause their reasonable best efforts to respective controlled Affiliates to, cooperate with each other and use their respective reasonable best efforts to take or cause the Merger, the Split-off, the Initial Debt Exchange and the First Formation Offering to be consummated taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to satisfy the conditions set forth in Article VII and to consummate and make effective the transactions contemplated by this Agreement with the intent of effecting the Closing as promptly as practicable after the date hereof in accordance with the terms hereof and the other Transaction Documentspracticable, including using its reasonable best efforts (i) preparing and filing all documentation to make promptly any filings that may be required by such party under applicable Law or by any Governmental Authorityeffect all necessary notices, reports and other filings, and to supply promptly any additional information obtain or documentary material that may be requested by a Governmental Authority, if any, (ii) to obtain all other consents, approvals and authorizations that are required to be obtained by such party under any federal, state, local or foreign Law, (iii) to lift or rescind any Order prohibiting the consummation of the Merger, the Split-off, the Initial Debt Exchange, any Follow-on Debt Exchange or any Formation Offering, (iv) to effect make as promptly as practicable all necessary consents, registrations, filings notifications, approvals, waivers, Government Orders, interpretive guidance, exemptions, Permits, expiration of any waiting periods and responses authorizations necessary to requests for additional information be obtained from or documentary material from a Governmental Authoritymade to any Government Authority (including the Required HSR Act Clearances) in order to consummate the transactions contemplated by this Agreement; provided, if anyhowever, that each Party agrees to, and (v) to satisfy all conditions cause its respective controlled Affiliates to, reasonably consult with each other in advance of any filing or notice, and agrees to this Agreementconsider and reasonably take into account the views of the other Party in connection with each such filing or notice. In furtherance Without limiting the generality of the foregoing, each of the parties Party shall, and shall take all such action cause its respective controlled Affiliates to, make timely and as may be reasonably necessary or appropriate under the securities or “blue sky” laws of the United States promptly as practicable (and any comparable laws in no event later than 15 calendar days after the date hereof) all filings and submissions required under any non-U.S. jurisdiction as the parties may mutually agree) applicable Law in connection with the Merger, the Split-off, the Initial Debt Exchange this Agreement and the First Formation Offering transactions contemplated hereby, including filing the notifications and report forms and related materials required under the HSR Act (provided that neither Mosaic nor M Holdings shall be required to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject or to qualify in any non-U.S. jurisdictions without its prior consentcontemplated by the Required HSR Act Clearances), and Mosaic and M Holdings shall prepare and filefile promptly any additional information requested under any applicable Law in connection therewith, after receipt of the request therefor, and any filing fees associated therewith shall use its reasonable best efforts to have approved prior to be paid by the Closing DateParty making such filing or submission (and, an application for in the listing on the NYSE case of the M Holdings Common Stock issuable pursuant to HSR Act, the Merger and the M Holdings Common Stock issuable upon conversion of the M Holdings Class A Common Stock and M Holdings Class B Common Stock issuable in the Merger, subject to official notice of issuance“Acquiring Person” as defined therein).

Efforts; Cooperation. (a) Subject to Section 7.3(d)the terms and conditions of this Agreement, each of the Mosaic Parties and Cargill party shall use their its reasonable best efforts to cooperate with each other and to cause the Mergerto, the Split-off, the Initial Debt Exchange and the First Formation Offering Company shall cause its Subsidiaries to be consummated use their respective reasonable best efforts to, as promptly soon as practicable after the date hereof in accordance with hereof, (i) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the terms hereof Merger and the other Transaction Documentstransactions contemplated by this Agreement, including using its reasonable best efforts (i) preparing and filing promptly and fully all documentation to make promptly any filings that may be required by such party under applicable Law or by any Governmental Authorityeffect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, and to supply promptly any additional information or documentary material that may be requested by a Governmental Authority, if any, (ii) to obtain all other approvals, consents, approvals registrations, permits, authorizations and authorizations that are required other confirmations from any Governmental Entity necessary, proper or advisable to be obtained consummate the Merger and the other transactions contemplated by such party under any federal, state, local or foreign Lawthis Agreement and to conduct the business of the Surviving Corporation and its Subsidiaries after the Closing Date in the same manner as conducted by the Company and its Subsidiaries as of the date hereof. In furtherance and not in limitation of the foregoing, (iiix) each party hereto agrees to lift or rescind any Order prohibiting make an appropriate filing of a Notification and Report Form pursuant to the consummation of HSR Act with respect to the Merger, the Split-off, the Initial Debt Exchange, any Follow-on Debt Exchange or any Formation Offering, (iv) to effect transactions contemplated hereby as promptly as practicable all necessary registrations, filings and responses in any event within ten (10) Business Days of the date hereof and to requests respond as promptly as practicable to any request for additional information or and documentary material from a Governmental Authority, if any, and (v) to satisfy all conditions to this Agreement. In furtherance of the foregoing, each of the parties shall take all such action as may be reasonably necessary or appropriate under the securities or “blue sky” laws of the United States (and any comparable laws under any non-U.S. jurisdiction as the parties may mutually agree) in connection with the Merger, the Split-off, the Initial Debt Exchange and the First Formation Offering (provided that neither Mosaic nor M Holdings shall be required to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject or to qualify in any non-U.S. jurisdictions without its prior consent), and Mosaic and M Holdings shall prepare and file, and shall use its reasonable best efforts to have approved prior to the Closing Date, an application for the listing on the NYSE of the M Holdings Common Stock issuable pursuant to the Merger HSR Act and to take all other actions necessary, proper or advisable to cause the M Holdings Common Stock issuable upon conversion expiration or termination of the M Holdings Class A Common Stock applicable waiting periods under the HSR Act as soon as practicable and M Holdings Class B Common Stock issuable in (y) the Merger, subject Company and its Subsidiaries agree to official provide notice of issuanceand apply for approval of change of control to FINRA under FINRA Rule 1017 as promptly as practicable and in any event within ten (10) Business Days of the date hereof and to respond as promptly as practicable to any request for additional information and documentary material made by FINRA pursuant to such rule.

Efforts; Cooperation. (a) Subject to Section 7.3(d), each Each of the Mosaic Parties and Cargill shall parties agrees to use their its reasonable best efforts to cooperate with each other take, or cause to be taken, all actions and to do, or cause the Merger, the Split-off, the Initial Debt Exchange and the First Formation Offering to be consummated done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable after the date hereof in accordance Transactions and to cooperate with the terms hereof and other in connection with the other Transaction Documentsforegoing, including using its reasonable best efforts (i) to make promptly any filings that may be required by such party under applicable Law or by any Governmental Authority, and to supply promptly any additional information or documentary material that may be requested by a Governmental Authority, if any, (ii) to obtain all other consents, approvals and authorizations that are required to be obtained by such party under any federal, state, local or foreign LawLaw or regulation (including any approval from relevant insurance regulatory authorities in Missouri and New York), (iii) to lift or rescind any Order prohibiting injunction or restraining order or other order adversely affecting the consummation ability of the Merger, parties to this Agreement to consummate the Split-off, the Initial Debt Exchange, any Follow-on Debt Exchange or any Formation Offeringtransactions contemplated by this Agreement, (iv) to effect as promptly as practicable all necessary registrations, filings and responses to requests for additional information or documentary material from a Governmental Authority, if any, and (v) to satisfy fulfill all conditions to this Agreement. In furtherance of the foregoing, each of the parties shall take all such action as may be reasonably necessary or appropriate under the securities or “blue sky” laws of the United States (and any comparable laws under any non-U.S. jurisdiction as the parties may mutually agree) in connection with the Merger, the Split-off, the Initial Debt Exchange and the First Formation Offering Transactions (provided that neither Mosaic nor M Holdings RGA shall not be required to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject or to qualify in any non-U.S. jurisdictions without its prior consent), and Mosaic and M Holdings RGA shall prepare and file, and shall use its all reasonable best efforts to have approved prior to the Closing DateRecapitalization, an application for the listing on the NYSE of the M Holdings Common Stock issuable pursuant to the Merger and the M Holdings Common Stock issuable upon conversion of the M Holdings Class A Common Stock and M Holdings Class B Common Stock issuable in the MergerRecapitalized Shares, subject to official notice of issuance., and shall prepare and file a Form 8-A to register the RGA Class A Common Stock and the RGA Class B Common Stock under the Exchange Act. MetLife shall be responsible for, and shall promptly reimburse RGA for, or upon request pay for, any filing fees required under any “blue sky” laws of a U.S. or foreign jurisdiction in connection with the Split-Off, any Public Debt Exchange, any Private Debt Exchange or any Additional Split-Offs. A-33