Common use of Pre-Acquisition Reorganization Clause in Contracts

Pre-Acquisition Reorganization. (a) The Company shall, and shall cause each of its Subsidiaries, to take such actions prior to the Closing Date (each, a “Pre-Acquisition Reorganization Activity”) in the manner Buyer or Sellers may reasonably request, to be effective and completed on or immediately prior to the Closing Date, provided that the Pre-Acquisition Reorganization Activity would not be reasonably likely to impair or delay the consummation of the transactions described herein, or be reasonably likely to result in any adverse financial, tax or other consequence for Sellers or Buyer, respectively. No such Pre-Acquisition Reorganization Activity shall, if taken as requested, be considered to constitute a breach of the representations or warranties or covenants hereunder. Without limiting the foregoing, a “Pre-Acquisition Reorganization Activity” may include any internal reorganizations, liquidations, contributions or consolidations of the Group Companies, or a capitalization, transfer or cancellation of any intercompany debt requested to be capitalized, transferred or cancelled by Buyer. Buyer shall be obligated to pay all out-of-pocket fees and expenses (including any incremental Taxes) of Sellers and Sellers’ Affiliates and shareholders in connection with any Pre-Acquisition Reorganization Activity requested by Buyer. Notwithstanding any other provision of this Agreement, any amounts for which Buyer is obligated to pay pursuant to the previous sentence shall not be taken into account in determining any purchase price adjustment pursuant to Section 2.3. Sellers shall be obligated to pay all out-of-pocket fees and expenses (including any incremental Taxes) of Buyer, Buyer’s Affiliates and the Group Companies in connection with any Pre-Acquisition Reorganization Activity requested by Sellers.

Pre-Acquisition Reorganization. Upon request by the Offeror, the Company shall (ai) The Company shall, and shall cause each effect such reorganizations of its Subsidiariesbusiness, to take operations and assets or such actions prior to other transactions as the Closing Date Offeror may request, acting reasonably (each, each a “"Pre-Acquisition Reorganization Activity”Reorganization") and (ii) co-operate with the Offeror and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner Buyer or Sellers may reasonably request, to in which they might most effectively be effective and completed on or immediately prior to the Closing Date, undertaken; provided that the Pre-Acquisition Reorganization Activity would Reorganizations: (A) does not be reasonably likely to impair or delay the consummation of the transactions described herein, or be reasonably likely to result in any adverse financialbreach by the Company of any existing contract or commitment of the Company or any Law; (B) is not prejudicial to the Company in any material respect; (C) does not result in any breach by the Company of any of its covenants, tax representations or warranties under this Agreement (unless the Offeror has waived such breach in respect of such request) and is not materially prejudicial to the Shareholders. The Offeror shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least ten (10) Business Days prior to the Expiry Time. Upon receipt of such notice, the Offeror and the Company shall work co-operatively and use commercially reasonable efforts to prepare prior to the Expiry Time all documentation necessary and do all such other consequence for Sellers or Buyer, respectivelyacts and things as are necessary to give effect to such Pre-Acquisition Reorganization. No The completion of any such Pre-Acquisition Reorganization Activity shallshall be effected immediately prior to any take-up by the Offeror of Shares tendered to the Offer. In the event that Offeror does not take up and pay for the Shares deposited under the Offer, if taken as requested, be considered to constitute a breach Offeror will reimburse the Company for all direct and indirect costs and liabilities of the representations or warranties or covenants hereunder. Without limiting Company incurred in connection with the foregoing, a “Pre-Acquisition Reorganization Activity” may include (including implementation costs, employment costs, Taxes, costs, including incremental Tax costs, incurred to unwind any internal reorganizations, liquidations, contributions or consolidations of the Group Companies, or a capitalization, transfer or cancellation of any intercompany debt requested to be capitalized, transferred or cancelled by Buyer. Buyer shall be obligated to pay all out-of-pocket such transaction and expenses for filing fees and expenses (including any incremental Taxes) of Sellers legal, accounting and Sellers’ Affiliates and shareholders in connection with any Pre-Acquisition Reorganization Activity requested by Buyer. Notwithstanding any other provision of this Agreementadvisers), any amounts for which Buyer is obligated to pay pursuant to the previous sentence shall not be taken into account in determining any purchase price adjustment pursuant to Section 2.3. Sellers shall be obligated to pay all out-of-pocket fees and expenses (including any incremental Taxes) of Buyer, Buyer’s Affiliates and the Group Companies in connection with any Pre-Acquisition Reorganization Activity requested by Sellersif any.

Pre-Acquisition Reorganization. (a) The Company shallagrees that, upon request by the Buyer, the Company shall use commercially reasonable efforts to: (i) effect such reorganizations of the Company’s or Subsidiary’s corporate structure, capital structure, business operations and shall cause each of its Subsidiariesassets or such other transactions as the Buyer may request, to take such actions prior to the Closing Date acting reasonably (each, a “Pre-Acquisition Reorganization ActivityReorganization”) ), provided such Pre-Acquisition Reorganizations do not result in any detriment to either Company or any of the Subsidiaries in the manner reasonable opinion of the Company’s tax advisors; and (ii) co-operate with the Buyer or Sellers may reasonably request, and its advisors in order to be effective and completed on or immediately prior to determine the Closing Date, provided that nature of the Pre-Acquisition Reorganization Activity would not Reorganizations that might be reasonably likely to impair or delay undertaken and the consummation manner in which they might most effectively be undertaken. In the event that the completion of the transactions described hereinArrangement does not occur as contemplated under this Agreement, the Company and the Subsidiaries shall be reimbursed for their legal and accounting fees and expenses paid to third parties as are reasonably incurred implementing any Pre-Acquisition Reorganization, and for such legal and accounting fees and expenses paid to third parties as are reasonably incurred in unwinding any steps taken by the Company or be reasonably likely to the Subsidiaries in furtherance thereof. In the event that the completion of the Arrangement does occur as contemplated under this Agreement, any of the foregoing legal fees and expenses and any liability for Taxes incurred by the Company or the Subsidiaries arising as a result in any adverse financial, tax or other consequence for Sellers or Buyer, respectively. No such of a Pre-Acquisition Reorganization Activity shallor any part thereof shall be treated for purposes of this Agreement as having not been incurred, if taken it being agreed that the Shareholders, the Company and the Subsidiaries should not be disadvantaged as requested, be considered to constitute a breach result of the representations or warranties or covenants hereunder. Without limiting the foregoing, proceeding with a “Pre-Acquisition Reorganization Activity” may include any internal reorganizations, liquidations, contributions or consolidations of the Group Companies, or a capitalization, transfer or cancellation of any intercompany debt requested to be capitalized, transferred or cancelled by Buyer. Buyer shall be obligated to pay all out-of-pocket fees and expenses (including any incremental Taxes) of Sellers and Sellers’ Affiliates and shareholders in connection with any Pre-Acquisition Reorganization Activity requested by Buyer. Notwithstanding any other provision of this Agreement, any amounts for which Buyer is obligated to pay pursuant to the previous sentence shall not be taken into account in determining any purchase price adjustment pursuant to Section 2.3. Sellers shall be obligated to pay all out-of-pocket fees and expenses (including any incremental Taxes) of Buyer, Buyer’s Affiliates and the Group Companies in connection with any Pre-Acquisition Reorganization Activity requested by SellersReorganization.