Common use of Pre-Closing Reorganization Clause in Contracts

Pre-Closing Reorganization. The Company agrees that upon written request by Parent, the Company shall consider in good faith (a) cooperating with Parent to determine the nature of, and (b) implementing or having its wholly-owned Subsidiaries implement, in each case, such corporate reorganizations of the Company’s Subsidiaries’ corporate structure as Parent may reasonably request in writing at least twenty (20) days prior to the Closing to provide for the optimal structure of the Company’s Subsidiaries at the Closing; provided that, if the Company provides such cooperation or implementation, it shall be at Parent’s sole cost and expense and subject to applicable Laws (the “Pre-Closing Reorganization”). For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, the Company shall not be required to cooperate with or participate in or to effect (and will not be required to cause any of its Subsidiaries to cooperate, participate in or to effect) any Pre-Closing Reorganization or take any other action pursuant to this Section 5.16 if the Company determines in good faith that such Pre-Closing Reorganization (i) could not be unwound in the event the Merger is not consummated without adversely affecting or being prejudicial to the Company or any of its Subsidiaries, (ii) would result in any contravention or breach by the Company or any of its Subsidiaries of their respective organizational documents, any Contract or any Law or Permit, (iii) would be effected earlier than the day before the Closing Date, (iv) would change the form or reduce the amount of the Merger Consideration or change the Tax consequences to the Company’s stockholders, (v) would require the Company to obtain the prior approval of the Company’s stockholders, (vi) would prevent, impair or delay the consummation of the Merger or the satisfaction of any condition to the obligations of the parties set forth in Article VI, including any approval required from a Governmental Entity or any other person, or (vii) would otherwise have a more than de minimis adverse effect on the Company or any of its Subsidiaries in the event the Closing does not occur (taking into account the indemnity provided by Parent pursuant to the final sentence of this Section 5.16). Parent must provide written notice to the Company of any proposed Pre-Closing Reorganization as promptly as practicable (and, in any event, at least twenty (20) days prior to the Closing Date). Notwithstanding anything in this Agreement to the contrary, Parent and Merger Sub each hereby waives any breach of a representation, warranty, covenant or agreement by the Company where such breach is a result of an action taken by the Company or any of its Subsidiaries relating to the Pre-Closing Reorganization. Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to take any action pursuant to this Section 5.16 unless Parent and Merger Sub have confirmed in writing that all of the conditions to Closing have been satisfied or waived and that they will consummate the Closing on the date of the consummation of the Pre-Closing Restructuring. Parent shall indemnify and hold harmless the Company and its Subsidiaries, on an after-Tax basis (determined without taking into account any Tax attributes of the Company or any of its Subsidiaries), from and against any and all liabilities, losses (including any out-of-pocket costs, fees, and expenses, including reasonable attorneys’ fees), Taxes, damages, claims, penalties, interest, awards, and judgments suffered or incurred in connection with or as a result of any completed or proposed Pre-Closing Reorganization and any reversal, unwind, modification or termination thereof.

Pre-Closing Reorganization. The Company agrees that upon written request by Parent, the Company shall consider in good faith (a) cooperating with Parent to determine the nature ofThe Company shall, and (b) implementing or having its wholly-owned Subsidiaries implement, in each case, such corporate reorganizations of the Company’s Subsidiaries’ corporate structure as Parent may reasonably request in writing at least twenty (20) days prior to the Closing take such actions to provide for reorganize the optimal ownership structure of the Company’s Subsidiaries at the Closingits assets as Purchaser may reasonably request; provided that, if the Company provides such cooperation or implementation, it shall be at Parent’s sole cost and expense and subject to applicable Laws (the “Pre-Closing Reorganization”). For the avoidance of doubt and notwithstanding anything to the contrary any other provision in this Agreement, the Company shall not be required to cooperate with or participate in or to effect (and will not be required to cause any of its Subsidiaries to cooperate, participate in or to effect) any Pre-Closing Reorganization or take any other action pursuant to this Section 5.16 if the Company determines in good faith that such Pre-Closing Reorganization : (i) could any element of such pre-closing reorganization shall not be unwound in materially delay, impair or prevent the event completion of the Merger is not consummated without adversely affecting or being prejudicial to the Company or any of its Subsidiaries, Arrangement; (ii) would result in any contravention or breach by all elements of the Company or any of its Subsidiaries of their respective organizational documentspre-closing reorganization shall be effective as close, any Contract or any Law or Permitas is reasonably practical, to the Closing; (iii) would all elements of the pre-closing reorganization shall be effected earlier than contingent upon Purchaser confirming that it is prepared to proceed immediately with the day before the Closing Date, Arrangement; (iv) would change the form or reduce the amount of the Merger Consideration or change the Tax consequences to the Company’s stockholders, (v) would require the Company to obtain the prior approval of the Company’s stockholders, (vi) would prevent, impair or delay the consummation of the Merger or the satisfaction of any condition to the obligations of the parties set forth in Article VI, including any approval required from a Governmental Entity or any other person, or (vii) would otherwise have a more than de minimis adverse effect on the Company or any of its Subsidiaries in the event the Closing does not occur (taking into account the indemnity provided by Parent pursuant to the final sentence of this Section 5.16). Parent must provide written notice to the Company of any proposed Pre-Closing Reorganization as promptly as practicable (and, in any event, at least twenty (20) days prior to the Closing Date). Notwithstanding anything in this Agreement to the contrary, Parent and Merger Sub each hereby waives any breach of a representation, warranty, covenant or agreement by the Company where such breach is a result of an action taken by the Company or any of its Subsidiaries relating to the Pre-Closing Reorganization. Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to take any action that could result in a material amount of additional Taxes being imposed on the Company or the Company Securityholders, or any other material adverse Tax or other consequences to the Company or the Company Securityholders, incrementally greater than the Taxes or other consequences to such party in connection with the consummation of this Agreement in the absence of action being taken pursuant to this Section 5.16 unless Parent and Merger Sub have confirmed 6.06(a); (v) any pre-closing reorganization shall not unreasonably interfere in writing that all the ongoing operations of the conditions Company; (vi) any pre-closing reorganization shall not require the Company to Closing have been satisfied contravene any Applicable Law, its respective organizational documents, or waived and that they will consummate the Closing on the date any contract of the consummation of the Pre-Closing Restructuring. Parent shall indemnify and hold harmless Company; (vii) Purchaser fully indemnifies the Company and its Subsidiariesany material subsidiaries, on an afterin form and substance satisfactory to the Company (acting reasonably), for any expense, damage, loss or other disadvantage for so doing; and (viii) in the opinion of the Company (acting reasonably), such pre-Tax basis closing reorganization does not prejudice or adversely affect the Company Securityholders. Purchaser shall provide the Company with 10 Business Days notice, and a description of, the pre-closing reorganization, with it being understood in all cases that (determined without taking into account A) any Tax attributes of action taken by the Company or any material subsidiary in good faith pursuant to any request to effect a pre-closing reorganization shall be deemed not to constitute a breach of its Subsidiaries)any representation, from warranty or covenant under this Agreement or any other agreement to which the Company and against Purchaser are parties, (B) any expenses incurred by the Company or any material subsidiary in preparing and all liabilitiescarrying out any pre-closing reorganization shall be borne by Purchaser, losses and (C) if, at the request of Purchaser, the Company effects any pre-closing reorganization and the Arrangement is not consummated, Purchaser shall be responsible for any structuring and unwinding costs (including any out-of-pocket Tax costs, fees, and expenses, including reasonable attorneys’ fees), Taxes, damages, claims, penalties, interest, awards, and judgments suffered or ) reasonably incurred in connection with any proposed or as a result of any completed or proposed Prepre-Closing Reorganization and any reversal, unwind, modification or termination thereofclosing reorganization.

Pre-Closing Reorganization. The Company agrees that upon written request by ParentFrom and after the Closing, none of Purchaser, Merger Sub, the Company or the other APN Entities owned directly or indirectly by Purchaser shall consider in good faith (a) cooperating with Parent to determine be obligated under, nor shall said Persons be, or become liable for any obligation, Contract, debt or liability of any of the nature ofReorganized Entities, and (b) implementing or having its wholly-owned Subsidiaries implementexcept, in each case, such corporate reorganizations for those obligations, debts or liability of an APN Entity arising out of (x) the Co-Manufacturing Agreements (or any co-manufacturing arrangement entered into between an APN Entity and any Reorganized Entity on a purchase order basis) and (y) any other Contract entered into among Purchaser, Merger Sub, the Company’s Subsidiaries’ corporate structure as Parent may reasonably request in writing at least twenty (20) days prior to , the Closing to provide for other APN Entities or any of their Affiliates, on the optimal structure one hand, and the Reorganized Entities or any of their Affiliates, on the Company’s Subsidiaries at other hand, from and after the Closing; provided that, if the Company provides such cooperation or implementation, it shall be at Parent’s sole cost and expense and subject to applicable Laws (the “. The Pre-Closing ReorganizationReorganization shall not reduce the amount of the Tax Assets by more than Five Million Dollars ($5,000,000); provided, that if the Pre-Closing Reorganization reduces the amount of the Tax Assets by more than such amount (such excess, the “Excess Tax Asset Reduction Amount”). For , then (i) such aggregate reduction in Tax Assets shall, for the avoidance of doubt and notwithstanding anything in accordance with Section 7.7(h), be taken into account in determining the amount of payments to be made to the contrary in this Agreement, the Company shall not be required to cooperate with or participate in or to effect (and will not be required to cause any of its Subsidiaries to cooperate, participate in or to effect) any Pre-Closing Reorganization or take any other action Sellers’ Representative pursuant to this Section 5.16 if the Company determines in good faith 7.7(h), except that such Pre-Closing Reorganization (i) could not be unwound in the event the Merger is not consummated without adversely affecting or being prejudicial to the Company or any of its Subsidiaries, (ii) would result the corresponding reduction in any contravention or breach by the Company or any of its Subsidiaries of their respective organizational documents, any Contract or any Law or Permit, (iii) would be effected earlier than the day before the Closing Date, (iv) would change the form or reduce the amount of the Merger Consideration or change the Tax consequences payments to be made to the Company’s stockholdersSellers’ Representative shall, (v) would require the Company to obtain the prior approval of the Company’s stockholders, (vi) would prevent, impair or delay the consummation of the Merger or the satisfaction of any condition to the obligations of extent attributable to the parties set forth in Article VIExcess Tax Asset Reduction Amount, including any approval required from a Governmental Entity or any other person, or (vii) be applied to reduce the first payment to which the Sellers’ Representative would otherwise have a more than de minimis adverse effect on the Company or any of its Subsidiaries in the event the Closing does not occur (taking into account the indemnity provided by Parent be entitled pursuant to Section 7.7(h) (rather than ratably reducing payments over the final sentence of this Section 5.16five (5) year period specified therein). Parent must provide written notice to the Company of any proposed Pre-Closing Reorganization as promptly as practicable (and, in any event, at least twenty (20) days prior to the Closing Date). Notwithstanding anything in this Agreement to the contrary, Parent and Merger Sub each hereby waives any breach of a representation, warranty, covenant or agreement by the Company where such breach is a result of an action taken by the Company or any of its Subsidiaries relating to the Pre-Closing Reorganization. Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to take any action pursuant to this Section 5.16 unless Parent and Merger Sub have confirmed in writing that all of the conditions to Closing have been satisfied or waived and that they will consummate the Closing on the date of the consummation of the Pre-Closing Restructuring. Parent shall indemnify and hold harmless the Company and its Subsidiaries, on an after-Tax basis (determined without taking into account any Tax attributes of the Company or any of its Subsidiaries), from and against any and all liabilities, losses (including any out-of-pocket costs, fees, and expenses, including reasonable attorneys’ fees), Taxes, damages, claims, penalties, interest, awards, and judgments suffered or incurred in connection with or as a result of any completed or proposed Pre-Closing Reorganization and any reversal, unwind, modification or termination thereof.

Pre-Closing Reorganization. The Company Target covenants and agrees that that, upon written the reasonable request by ParentAcquireco, Target shall, and shall cause each of its Subsidiaries to use its reasonable commercial efforts to (i) take such actions to reorganize their respective capital, assets and structure as Acquireco may request in writing, acting reasonably (collectively, the Company shall consider “Pre-Arrangement Reorganization”) and (ii) cooperate with Acquireco and its advisors in good faith (a) cooperating with Parent order to determine the nature ofof the Pre-Arrangement Reorganization that might be undertaken and the manner in which it might most effectively be undertaken; provided that the PreArrangement Reorganization (A) does not interfere with the ongoing operations of Target and its Subsidiaries; (B) is not prejudicial to Target or any Subsidiary of Target or Target Securityholders or inconsistent with the provisions of this agreement; (C) shall not, and (b) implementing or having its wholly-owned Subsidiaries implementany actions taken in furtherance thereof shall be considered not to, in each case, such corporate reorganizations constitute a breach of the Company’s Subsidiaries’ corporate structure representations or warranties or covenants hereunder; (D) does not require the directors, officers, employees or agents of Target or its Subsidiaries to take any action in any capacity other than as Parent may a director, officer or employee; (E) does not impede, or interfere with, delay the occurrence of the Effective Date by more than three Business Days after the satisfaction or waiver of the last of the conditions to be satisfied or waived in Schedules C, D or E, or prevent the completion of the Transactions; (F) shall not affect or modify in any respect the obligations of any of Acquireco or Canco under this agreement; (G) is reasonably request in writing at least twenty (20) days capable of being consummated following the date of the Final Order and prior to the Closing Effective Time; (H) does not have adverse Tax consequences to provide for the optimal structure of the Company’s Subsidiaries at the ClosingTarget or its Subsidiaries; provided that, if the Company provides such cooperation and (I) does not require Target or implementation, it shall be at Parent’s sole cost and expense and subject to applicable Laws (the “Pre-Closing Reorganization”). For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, the Company shall not be required to cooperate with or participate in or to effect (and will not be required to cause any of its Subsidiaries to cooperateobtain any waivers, participate in consents, approvals, or to effectmake any filing (other than any Tax filing or election) with, any Pre-Closing Reorganization Agency or take other third party or otherwise adversely affect any other action pursuant to this Section 5.16 if the Company determines in good faith that such Pre-Closing Reorganization (i) could not be unwound in the event the Merger is not consummated without adversely affecting contract or being prejudicial to the Company or any of its Subsidiaries, (ii) would result in any contravention or breach by the Company agreement between Target or any of its Subsidiaries of their respective organizational documents, and any Contract or any Law or Permit, (iii) would be effected earlier than the day before the Closing Date, (iv) would change the form or reduce the amount of the Merger Consideration or change the Tax consequences to the Company’s stockholders, (v) would require the Company to obtain the prior approval of the Company’s stockholders, (vi) would prevent, impair or delay the consummation of the Merger or the satisfaction of any condition to the obligations of the parties set forth in Article VI, including any approval required from a Governmental Entity or any other person, or (vii) would otherwise have a more than de minimis adverse effect on the Company or any of its Subsidiaries in the event the Closing does not occur (taking into account the indemnity provided by Parent pursuant to the final sentence of this Section 5.16)third party. Parent must Acquireco shall provide written notice to the Company Target of any proposed Pre-Closing Arrangement Reorganization as promptly as practicable (and, in any event, at least twenty (20) five business days prior to the Closing Date). Notwithstanding anything in this Agreement to the contrary, Parent and Merger Sub each hereby waives any breach of a representation, warranty, covenant or agreement by the Company where such breach is a result of an action taken by the Company or any of its Subsidiaries relating to Effective Time provided that the Pre-Closing Reorganization. Notwithstanding anything Arrangement Reorganization shall in this Agreement no event be effective prior to the contrary, the Company shall not be required to take any action pursuant to this Section 5.16 unless Parent and Merger Sub have confirmed in writing that all granting of the conditions to Closing have been satisfied or waived and that they will consummate the Closing on the date of the consummation Final Order. Acquireco shall bear all costs of the Pre-Closing Restructuring. Parent shall indemnify and hold harmless the Company and its SubsidiariesArrangement Reorganization, on an after-Tax basis (determined without taking into account including any Tax attributes liability for Taxes of the Company Target or any of its Subsidiaries), from and against any and all liabilities, losses (including any out-of-pocket costs, fees, and expenses, including reasonable attorneys’ fees), Taxes, damages, claims, penalties, interest, awards, and judgments suffered or incurred in connection with or the Subsidiaries that may arise as a result of any completed or proposed such Pre-Closing Arrangement Reorganization. The parties will use their commercially reasonable efforts to structure the Pre-Arrangement Reorganization and any reversal, unwind, modification or termination thereof.in such a manner that it is made effective immediately prior to the Effective Time. In the event that the Pre-Arrangement

Pre-Closing Reorganization. The Company Target covenants and agrees that that, upon written the reasonable request by ParentAcquireco, Target shall, and shall cause each of its Subsidiaries to use its reasonable commercial efforts to (i) take such actions to reorganize their respective capital, assets and structure as Acquireco may request in writing, acting reasonably (collectively, the Company shall consider “Pre-Arrangement Reorganization”) and (ii) cooperate with Acquireco and its advisors in good faith (a) cooperating with Parent order to determine the nature ofof the Pre-Arrangement Reorganization that might be undertaken and the manner in which it might most effectively be undertaken; provided that the Pre- Arrangement Reorganization (A) does not interfere with the ongoing operations of Target and its Subsidiaries; (B) is not prejudicial to Target or any Subsidiary of Target or Target Securityholders or inconsistent with the provisions of this agreement; (C) shall not, and (b) implementing or having its wholly-owned Subsidiaries implementany actions taken in furtherance thereof shall be considered not to, in each case, such corporate reorganizations constitute a breach of the Company’s Subsidiaries’ corporate structure representations or warranties or covenants hereunder; (D) does not require the directors, officers, employees or agents of Target or its Subsidiaries to take any action in any capacity other than as Parent may a director, officer or employee; (E) does not impede, or interfere with, delay the occurrence of the Effective Date by more than three Business Days after the satisfaction or waiver of the last of the conditions to be satisfied or waived in Schedules C, D or E, or prevent the completion of the Transactions; (F) shall not affect or modify in any respect the obligations of any of Acquireco or Canco under this agreement; (G) is reasonably request in writing at least twenty (20) days capable of being consummated following the date of the Final Order and prior to the Closing Effective Time; (H) does not have adverse Tax consequences to provide for the optimal structure of the Company’s Subsidiaries at the ClosingTarget or its Subsidiaries; provided that, if the Company provides such cooperation and (I) does not require Target or implementation, it shall be at Parent’s sole cost and expense and subject to applicable Laws (the “Pre-Closing Reorganization”). For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, the Company shall not be required to cooperate with or participate in or to effect (and will not be required to cause any of its Subsidiaries to cooperateobtain any waivers, participate in consents, approvals, or to effectmake any filing (other than any Tax filing or election) with, any Pre-Closing Reorganization Agency or take other third party or otherwise adversely affect any other action pursuant to this Section 5.16 if the Company determines in good faith that such Pre-Closing Reorganization (i) could not be unwound in the event the Merger is not consummated without adversely affecting contract or being prejudicial to the Company or any of its Subsidiaries, (ii) would result in any contravention or breach by the Company agreement between Target or any of its Subsidiaries of their respective organizational documents, and any Contract or any Law or Permit, (iii) would be effected earlier than the day before the Closing Date, (iv) would change the form or reduce the amount of the Merger Consideration or change the Tax consequences to the Company’s stockholders, (v) would require the Company to obtain the prior approval of the Company’s stockholders, (vi) would prevent, impair or delay the consummation of the Merger or the satisfaction of any condition to the obligations of the parties set forth in Article VI, including any approval required from a Governmental Entity or any other person, or (vii) would otherwise have a more than de minimis adverse effect on the Company or any of its Subsidiaries in the event the Closing does not occur (taking into account the indemnity provided by Parent pursuant to the final sentence of this Section 5.16)third party. Parent must Acquireco shall provide written notice to the Company Target of any proposed Pre-Closing Arrangement Reorganization as promptly as practicable (and, in any event, at least twenty (20) five business days prior to the Closing Date). Notwithstanding anything in this Agreement to the contrary, Parent and Merger Sub each hereby waives any breach of a representation, warranty, covenant or agreement by the Company where such breach is a result of an action taken by the Company or any of its Subsidiaries relating to Effective Time provided that the Pre-Closing Reorganization. Notwithstanding anything Arrangement Reorganization shall in this Agreement no event be effective prior to the contrary, the Company shall not be required to take any action pursuant to this Section 5.16 unless Parent and Merger Sub have confirmed in writing that all granting of the conditions to Closing have been satisfied or waived and that they will consummate the Closing on the date of the consummation Final Order. Acquireco shall bear all costs of the Pre-Closing Restructuring. Parent shall indemnify and hold harmless the Company and its SubsidiariesArrangement Reorganization, on an after-Tax basis (determined without taking into account including any Tax attributes liability for Taxes of the Company Target or any of its Subsidiaries), from the Subsidiaries that may arise as a result of such Pre-Arrangement Reorganization. The parties will use their commercially reasonable efforts to structure the Pre-Arrangement Reorganization in such a manner that it is made effective immediately prior to the Effective Time. In the event that the Pre-Arrangement Reorganization is completed and against any and all liabilities, losses (including any out-of-pocket costs, fees, and expenses, including reasonable attorneys’ fees), Taxes, damages, claims, penalties, interest, awards, and judgments suffered or incurred in connection with or the Arrangement is not completed as contemplated herein as a result of any completed termination of this agreement in accordance with its terms by Target, Acquireco shall reimburse Target for any loss or proposed damages, including any liability for Taxes, caused to or incurred by Target or any of the Subsidiaries directly or indirectly as a result of such Pre-Closing Arrangement Reorganization and shall also bear any reversalcost associated with returning the corporate structure, unwindcapital structure, modification business, operations and assets, as applicable and as the case may be, to their state immediately prior to the Pre-Arrangement Reorganization (an “Unwinding Transaction”) where Target, in its sole discretion, considers such Unwinding Transaction to be necessary or termination thereof.desirable. 10 Table of Contents

Pre-Closing Reorganization. The Company Target covenants and agrees that that, upon written the reasonable request by ParentAcquireco, Target shall, and shall cause each of its Subsidiaries to use its reasonable commercial efforts to (i) take such actions to reorganize their respective capital, assets and structure as Acquireco may request in writing, acting reasonably (collectively, the Company shall consider “Pre-Arrangement Reorganization”) and (ii) cooperate with Acquireco and its advisors in good faith (a) cooperating with Parent order to determine the nature ofof the Pre-Arrangement Reorganization that might be undertaken and the manner in which it might most effectively be undertaken; provided that the Pre-Arrangement Reorganization (A) does not interfere with the ongoing operations of Target and its Subsidiaries; (B) is not prejudicial to Target or any Subsidiary of Target or Target Securityholders or inconsistent with the provisions of this agreement; (C) shall not, and (b) implementing or having its wholly-owned Subsidiaries implementany actions taken in furtherance thereof shall be considered not to, in each case, such corporate reorganizations constitute a breach of the Company’s Subsidiaries’ corporate structure representations or warranties or covenants hereunder; (D) does not require the directors, officers, employees or agents of Target or its Subsidiaries to take any action in any capacity other than as Parent may a director, officer or employee; (E) does not impede, or interfere with, delay the occurrence of the Effective Date by more than three Business Days after the satisfaction or waiver of the last of the conditions to be satisfied or waived in Schedules C, D or E, or prevent the completion of the Transactions; (F) shall not affect or modify in any respect the obligations of any of Acquireco or Canco under this agreement; (G) is reasonably request in writing at least twenty (20) days capable of being consummated following the date of the Final Order and prior to the Closing Effective Time; (H) does not have adverse Tax consequences to provide for the optimal structure of the Company’s Subsidiaries at the ClosingTarget or its Subsidiaries; provided that, if the Company provides such cooperation and (I) does not require Target or implementation, it shall be at Parent’s sole cost and expense and subject to applicable Laws (the “Pre-Closing Reorganization”). For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, the Company shall not be required to cooperate with or participate in or to effect (and will not be required to cause any of its Subsidiaries to cooperateobtain any waivers, participate in consents, approvals, or to effectmake any filing (other than any Tax filing or election) with, any Pre-Closing Reorganization Agency or take other third party or otherwise adversely affect any other action pursuant to this Section 5.16 if the Company determines in good faith that such Pre-Closing Reorganization (i) could not be unwound in the event the Merger is not consummated without adversely affecting contract or being prejudicial to the Company or any of its Subsidiaries, (ii) would result in any contravention or breach by the Company agreement between Target or any of its Subsidiaries of their respective organizational documents, and any Contract or any Law or Permit, (iii) would be effected earlier than the day before the Closing Date, (iv) would change the form or reduce the amount of the Merger Consideration or change the Tax consequences to the Company’s stockholders, (v) would require the Company to obtain the prior approval of the Company’s stockholders, (vi) would prevent, impair or delay the consummation of the Merger or the satisfaction of any condition to the obligations of the parties set forth in Article VI, including any approval required from a Governmental Entity or any other person, or (vii) would otherwise have a more than de minimis adverse effect on the Company or any of its Subsidiaries in the event the Closing does not occur (taking into account the indemnity provided by Parent pursuant to the final sentence of this Section 5.16)third party. Parent must Acquireco shall provide written notice to the Company Target of any proposed Pre-Closing Arrangement Reorganization as promptly as practicable (and, in any event, at least twenty (20) five business days prior to the Closing Date). Notwithstanding anything in this Agreement to the contrary, Parent and Merger Sub each hereby waives any breach of a representation, warranty, covenant or agreement by the Company where such breach is a result of an action taken by the Company or any of its Subsidiaries relating to Effective Time provided that the Pre-Closing Reorganization. Notwithstanding anything Arrangement Reorganization shall in this Agreement no event be effective prior to the contrary, the Company shall not be required to take any action pursuant to this Section 5.16 unless Parent and Merger Sub have confirmed in writing that all granting of the conditions to Closing have been satisfied or waived and that they will consummate the Closing on the date of the consummation Final Order. Acquireco shall bear all costs of the Pre-Closing Restructuring. Parent shall indemnify and hold harmless the Company and its SubsidiariesArrangement Reorganization, on an after-Tax basis (determined without taking into account including any Tax attributes liability for Taxes of the Company Target or any of its Subsidiaries), from the Subsidiaries that may arise as a result of such Pre-Arrangement Reorganization. The parties will use their commercially reasonable efforts to structure the Pre-Arrangement Reorganization in such a manner that it is made effective immediately prior to the Effective Time. In the event that the Pre-Arrangement Reorganization is completed and against any and all liabilities, losses (including any out-of-pocket costs, fees, and expenses, including reasonable attorneys’ fees), Taxes, damages, claims, penalties, interest, awards, and judgments suffered or incurred in connection with or the Arrangement is not completed as contemplated herein as a result of any completed termination of this agreement in accordance with its terms by Target, Acquireco shall reimburse Target for any loss or proposed damages, including any liability for Taxes, caused to or incurred by Target or any of the Subsidiaries directly or indirectly as a result of such Pre-Closing Arrangement Reorganization and shall also bear any reversalcost associated with returning the corporate structure, unwindcapital structure, modification business, operations and assets, as applicable and as the case may be, to their state immediately prior to the Pre-Arrangement Reorganization (an “Unwinding Transaction”) where Target, in its sole discretion, considers such Unwinding Transaction to be necessary or termination thereofdesirable.