Common use of Actions in Connection with the Distribution Clause in Contracts

Actions in Connection with the Distribution. (a) Apergy shall file or cause to be filed such amendments and supplements to the Form 10 as Dover may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Form 10 and Information Statement as may be required by the Commission or federal, state or foreign securities Laws. Dover shall, or at Dover’s election Apergy shall, mail (or deliver by electronic means where not prohibited by Law) to the holders of Dover Common Stock, at such time on or prior to the Distribution Date as Dover shall reasonably determine, the Information Statement included in the Form 10, as well as any other information concerning Apergy, Apergy’s business, operations and management, the Separation and such other matters as Dover shall reasonably determine are necessary and as may be required by Law (or, in lieu of such mailing, shall mail to such holders a Notice of Internet Availability of Information Statement Materials). Promptly after receiving a request from Dover, Apergy shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Dover determines is necessary or desirable to effectuate the Distribution, and Dover and Apergy shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Apergy shall also prepare, file with the Commission and cause to become effective any registration statements or amendments thereof as may be required to effect the establishment of, or amendments to, any employee benefit and other plans or as otherwise necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements, including any transactions related to financings or other credit facilities. (c) Promptly after receiving a request from Dover, Apergy shall prepare and file, and shall use commercially reasonable efforts to have approved and made effective, an application for the original listing on the NYSE of the Apergy Common Stock to be distributed in the Distribution, subject to official notice of distribution. (d) Nothing in this Section 4.3 shall be deemed, by itself, to shift Liability to or otherwise create a Liability for Dover for any portion of the Form 10.

Actions in Connection with the Distribution. (a) Apergy ▇▇▇▇▇▇▇ shall file or cause to be filed such amendments and supplements to the Form 10 as Dover may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Form 10 and Information Statement as may be required by the Commission or federal, state or foreign securities Laws. Dover shall, or at Dover’s election Apergy shall, shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Dover Common Stock, at such time on or prior to the Distribution Date as Dover shall reasonably determine, the Information Statement included in the Form 10, as well as any other information concerning Apergy▇▇▇▇▇▇▇, Apergy’s ▇▇▇▇▇▇▇’ business, operations and management, the Separation and such other matters as Dover shall reasonably determine are necessary and as may be required by Law (or, in lieu of such mailing, shall mail to such holders a Notice of Internet Availability of Information Statement Materials). Promptly after receiving a request from Dover, Apergy shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Dover determines is necessary or desirable to effectuate the Distribution, and Dover and Apergy shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Apergy ▇▇▇▇▇▇▇ shall also prepare, file with the Commission and cause to become effective any registration statements or amendments thereof as may be required to effect the establishment of, or amendments to, any employee benefit and other plans or as otherwise necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements, including any transactions related to financings or other credit facilities. Promptly after receiving a request from Dover, ▇▇▇▇▇▇▇ shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Dover determines is necessary or desirable to effectuate the Distribution, and Dover and ▇▇▇▇▇▇▇ shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (c) Promptly after receiving a request from Dover, Apergy ▇▇▇▇▇▇▇ shall prepare and file, and shall use commercially reasonable efforts to have approved and made effective, an application for the original listing on the NYSE of the Apergy ▇▇▇▇▇▇▇ Common Stock to be distributed in the Distribution, subject to official notice of distribution. (d) Nothing in this Section 4.3 shall be deemed, by itself, to shift Liability to or otherwise create a Liability for of Dover for any portion of the Form 10.

Actions in Connection with the Distribution. (a) Apergy Prior to the Distribution Date, Veralto shall file or cause to be filed such amendments and supplements to the Form 10 as Dover ▇▇▇▇▇▇▇ may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Form 10 and Information Statement as may be required by the Commission or federal, state or foreign securities Laws. Dover ▇▇▇▇▇▇▇ shall, or at Dover’s election Apergy ▇▇▇▇▇▇▇’▇ election, Veralto shall, mail (or deliver by electronic means where not prohibited by Law) to the holders of Dover ▇▇▇▇▇▇▇ Common Stock, at such time on or prior to the Distribution Date as Dover ▇▇▇▇▇▇▇ shall reasonably determine, the Information Statement included in the Form 10, as well as any other information concerning Apergy, Apergy’s business, operations and management, the Separation and such other matters as Dover shall reasonably determine are necessary and as may be required by Law (or, in lieu of such mailing, shall mail to such holders or a Notice of Internet Availability of the Information Statement MaterialsStatement). Promptly after receiving a request from Dover▇▇▇▇▇▇▇, Apergy Veralto shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Dover ▇▇▇▇▇▇▇ reasonably determines is necessary or desirable to effectuate the Distribution, and Dover ▇▇▇▇▇▇▇ and Apergy Veralto shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Apergy Veralto shall also prepare, file with the Commission and cause to become effective effective, as soon as reasonably practicable (but in any case on or prior to the Distribution Date), a registration statements statement or amendments thereof as may be which are required to effect in connection with the establishment of, or amendments to, any employee benefit and other plans or as otherwise necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements, including any transactions related to financings or other credit facilitiesVeralto. (c) Promptly after receiving a request from DoverTo the extent not already approved and effective, Apergy Veralto shall prepare and file, and shall use commercially reasonable efforts to have approved and made effective, an the application for the original listing on the NYSE of the Apergy Veralto Common Stock to be distributed in the Distribution, the Veralto Common Stock to be retained by ▇▇▇▇▇▇▇, and the shares of Veralto Common Stock to be reserved for issuance pursuant to any director or employee benefit plan or arrangement on the NYSE, subject to official notice of distribution. (d) To the extent not already completed, Veralto shall take all actions to effectuate the transactions contemplated by the Veralto Financing Arrangements, pursuant to the terms and conditions of the agreements governing the foregoing. (e) Nothing in this Section 4.3 3.3 shall be deemed, by itself, deemed to shift Liability to or otherwise create a impose Liability for Dover for any portion of the Veralto’s Form 1010 or Information Statement to ▇▇▇▇▇▇▇.

Actions in Connection with the Distribution. (a) Apergy Mastech shall file or cause to be filed such amendments and supplements to the Form 10 as Dover iGATE may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Form 10 and Information Statement as may be required by the Commission or federal, state or foreign securities Laws. Dover shall, or at Dover’s election Apergy shall, iGATE shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Dover iGATE Common Stock, at such time on or prior to the Distribution Date as Dover iGATE shall reasonably determine, the Information Statement included in the Form 10, as well as any other information concerning ApergyMastech, ApergyMastech’s business, operations and management, the Separation and such other matters as Dover iGATE shall reasonably determine are necessary and as may be required by Law (or, in lieu of such mailing, shall mail to such holders a Notice of Internet Availability of Information Statement Materials). Promptly after receiving a request from Dover, Apergy shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Dover determines is necessary or desirable to effectuate the Distribution, and Dover and Apergy shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Apergy Mastech shall also prepare, file with the Commission and cause to become effective any registration statements or amendments thereof as may be required to effect the establishment of, or amendments to, any employee benefit and other plans or as otherwise necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements, including any transactions related to financings or other credit facilities. Promptly after receiving a request from iGATE, Mastech shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that iGATE determines is necessary or desirable to effectuate the Distribution, and iGATE and Mastech shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (c) Promptly after receiving a request from DoveriGATE, Apergy Mastech shall prepare and file, and shall use commercially reasonable efforts to have approved and made effective, an application for the original listing on the NYSE AMEX of the Apergy Mastech Common Stock to be distributed in the Distribution, subject to official notice of distribution. (d) Nothing in this Section 4.3 3.3 shall be deemed, by itself, to shift Liability to or otherwise create a Liability for Dover of iGATE for any portion of the Form 10.

Actions in Connection with the Distribution. (a) Apergy SpinCo shall file or cause to be filed such amendments and supplements to the SpinCo Form 10 S-1 as Dover Linn may reasonably request, and such amendments as may be necessary or appropriate in order to cause the same SpinCo Form S-1 to become and remain effective as required by Law, including filing such amendments and supplements to the SpinCo Form 10 and Information Statement S-1 as may be required by the Commission or federal, state or foreign other applicable securities Laws. Dover shall, or at Dover’s election Apergy shall, mail (or deliver by electronic means where not prohibited by Law) to the holders of Dover Common Stock, at such time on or prior to the Distribution Date as Dover shall reasonably determine, the Information Statement included in the Form 10, as well as any other information concerning Apergy, Apergy’s business, operations and management, the Separation and such other matters as Dover shall reasonably determine are necessary and as may be required by Law (or, in lieu of such mailing, shall mail to such holders a Notice of Internet Availability of Information Statement Materials). Promptly after receiving a request from DoverLinn, Apergy to the extent requested, SpinCo shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Dover Linn determines is necessary or desirable to effectuate the Distribution, and Dover Linn and Apergy SpinCo shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. Linn and SpinCo shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the United States (and any comparable Laws under any foreign jurisdiction in connection with the Distribution). (b) Apergy SpinCo shall mail to the holders of Linn Common Stock, at such time on or prior to the Distribution Date as Linn shall determine, the SpinCo Prospectus, as well as any other information concerning SpinCo, its business, operations and management, the Separation and such other matters as Linn shall reasonably determine are necessary and as may be required by the Commission or federal, state or other applicable securities Laws. (c) SpinCo shall also preparecooperate with Linn in preparing, file filing with the Commission and cause causing to become effective any registration statements or amendments thereof as may be which are required to effect reflect the establishment of, or amendments to, any employee benefit and other plans or as otherwise necessary or appropriate in connection with the Separation or other transactions contemplated by this Agreement, or any of Agreement and the Ancillary Agreements, including any transactions related to financings or other credit facilities. (cd) Promptly after receiving a request from Dover, Apergy SpinCo shall prepare and file, and shall use commercially reasonable efforts to have approved and made effectiveapproved, an application for the original listing quotation on the NYSE OTCQX Market of the Apergy SpinCo Common Stock to be distributed in the Distribution, subject to official notice of distribution. (de) Nothing in this Section 4.3 4.2 shall be deemed, by itself, to shift Liability to or otherwise create a Liability for Dover for any portion of the SpinCo Form 10S-1 or SpinCo Prospectus to Linn.

Actions in Connection with the Distribution. (a) Apergy DPS shall file or cause to be filed such amendments and supplements to the Form 10 as Dover CS may reasonably request, request and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Form 10 and Information Statement as may be required by the Commission SEC or federal, state or foreign securities Laws. Dover shallA member of the Cadbury plc Group, or at Dover’s election Apergy shallon behalf of DPS, shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Dover Common StockCS Ordinary Shares and CS ADRs, at such time on or prior to the applicable Distribution Date as Dover CS shall reasonably determine, the Information Statement included in the Form 10, as well as any other information concerning ApergyDPS, Apergy’s its business, operations and management, the Plan of Separation and such other matters as Dover CS shall reasonably determine are necessary and as may be required by Law (or, in lieu of such mailing, shall mail to such holders a Notice of Internet Availability of Information Statement Materials). Promptly after receiving a request from Dover, Apergy shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Dover determines is necessary or desirable to effectuate the Distribution, and Dover and Apergy shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Apergy DPS shall also preparecooperate with CS in preparing, file filing with the Commission SEC and cause causing to become effective any a registration statements statement or amendments thereof as may be which are required to effect reflect the establishment of, or amendments to, any employee benefit and other plans or as otherwise necessary or appropriate in connection with the Plan of Separation or other transactions contemplated by this Agreement, or any of Agreement and the Ancillary Agreements, including any transactions related to financings or other credit facilities. (c) . Promptly after receiving a request from DoverCS, Apergy to the extent requested, DPS shall prepare and, in accordance with applicable Law, file with the SEC any such documentation that CS determines is necessary or desirable to effectuate the Distribution, and CS and DPS shall each use commercially reasonable efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (c) DPS shall prepare and file, and shall use commercially reasonable efforts to have approved and made effective, an application for the original listing on the NYSE of the Apergy DPS Common Stock to be distributed in the DistributionDistribution on the NYSE, subject to official notice of distribution. (d) Nothing in this Section 4.3 shall be deemed, by itself, to shift Liability to or otherwise create a Liability for Dover for any portion of the Form 10.

Actions in Connection with the Distribution. (a) Apergy KLX shall file or cause to be filed such amendments and supplements to the Form 10 as Dover B/E may reasonably request, request and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Form 10 and Information Statement as may be required by the Commission SEC or federal, state or foreign applicable securities Laws. Dover shallA member of the B/E Group, or at Dover’s election Apergy shallon behalf of KLX, shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Dover Common StockRecord Holders, at such time on or prior to the Distribution Date as Dover B/E shall reasonably determine, the Information Statement included in the Form 10, as well as any other information concerning ApergyKLX, Apergy’s its business, operations and management, the Separation transactions contemplated hereby and such other matters as Dover B/E shall reasonably determine are necessary and as may be required by Law (or, in lieu of such mailing, shall mail to such holders a Notice of Internet Availability of Information Statement Materials). Promptly after receiving a request from Dover, Apergy shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Dover determines is necessary or desirable to effectuate the Distribution, and Dover and Apergy shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Apergy KLX shall also preparecooperate with B/E in preparing, file filing with the Commission SEC and cause causing to become effective any a registration statements statement or amendments thereof as may be which are required to effect reflect the establishment of, or amendments to, any employee benefit and other plans or as otherwise necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of Agreement and the Ancillary Agreements, including any transactions related to financings or other credit facilities. (c) . Promptly after receiving a request from DoverB/E, Apergy to the extent requested, KLX shall prepare and, in accordance with applicable Law, file with the SEC any such documentation that B/E determines is necessary or desirable to effectuate the Distribution, and B/E and KLX shall each use commercially reasonable efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (c) KLX and B/E shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution. (d) KLX shall prepare and file, and shall use commercially reasonable efforts to have approved and made effectiveeffective prior to the Distribution, an application for the original listing on the NYSE of the Apergy KLX Common Stock to be distributed in the DistributionDistribution on NASDAQ, subject to official notice of distributionissuance. (d) Nothing in this Section 4.3 shall be deemed, by itself, to shift Liability to or otherwise create a Liability for Dover for any portion of the Form 10.

Actions in Connection with the Distribution. (a) Apergy Spinco shall file or cause to be filed with the Commission such amendments and supplements to the its Form 10 as Dover Parent may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the its Form 10 and 10, Information Statement or a Current Report on Form 8-K as may be required by the Commission or federal, state or foreign securities Laws. Dover shall, or at Dover’s election Apergy shall, Spinco shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Dover Parent Common Stock, at such time on or prior to the Distribution Date as Dover Parent shall reasonably determine, the Information Statement included in the its Form 1010 (or as filed as an exhibit to a Current Report on Form 8-K for such Party), as well as any other information concerning ApergySpinco, Apergy’s its business, operations and management, the Separation and such other matters as Dover Parent shall reasonably determine are necessary and as may be required by Law Law. (orb) Spinco shall also cooperate with Parent in preparing, filing with the Commission and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in lieu of such mailing, shall mail to such holders a Notice of Internet Availability of Information Statement Materials)connection with the Separation or other transactions contemplated by this Agreement and the Ancillary Agreements. Promptly after receiving a request from DoverParent, Apergy to the extent requested, Spinco shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Dover Parent determines is necessary or desirable to effectuate the Distribution, and Dover Parent and Apergy Spinco shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Apergy shall also prepare, file with the Commission and cause to become effective any registration statements or amendments thereof as may be required to effect the establishment of, or amendments to, any employee benefit and other plans or as otherwise necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements, including any transactions related to financings or other credit facilities. (c) Promptly after receiving a request from DoverParent, Apergy Spinco shall prepare and file, and shall use commercially reasonable efforts to have approved and made effective, an application for the original listing on the NYSE of the Apergy Spinco Common Stock to be distributed in the Distribution, subject to official notice of distributionDistribution. (d) Nothing in this Section 4.3 4.4 shall be deemed, by itself, to shift Liability to or otherwise create a Liability for Dover for any portion of the such Form 1010 or Information Statement to Parent.

Actions in Connection with the Distribution. (a) Apergy Entertainment shall file or cause to be filed such amendments and supplements to the Form 10 as Dover CCU may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Form 10 and Information Statement as may be required by the Commission SEC or federal, state or foreign securities Laws. Dover shall, or at Dover’s election Apergy shall, Entertainment shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Dover CCU Common Stock, at such time on or prior to the Distribution Date as Dover CCU shall reasonably determine, the Information Statement information statement included in the Form 10, as well as any other information concerning ApergyEntertainment, Apergy’s its business, operations and management, the Separation Contribution, the Distribution and such other matters as Dover CCU shall reasonably determine are necessary and as may be required by Law (or, in lieu of such mailing, shall mail to such holders a Notice of Internet Availability of Information Statement Materials). Promptly after receiving a request from Dover, Apergy shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Dover determines is necessary or desirable to effectuate the Distribution, and Dover and Apergy shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Apergy CCU and Entertainment shall also preparecooperate in preparing, file filing with the Commission SEC and cause causing to become effective any registration statements or amendments thereof as may be which are required to effect reflect the establishment of, or amendments to, any employee benefit and other plans or as otherwise necessary or appropriate in connection with the Distribution, the Contribution or other transactions contemplated by this Agreement, or any of Agreement and the Ancillary AgreementsTransaction Documents, including the Employee Matters Agreement. Promptly after receiving a request from CCU, to the extent requested, Entertainment shall prepare and, in accordance with applicable Law, file with the SEC any transactions related such documentation that CCU determines is necessary or desirable to financings or other credit facilitieseffectuate the Distribution, and CCU and Entertainment shall each use commercially reasonable efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (c) Promptly after receiving a request from DoverCCU, Apergy Entertainment shall take all such actions as may be necessary or appropriate under the state securities or blue sky Laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution. (d) Promptly after receiving a request from CCU, Entertainment shall prepare and file, and shall use commercially reasonable efforts to have approved and made effective, an application for the original listing on the NYSE of the Apergy Entertainment Common Stock to be distributed in the DistributionDistribution on the NYSE, subject to official notice of distribution. (de) Nothing Immediately prior to the consummation of the Distribution, except as otherwise set forth on Schedule 4.3(e), (i) each person who is both an officer, director or employee of any member of the CCU Group and an officer, director or employee of any member of the Entertainment Group immediately prior to the Distribution Date (each a “Shared Employee”) and who is to continue as an officer, director or employee of any member of the CCU Group after the Distribution Date shall resign from each of such person’s positions with each member of the Entertainment Group, and (ii) each such Shared Employee who is to continue as an officer, director or employee of any member of the Entertainment Group after the Distribution Date shall resign from each of such person’s positions with each member of the CCU Group. (f) Entertainment shall take all reasonable steps necessary and appropriate to cause the conditions set forth in this Section 4.3 shall 4.4 to be deemedsatisfied and to effect the Distribution, by itself, to shift Liability to or otherwise create a Liability for Dover for any portion of thereof, on the Form 10Distribution Date.

Actions in Connection with the Distribution. (a) Apergy Flowco shall file or cause to be filed such amendments and supplements to the Form 10 as Dover SPX may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Form 10 and Information Statement as may be required by the Commission or federal, state or foreign securities Laws. Dover shall, or at Dover’s election Apergy shall, SPX shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Dover SPX Common Stock, at such time on or prior to the Distribution Date as Dover SPX shall reasonably determine, the Information Statement included in the Form 10, as well as any other information concerning ApergyFlowco, ApergyFlowco’s business, operations and management, the Separation and such other matters as Dover SPX shall reasonably determine are necessary and as may be required by Law (or, in lieu of such mailing, shall mail to such holders a Notice of Internet Availability of Information Statement Materials). Promptly after receiving a request from Dover, Apergy shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Dover determines is necessary or desirable to effectuate the Distribution, and Dover and Apergy shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Apergy Flowco shall also prepare, file with the Commission and cause to become effective any registration statements or amendments thereof as may be required to effect the establishment of, or amendments to, any employee benefit and other plans or as otherwise necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements, including any transactions related to financings or other credit facilities. Promptly after receiving a request from SPX, Flowco shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that SPX determines is necessary or desirable to effectuate the Distribution, and SPX and Flowco shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (c) Promptly after receiving a request from DoverSPX, Apergy Flowco shall prepare and file, and shall use commercially reasonable efforts to have approved and made effective, an application for the original listing on the NYSE of the Apergy Flowco Common Stock to be distributed in the Distribution, subject to official notice of distribution. (d) Nothing in this Section 4.3 shall be deemed, by itself, to shift Liability to or otherwise create a Liability for Dover for any portion of the Form 10.

Actions in Connection with the Distribution. (a) Apergy SentiSearch shall file or cause to be filed such amendments and supplements to the Form 10 as Dover Parent may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Form 10 and Information Statement as may be required by the Commission SEC or federal, state or foreign securities Laws. Dover shall, or at Dover’s election Apergy shall, SentiSearch shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Dover Parent Common Stock, at such time on or prior to the Distribution Date as Dover Parent shall reasonably determine, the Information Statement information statement included in the Form 10, as well as any other information concerning ApergySentiSearch, Apergy’s its business, operations and management, the Separation Contribution, the Distribution and such other matters as Dover Parent shall reasonably determine are necessary and as may be required by Law (or, in lieu of such mailing, shall mail to such holders a Notice of Internet Availability of Information Statement Materials)Law. Promptly after receiving a request from DoverParent, Apergy to the extent requested, SentiSearch shall prepare and, in accordance with applicable Law, file with the Commission SEC any such documentation that Dover Parent determines is necessary or desirable to effectuate the Distribution, and Dover Parent and Apergy SentiSearch shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission SEC with respect thereto as soon as practicable. (b) Apergy shall also prepare, file with the Commission and cause to become effective any registration statements or amendments thereof as may be required to effect the establishment of, or amendments to, any employee benefit and other plans or as otherwise necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements, including any transactions related to financings or other credit facilities. (c) Promptly after receiving a request from DoverParent, Apergy SentiSearch shall prepare and file, and shall use commercially reasonable efforts to have approved and made effective, an application for take all such actions as may be necessary or appropriate under the original listing on the NYSE state securities or blue sky Laws of the Apergy Common Stock United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution. (c) SentiSearch shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 4.4 to be distributed in satisfied and to effect the Distribution, subject to official notice of distribution. (d) Nothing in this Section 4.3 shall be deemed, by itself, to shift Liability to or otherwise create a Liability for Dover for any portion of thereof, on the Form 10Distribution Date.

Actions in Connection with the Distribution. (a) Apergy Enexus shall file or cause to be filed such amendments and supplements to the Form 10 as Dover Entergy may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Form 10 and Information Statement as may be required by the Commission or federal, state or foreign securities Laws. Dover shall, or at Dover’s election Apergy shall, Entergy shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Dover Entergy Common Stock, at such time on or prior to the Distribution Date as Dover Entergy shall reasonably determine, the Information Statement included in the Form 1010 and Information Statement, as well as any other information concerning ApergyEnexus, ApergyEnexus’s business, operations and management, the Separation and such other matters as Dover Entergy shall reasonably determine are necessary and appropriate and as may be required by Law Law. (orb) Enexus shall also prepare, file with the Commission and cause to become effective any registration statements or amendments thereof required to effect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in lieu connection with the transactions contemplated by this Agreement or any of such mailingthe Ancillary Agreements, shall mail including any transactions related to such holders a Notice of Internet Availability of Information Statement Materials)financings or other credit facilities. Promptly after receiving a request from DoverEntergy, Apergy to the extent requested, Enexus shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Dover Entergy determines is necessary or desirable to effectuate the Distribution, and Dover Entergy and Apergy Enexus shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Apergy shall also prepare, file with the Commission and cause to become effective any registration statements or amendments thereof as may be required to effect the establishment of, or amendments to, any employee benefit and other plans or as otherwise necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements, including any transactions related to financings or other credit facilities. (c) Promptly after receiving a request from DoverEntergy, Apergy Enexus shall prepare and file, and shall use commercially reasonable efforts to have approved and made effective, an application for the original listing on the NYSE of the Apergy Enexus Common Stock to be distributed in the Distribution, subject to official notice of distribution. (d) Nothing in this Section 4.3 shall be deemed, by itself, to shift Liability to or otherwise create a Liability for Dover of Entergy for any portion of the Form 10.