Common use of Post-Closing Actions Clause in Contracts

Post-Closing Actions. (a) All actions and transactions after the Closing that are required or permitted by this Agreement will be subject to any prior Authorizations, orders, consents, approvals or waivers necessary, advisable or appropriate under any Laws, rules or regulations of any Governmental Authority, including any self regulatory organization or stock exchange or required to be made, filed, given or obtained by any Party or any of its shareholders, quotaholders or its Subsidiaries with, to or from any Person. Each of the Parties shall use its reasonable best efforts to obtain (and to cooperate with the other Parties to obtain) such Authorizations, orders, consents, approvals or waivers in a timely manner to allow such actions and transactions to occur as promptly as practicable as contemplated hereby. Any time periods contained in this Agreement with respect to any action or transaction after the Closing that is required or permitted by this Agreement will be extended until five Business Days after receipt of the Authorizations, consents, approvals, waivers and other items described in this Section 6.15, provided, however, that if any such Authorization, order, consent, approval or waiver is not obtained within a reasonable period of time, then the Parties shall negotiate in good faith and agree upon an alternative approach to achieve, to the greatest extent possible, the economic, business and other purposes of such action or transaction without the need for such Authorization, order, consent, approval or waiver. (b) NII shall keep available and reserved for issuance sufficient authorized shares or non-subscribed capital stock or quotas, respectively, to comply in full with its obligations hereunder. Neither NII nor the Company will adopt any shareholder rights plan or take other similar action without including provisions that would preserve the Investor’s rights to acquire equity of NII as contemplated by the Transaction Documents. In no event will NII issue shares in satisfaction of its rights or obligations under Article 9, in an amount that represents more than 19.99% of the number of shares of NII outstanding on the Closing Date (without giving effect to the transactions contemplated hereby) if that issuance in excess thereof requires prior shareholder approval in accordance with applicable Laws, rules or regulations of any Governmental Authority, including any self-regulatory organization or stock exchange applicable to NII. For the avoidance of doubt, any consideration owing to an Article 9 Quotaholder and which cannot be satisfied in NII Shares as described in the immediately preceding sentence will be paid in cash (based on the value of NII Shares calculated as the average Closing Price of NII Shares for the 10 Trading Days ending two market days prior to the relevant closing of the issuance of the NII Shares, and to be paid pursuant to the applicable provisions of Article 9). (c) NII shall use reasonable best efforts to obtain, prior to the first anniversary of the Closing, at an annual or a special meeting called for such purpose, approval for the issuance of NII Shares in satisfaction of its rights or obligations under Article 9 in an amount in excess of 19.99% of the number of NII Shares outstanding immediately prior to the Closing Date in accordance with Section 5635 of the Rules of the NASDAQ Stock Market LLC. In that regard, without limiting the generality of the foregoing, NII shall duly convene a meeting of shareholders to consider such approval and use reasonable best efforts to solicit proxies in favor of such approval, and the Board of Directors of NII shall recommend that NII’s shareholders vote in favor of such approval.

Post-Closing Actions. (ai) All actions and transactions Notwithstanding anything else in this Agreement, after the Closing that are required Closing, Parent shall be entitled to cause the Company and its Subsidiaries to effect the repayment, unwinding or permitted by other settlement of any intercompany position described in clause (d) of the definition of Indemnified Taxes (including for this Agreement will be subject purpose any transfer, distribution, contribution or other transaction it determines appropriate in connection with such settlement, and including for this entering into any voluntary disclosure or similar Tax arrangement with a Governmental Authority pursuant to any prior Authorizations, orders, consents, approvals program or waivers necessary, advisable or appropriate under any Laws, rules or regulations of any initiative instituted by such Governmental Authority), including and such actions shall in no event limit any self regulatory organization or stock exchange or required indemnification recoveries available to be made, filed, given or obtained by any Party or any of its shareholders, quotaholders Parent or its Subsidiaries with, Affiliates pursuant to or from any PersonSection 9.2(a)(iii) of this Agreement. Each of the Parties shall use its reasonable best efforts to obtain (and to cooperate with the other Parties to obtain) such Authorizations, orders, consents, approvals or waivers in a timely manner to allow such actions and transactions to occur as promptly as practicable as contemplated hereby. Any time periods contained in this Agreement with With respect to any action or transaction after described in the Closing immediately preceding sentence that is required or permitted by this Agreement will be extended until five would result in an indemnification claim pursuant to Section 9.2(a)(iii) in excess of $350,000, Parent shall provide to the Shareholder Representative at least 10 Business Days after receipt prior notice of Parent’s intent to take or cause the taking of such action, shall provide an estimate (if reasonably available) of the Authorizationsamount of any Losses indemnifiable pursuant to Section 9.2(a)(iii) with respect to the taking of such action, consents, approvals, waivers and other items described in this Section 6.15, provided, however, that if shall consider any comments of the Shareholder Representative with respect to such Authorization, order, consent, approval or waiver is not obtained within a reasonable period of time, then the Parties shall negotiate action in good faith and agree upon an alternative approach to achieve, to the greatest extent possible, the economic, business and other purposes of such action or transaction without the need for such Authorization, order, consent, approval or waiverfaith. (ii) Without limiting the provisions of Section 6.16(e)(i), which shall control with respect to the matters described therein, prior to the earlier of (i) the end of the Escrow Period and (ii) the date on which no portion of the Escrow Stock Amount remains in the Indemnity Escrow Account, Parent shall not (and shall not permit any Person to) (a) amend, re-file or supplement any Tax Return of the Company and its Subsidiaries with respect to a Pre-Lockbox Tax Period; (b) NII shall keep available and reserved for issuance sufficient authorized shares or non-subscribed capital stock or quotas, respectively, make any Tax election with respect to comply in full with its obligations hereunder. Neither NII nor the Company will adopt and its Subsidiaries for a Pre-Lockbox Tax Period; or (c) initiate or enter into any shareholder rights plan voluntary disclosure agreement or take other program or similar action without including provisions that would preserve arrangement with any Tax authority regarding any Tax or Tax Return of the Investor’s rights Company and its Subsidiaries with respect to acquire equity of NII as contemplated by the Transaction Documents. In no event will NII issue shares in satisfaction of its rights or obligations under Article 9a Pre-Lockbox Tax Period which, in an amount that represents more than 19.99% each case, would reasonably be expected to give rise to any liability of the number of shares of NII outstanding on the Closing Date (without giving effect Parent Indemnified Parties pursuant to the transactions contemplated hereby) if that issuance in excess thereof requires prior shareholder approval in accordance with applicable Laws, rules or regulations of any Governmental Authority, including any self-regulatory organization or stock exchange applicable to NIISection 9.2(a)(iii). For the avoidance of doubt, the provisions of this Section 6.16(e)(ii) shall not prevent Parent from taking or causing another person to take any consideration owing to an Article 9 Quotaholder and which cannot be satisfied of the actions enumerated in NII Shares as described in the immediately preceding sentence will be paid in cash (based on the value of NII Shares calculated as the average Closing Price of NII Shares for the 10 Trading Days ending two market days prior this section 6.16(e)(ii) to the relevant closing of the issuance of the NII Shares, and extent Parent will not make an indemnity claim with respect to be paid pursuant to the applicable provisions of Article 9)such action. (c) NII shall use reasonable best efforts to obtain, prior to the first anniversary of the Closing, at an annual or a special meeting called for such purpose, approval for the issuance of NII Shares in satisfaction of its rights or obligations under Article 9 in an amount in excess of 19.99% of the number of NII Shares outstanding immediately prior to the Closing Date in accordance with Section 5635 of the Rules of the NASDAQ Stock Market LLC. In that regard, without limiting the generality of the foregoing, NII shall duly convene a meeting of shareholders to consider such approval and use reasonable best efforts to solicit proxies in favor of such approval, and the Board of Directors of NII shall recommend that NII’s shareholders vote in favor of such approval.

Post-Closing Actions. (a) All actions and transactions after Notwithstanding anything to the Closing that are required or permitted by this Agreement will be subject to any prior Authorizations, orders, consents, approvals or waivers necessary, advisable or appropriate under any Laws, rules or regulations of any Governmental Authority, including any self regulatory organization or stock exchange or required to be made, filed, given or obtained by any Party or any of its shareholders, quotaholders or its Subsidiaries with, to or from any Person. Each of the Parties shall use its reasonable best efforts to obtain (and to cooperate with the other Parties to obtain) such Authorizations, orders, consents, approvals or waivers in a timely manner to allow such actions and transactions to occur as promptly as practicable as contemplated hereby. Any time periods contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that: (a) Aleris and its Subsidiaries were not required to have filed (or cause to have filed) on or prior to the Borrowing Date financing statements (Form UCC-1) or any filings with respect the United States Patent and Trademark Office or the United States Copyright Office necessary to any action perfect the security interest purported to be created by the U.S. Security Agreement or transaction the U.S. Pledge Agreement, as applicable. Not later than the 10th day after the Closing that is required Borrowing Date, Aleris and its Subsidiaries shall have filed (or permitted by this Agreement will be extended until five Business Days after receipt of the Authorizations, consents, approvals, waivers and other items described in this Section 6.15, provided, however, that if any such Authorization, order, consent, approval or waiver is not obtained within a reasonable period of time, then the Parties shall negotiate in good faith and agree upon an alternative approach cause to achieve, to the greatest extent possible, the economic, business and other purposes have filed) all of such action financing statements (Form UCC-1) and any filings with the United States Patent and Trademark Office or transaction without the need for such Authorization, order, consent, approval or waiverUnited States Copyright Office necessary to perfect the security interest purported to be created by the Security Documents. (b) NII Aleris and its Subsidiaries shall keep available be required to take the actions (if any) specified in Schedule XII as promptly as practicable, and reserved for issuance sufficient authorized shares or non-subscribed capital stock or quotas, respectively, in any event within the time periods set forth in Schedule XII. The provisions of Schedule XII shall be deemed incorporated by reference herein as fully as if set forth herein in its entirety. All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to comply in full with its obligations hereunder. Neither NII nor the Company will adopt any shareholder rights plan or take other similar action without including provisions that would preserve extent necessary to effect the Investor’s rights foregoing (and to acquire equity of NII as contemplated by permit the Transaction Documents. In no event will NII issue shares in satisfaction of its rights or obligations under Article 9, in an amount that represents more than 19.99% taking of the number of shares of NII outstanding actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents), provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date Borrowing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (without giving effect or was required to the transactions contemplated herebybe taken) if that issuance in excess thereof requires prior shareholder approval in accordance with applicable Laws, rules or regulations the foregoing provisions of any Governmental Authority, including any self-regulatory organization or stock exchange applicable to NII. For the avoidance of doubt, any consideration owing to an Article 9 Quotaholder this Section 12.20 and which cannot be satisfied in NII Shares as described in the immediately preceding sentence will be paid in cash (based on the value of NII Shares calculated as the average Closing Price of NII Shares for the 10 Trading Days ending two market days prior y) all representations and warranties relating to the relevant closing Security Documents shall be required to be true immediately after the actions required to be taken by this Section 12.20 have been taken (or were required to be taken). The acceptance of the issuance benefits of each Credit Event shall constitute a representation, warranty and covenant by Aleris to each of the NII Shares, and to be paid Lenders that the actions required pursuant to this Section 12.20 will be, or have been, taken within the applicable provisions of Article 9). (c) NII shall use reasonable best efforts relevant time periods referred to obtain, prior to the first anniversary of the Closingin this Section 12.20 and that, at an annual or a special meeting called for such purposetime, approval for all representations and warranties contained in this Agreement and the issuance of NII Shares in satisfaction of its rights or obligations under Article 9 in an amount in excess of 19.99% of the number of NII Shares outstanding immediately prior other Credit Documents shall then be true and correct without any modification pursuant to the Closing Date in accordance with this Section 5635 of the Rules of the NASDAQ Stock Market LLC. In that regard, without limiting the generality of the foregoing, NII shall duly convene a meeting of shareholders to consider such approval and use reasonable best efforts to solicit proxies in favor of such approval12.20, and the Board parties hereto acknowledge and agree that the failure to take any of Directors the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of NII shall recommend that NII’s shareholders vote in favor of such approvalDefault pursuant to this Agreement.

Post-Closing Actions. Except pursuant to the procedures described in Section 5.19(a), Acquiror shall not (a) All actions and transactions after shall not cause or permit the Closing that are required or permitted by this Agreement will be subject to any prior Authorizations, orders, consents, approvals or waivers necessary, advisable or appropriate under any Laws, rules or regulations of any Governmental Authority, including any self regulatory organization or stock exchange or required to be made, filed, given or obtained by any Party Company or any of its shareholdersCompany Subsidiary to) file, quotaholders amend, re-file or its Subsidiaries with, to otherwise modify any Tax Return or from any Person. Each Tax election of the Parties shall use its reasonable best efforts to obtain (and to cooperate with the other Parties to obtain) such Authorizations, orders, consents, approvals Company or waivers in a timely manner to allow such actions and transactions to occur as promptly as practicable as contemplated hereby. Any time periods contained in this Agreement any Company Subsidiary with respect to any action Pre-Closing Tax Period or transaction after the Closing Straddle Period that is required reasonably likely to result in any of the Company Holders’ having indemnification obligation pursuant to this Agreement, without the prior written consent of the Company Holders’ Agent (which consent shall not be unreasonably withheld, conditioned or permitted by delayed). In the event Acquiror intends to initiate any voluntary disclosure agreement or similar program (a “VDA”) with any Tax Authority with respect to the Company or Company Subsidiary for any Pre-Closing Tax Period or Straddle Period that is reasonably likely to result in any of the Company Holders’ having indemnification obligation pursuant to this Agreement Agreement, (i) prior to initiation, Acquiror shall provide notice to Company Holders’ Agent of such VDA and shall provide the Company Holders’ Agent with a reasonable opportunity to obtain advice of legal counsel or an accounting firm regarding the subject matter of such VDA, (ii) Acquiror will consult in good faith with the Company Holders’ Agent with respect to such VDA, (iii) the Company Holders’ Agent will be extended until five Business Days after receipt entitled to participate (at the Company Holders’ expense) in, but not control or conduct, any proceedings related to such VDA, and (iv) Acquiror shall not settle or resolve such VDA in a manner that would materially and adversely affect the Company Holders without the prior written consent of the AuthorizationsCompany Holders’ Agent (which shall not be unreasonably withheld, consentsconditioned or delayed); provided that, approvals, waivers and other items described notwithstanding anything in this Section 6.15, provided, however, that if any such Authorization, order, consent, approval or waiver is not obtained within a reasonable period of time, then the Parties shall negotiate in good faith and agree upon an alternative approach to achieve, 5.19(e) to the greatest extent possiblecontrary, the economic, business and other purposes of Acquiror shall not initiate such action or transaction without the need for such Authorization, order, consent, approval or waiver. (b) NII shall keep available and reserved for issuance sufficient authorized shares or non-subscribed capital stock or quotas, respectively, to comply in full with its obligations hereunder. Neither NII nor VDA if the Company will adopt any shareholder rights plan Holders’ Agent provides to Acquiror an opinion of Arm▇▇▇▇▇ ▇▇P or take other similar action without including provisions a nationally recognized legal counsel or an accounting firm reasonably acceptable to Acquiror that would preserve the Investor’s rights to acquire equity of NII as contemplated original reporting position or treatment by the Transaction Documents. In no event will NII issue shares in satisfaction of its rights Company or obligations under Article 9, in an amount that represents more than 19.99% the Company Subsidiary with respect to the subject matter of the number of shares of NII outstanding on the Closing Date (without giving effect to the transactions contemplated hereby) if that issuance in excess thereof requires prior shareholder approval in accordance with applicable Laws, rules or regulations of any Governmental Authority, including any self-regulatory organization or stock exchange applicable to NII. For the avoidance of doubt, any consideration owing to an Article 9 Quotaholder and which canVDA is more likely than not be satisfied in NII Shares as described in the immediately preceding sentence will be paid in cash (based on the value of NII Shares calculated as the average Closing Price of NII Shares for the 10 Trading Days ending two market days prior to the relevant closing of the issuance of the NII Shares, and to be paid pursuant to the applicable provisions of Article 9)sustained upon audit. (c) NII shall use reasonable best efforts to obtain, prior to the first anniversary of the Closing, at an annual or a special meeting called for such purpose, approval for the issuance of NII Shares in satisfaction of its rights or obligations under Article 9 in an amount in excess of 19.99% of the number of NII Shares outstanding immediately prior to the Closing Date in accordance with Section 5635 of the Rules of the NASDAQ Stock Market LLC. In that regard, without limiting the generality of the foregoing, NII shall duly convene a meeting of shareholders to consider such approval and use reasonable best efforts to solicit proxies in favor of such approval, and the Board of Directors of NII shall recommend that NII’s shareholders vote in favor of such approval.

Post-Closing Actions. (a) All actions and transactions after Notwithstanding anything to the Closing that are required or permitted by contrary contained in this Agreement will or the other Credit Documents, the parties hereto acknowledge and agree that on the Initial Borrowing Date, the capital stock of CPI shall not be subject pledged pursuant to any prior AuthorizationsSection 5.07 of this Agreement, orders, consents, approvals or waivers necessary, advisable or appropriate under any Laws, rules or regulations and restrictions on transfers and agreements not to encumber stock of any Governmental Authority, including any self regulatory organization or stock exchange or required to CPI shall be made, filed, given or obtained by any Party or any of its shareholders, quotaholders or its Subsidiaries with, to or from any Personinapplicable. Each of The Borrower hereby agrees that the Parties Borrower shall use its commercially reasonable best efforts to obtain (the necessary approvals from the applicable Gaming Authority in order to pledge or cause to be pledged all capital stock of CPI pursuant to the Pledge Agreement and to cooperate cause the restrictions on transfers and agreements not to encumber stock of CPI. It is understood and agreed that the Borrower shall cause the stock of CPI to be pledged to the Collateral Agent pursuant to the Pledge Agreement as promptly as possible following receipt of the approval therefore from the relevant Gaming Authority. In addition, the parties hereto acknowledge that certain notice filings with respect to the other Parties Transaction need to obtain) be completed following the Initial Borrowing Date pursuant to the Gaming Regulations applicable to the Borrower and its Subsidiaries. The Borrower agrees to complete all such Authorizations, orders, consents, approvals or waivers filings in a timely manner and to allow such notify the Administrative Agent upon the completion thereof. All provisions of this Credit Agreement and the other Credit Documents (including, without limitation, all conditions precedent, representations, warranties, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions and transactions to occur as promptly as practicable as contemplated hereby. Any the satisfaction of the conditions described above within the time periods contained required hereby (and, rather than as otherwise provided in this Agreement with respect to any action or transaction after the Closing that is required or permitted by this Agreement will be extended until five Business Days after receipt of the Authorizations, consents, approvals, waivers and other items described in this Section 6.15, Credit Documents)); provided, however, that if any such Authorization, order, consent, approval or waiver is not obtained within a reasonable period of time, then the Parties shall negotiate in good faith and agree upon an alternative approach to achieve, (x) to the greatest extent possibleany representation and warranty would not be true because the foregoing actions were not taken, or conditions were not satisfied, on the Initial Borrowing Date, the economic, business respective representation and other purposes of such warranty shall be required to be true and correct in all material respects at the time the respective action is taken or transaction without the need for such Authorization, order, consent, approval condition is satisfied (or waiver. (bwas required to be taken or satisfied) NII shall keep available and reserved for issuance sufficient authorized shares or non-subscribed capital stock or quotas, respectively, to comply in full with its obligations hereunder. Neither NII nor the Company will adopt any shareholder rights plan or take other similar action without including provisions that would preserve the Investor’s rights to acquire equity of NII as contemplated by the Transaction Documents. In no event will NII issue shares in satisfaction of its rights or obligations under Article 9, in an amount that represents more than 19.99% of the number of shares of NII outstanding on the Closing Date (without giving effect to the transactions contemplated hereby) if that issuance in excess thereof requires prior shareholder approval in accordance with applicable Laws, rules or regulations the foregoing provisions of any Governmental Authority, including any self-regulatory organization or stock exchange applicable to NII. For the avoidance of doubt, any consideration owing to an Article 9 Quotaholder this Section 13.19 and which cannot be satisfied in NII Shares as described in the immediately preceding sentence will be paid in cash (based on the value of NII Shares calculated as the average Closing Price of NII Shares for the 10 Trading Days ending two market days prior y) all representations and warranties relating to the relevant closing of the issuance of the NII Shares, and Security Documents shall be required to be paid pursuant true immediately after the actions required to be taken, or the applicable provisions of Article 9conditions required to be satisfied, by this Section 13.19 have been taken or satisfied (or were required to be taken or satisfied). (c) NII shall use reasonable best efforts to obtain, prior to the first anniversary of the Closing, at an annual or a special meeting called for such purpose, approval for the issuance of NII Shares in satisfaction of its rights or obligations under Article 9 in an amount in excess of 19.99% of the number of NII Shares outstanding immediately prior to the Closing Date in accordance with Section 5635 of the Rules of the NASDAQ Stock Market LLC. In that regard, without limiting the generality of the foregoing, NII shall duly convene a meeting of shareholders to consider such approval and use reasonable best efforts to solicit proxies in favor of such approval, and the Board of Directors of NII shall recommend that NII’s shareholders vote in favor of such approval.

Post-Closing Actions. (a) All actions and transactions after After the Closing that are required or permitted by this Agreement will be subject to any prior Authorizations, orders, consents, approvals or waivers necessary, advisable or appropriate under any Laws, rules or regulations and until the later of any Governmental Authority, including any self regulatory organization or stock exchange or required to be made, filed, given or obtained by any Party or any of its shareholders, quotaholders or its Subsidiaries with, to or from any Person. Each (i) the expiration of the Parties shall use its reasonable best efforts to obtain General Survival Period and (and to cooperate with ii) the other Parties to obtain) such Authorizations, orders, consents, approvals or waivers in a timely manner to allow such actions and transactions to occur as promptly as practicable as contemplated hereby. Any time periods contained in this release of all Escrowed Shares retained under the Escrow Agreement for claims for indemnification asserted under Article VIII of the Merger Agreement with respect to Taxes, without the prior written consent of the Representative (which consent shall not be unreasonably withheld, conditioned or delayed), Parent shall not, and shall not cause or permit the Surviving Corporation to: (i) amend, supplement or refile any Tax Returns of the Company for a Pre-Closing Period, (ii) make, change or revoke any Tax election with respect to the Company for a Pre-Closing Period, or (iii) file or submit any voluntary disclosure or similar agreements with any Governmental Entity relating to Taxes of the Company for a Pre-Closing Period, (iv) cause the Surviving Corporation to take any action or transaction after the Closing that is required or permitted by this Agreement will be extended until five Business Days after receipt of the Authorizations, consents, approvals, waivers and other items described in this Section 6.15, provided, however, that if any such Authorization, order, consent, approval or waiver is not obtained within a reasonable period of time, then the Parties shall negotiate in good faith and agree upon an alternative approach to achieve, to the greatest extent possible, the economic, business and other purposes of such action or transaction without the need for such Authorization, order, consent, approval or waiver. (b) NII shall keep available and reserved for issuance sufficient authorized shares or non-subscribed capital stock or quotas, respectively, to comply in full with its obligations hereunder. Neither NII nor the Company will adopt any shareholder rights plan or take other similar action without including provisions that would preserve the Investor’s rights to acquire equity of NII as contemplated by the Transaction Documents. In no event will NII issue shares in satisfaction of its rights or obligations under Article 9, in an amount that represents more than 19.99% of the number of shares of NII outstanding on the Closing Date after the Closing outside the Ordinary Course of Business that is not expressly contemplated by this Agreement or any Transaction Document, (without giving effect v) compromise or settle any Tax liability relating to a Pre-Closing Period, in each case to the transactions contemplated herebyextent the foregoing could reasonably be expected to increase the Pre-Closing Taxes for which the Escrow Beneficiaries are responsible for indemnification under Section 8.1, or (vi) if that issuance in excess thereof requires prior shareholder approval in accordance with applicable Laws, rules agree to the waiver or regulations any extension of the statute of limitations relating to any Governmental Authority, including Taxes of the Companies for any selfPre-regulatory organization or stock exchange applicable to NIIClosing Period. For the avoidance of doubt, any consideration owing to an Article 9 Quotaholder and which cannot it shall be satisfied in NII Shares as described in the immediately preceding sentence will be paid in cash (based on the value of NII Shares calculated as the average Closing Price of NII Shares unreasonable for the 10 Trading Days ending two market days prior Representative to withhold, condition or delay its consent to any action in this Section 6.4(f) that is required by Law or reasonably determined by Parent’s accountants to be necessary (a) to avoid the relevant closing filing of a Schedule UTP (Form 1120) (or similar Tax disclosure under state, local or non-U.S. Law), (b) to avoid or mitigate the imposition of penalties under Section 6662 of the issuance Code or any comparable provisions of the NII Sharesstate, and local or non-U.S. applicable Law, or (c) to be paid pursuant avoid maintaining a reserve on Parent’s financial statements with respect to the applicable provisions of Article 9)Tax liability. (c) NII shall use reasonable best efforts to obtain, prior to the first anniversary of the Closing, at an annual or a special meeting called for such purpose, approval for the issuance of NII Shares in satisfaction of its rights or obligations under Article 9 in an amount in excess of 19.99% of the number of NII Shares outstanding immediately prior to the Closing Date in accordance with Section 5635 of the Rules of the NASDAQ Stock Market LLC. In that regard, without limiting the generality of the foregoing, NII shall duly convene a meeting of shareholders to consider such approval and use reasonable best efforts to solicit proxies in favor of such approval, and the Board of Directors of NII shall recommend that NII’s shareholders vote in favor of such approval.

Post-Closing Actions. (a) All actions and transactions after Following the Closing that are required or permitted by this Agreement will be subject to any prior AuthorizationsClosing, ordersnone of Buyer, consents, approvals or waivers necessary, advisable or appropriate under any Laws, rules or regulations of any Governmental Authority, including any self regulatory organization or stock exchange or required to be made, filed, given or obtained by any Party an Acquired Company or any of its shareholderstheir Affiliates shall be entitled to indemnification pursuant to Section 9.1 as a result of such party: (i) amending any Tax Return or claiming any refund of Taxes to the extent that such Tax Return or refund claim relates to any Pre-Closing Tax Period, quotaholders unless such amendment or its Subsidiaries with, claim is required by applicable Law; (ii) making or changing any Tax election or Tax accounting method with respect to or from that has retroactive effect to any Person. Each of the Parties shall use its reasonable best efforts Pre-Closing Tax Period unless required by applicable Law; or (iii) initiating or participating in any voluntary disclosure procedure (or other similar procedure with any Governmental Authority reasonably expected to obtain (and to cooperate have a similar effect) with the other Parties to obtain) such Authorizations, orders, consents, approvals or waivers in a timely manner to allow such actions and transactions to occur as promptly as practicable as contemplated hereby. Any time periods contained in this Agreement any Governmental Authority with respect to any action or transaction after Pre-Closing Tax Period, in each case in clauses (i) to (iii) above, unless the Closing that is required or permitted by this Agreement will Representative consents to such action, which consent may be extended until five Business Days after receipt withheld in the sole and absolute discretion of the Authorizations, consents, approvals, waivers and other items described in this Section 6.15, provided, however, that if any such Authorization, order, consent, approval or waiver is not obtained within a reasonable period of time, then the Parties shall negotiate in good faith and agree upon an alternative approach to achieve, to the greatest extent possible, the economic, business and other purposes of such action or transaction without the need for such Authorization, order, consent, approval or waiver. (b) NII shall keep available and reserved for issuance sufficient authorized shares or non-subscribed capital stock or quotas, respectively, to comply in full with its obligations hereunder. Neither NII nor the Company will adopt any shareholder rights plan or take other similar action without including provisions that would preserve the Investor’s rights to acquire equity of NII as contemplated by the Transaction Documents. In no event will NII issue shares in satisfaction of its rights or obligations under Article 9, in an amount that represents more than 19.99% of the number of shares of NII outstanding on the Closing Date (without giving effect to the transactions contemplated hereby) if that issuance in excess thereof requires prior shareholder approval in accordance with applicable Laws, rules or regulations of any Governmental Authority, including any self-regulatory organization or stock exchange applicable to NIIRepresentative. For the avoidance of doubt, this Section 7.1(f) will not limit any consideration owing Merger Sub II post-closing Tax filings. Before taking a position that “applicable Law” applies to an Article 9 Quotaholder any filing of items included in clauses (i) and which can(ii) of this Section 7.1(f) or before filing any Tax Returns in any state where BMP does not be satisfied in NII Shares currently file such Tax returns or paying or collecting any Tax, for any Tax period or portion thereof ending on or before the Closing Date, Buyer will consult with Representative as described in the immediately preceding sentence will be paid in cash (based on the value of NII Shares calculated as the average Closing Price of NII Shares for the 10 Trading Days ending two market days prior to the relevant closing possibility of filing a voluntary disclosure agreement with any such states to limit prior year exposures. The Parties shall resolve any disagreement under this Section 7.1(f) using procedures similar to those set forth in Section 2.3(d). In the issuance event Buyer files or submits, or causes Merger Sub II or an Acquired Company or any of the NII Sharestheir Affiliates to file or submit, and to be paid pursuant to the applicable provisions of Article 9). (c) NII shall use reasonable best efforts to obtainany Tax Return, prior to the first anniversary of the Closingor pay or collect any Tax, at an annual for any Tax period or a special meeting called for such purpose, approval for the issuance of NII Shares in satisfaction of its rights or obligations under Article 9 in an amount in excess of 19.99% of the number of NII Shares outstanding immediately prior to portion beginning after the Closing Date in accordance with Section 5635 a jurisdiction in which an Acquired Company has not previously filed a Tax Return (or the type of Tax Return), or paid or collected a Tax (or the Rules type of the NASDAQ Stock Market LLC. In that regard, without limiting the generality of the foregoing, NII shall duly convene a meeting of shareholders to consider such approval and use reasonable best efforts to solicit proxies in favor of such approvalTax), and the Board of Directors of NII shall recommend that NII’s shareholders vote in favor filing of such approvalTax Return or payment or collection of such Tax causes, in whole or in part, the applicable Governmental Authority to audit, examine or otherwise investigate any Acquired Company with respect to any Pre-Closing Tax Period or otherwise results in the assessment or imposition of any Taxes with respect to any Pre-Closing Tax Period, nothing in this Agreement shall be construed to excuse or limit any obligation of the Sellers to provide indemnification with respect to any Taxes or other Losses with respect thereto.

Post-Closing Actions. (a) All actions Borrower will and transactions after will cause each other Restricted Person to: (i) deliver to Administrative Agent copies of each notice, document or other information or communication delivered between the Closing that are required parties under or permitted by this Agreement will be subject in connection with the Acquisition Documents which relates to any prior Authorizations, orders, consents, approvals matter which could materially and adversely affect the Collateral or waivers necessary, advisable or appropriate under any Laws, rules or regulations the rights of any Governmental AuthorityLender Party under the Loan Documents, including without limitation, any self regulatory organization notice or stock exchange request relating to a corrective action regarding rights-of-way or other property interests or relating to any indemnities; and (ii) in the event of any post-closing action pursuant to the Acquisition Documents which may affect the completeness or accuracy of any Security Document or affect the Collateral (specifically including but not limited to any modification or supplement with respect to the Illinois pipeline system rights-of-way conveyed to any Restricted Person pursuant to the ▇▇▇▇▇▇▇▇ Permian Acquisition Documents), concurrently with any such post-closing action, deliver to Administrative Agent any and all amendments to the Security Documents and other documents or instruments duly executed and in form and substance acceptable to Administrative Agent which Administrative Agent may require in connection with such post-closing action. (b) In connection with any post-closing action pursuant to the Acquisition Documents referred to subsection (a) of this Section, upon receipt by Administrative Agent of evidence satisfactory to Administrative Agent that a Restricted Person is required pursuant to be made, filed, given the ▇▇▇▇▇▇▇▇ Permian Acquisition Documents or obtained by any Party that it is otherwise desirable for a Restricted Person pursuant to the ▇▇▇▇▇▇▇▇ Permian Acquisition Documents to reconvey to Marathon Ashland Petroleum LLC or any of its shareholdersAffiliates any rights-of-way or other interests which were incorrectly conveyed to such Restricted Person, quotaholders or its Subsidiaries with, Administrative Agent shall execute and deliver to or from any Personsuch Restricted Person such releases as may be reasonably required by such Restricted Person in order to permit such a reconveyance in compliance with the ▇▇▇▇▇▇▇▇ Permian Acquisition Documents. Each Lender Party hereby consents to such releases of the Parties shall Collateral from time to time by Administrative Agent pursuant to this subsection. (c) Borrower will and will cause each other Restricted Person to use its reasonable best efforts to obtain (prepare and deliver to cooperate with Administrative Agent right-of- way alignment maps reflecting the other Parties to obtain) such Authorizations, orders, consents, approvals or waivers in a timely manner to allow such actions and transactions to occur as promptly as practicable as contemplated hereby. Any time periods contained in this Agreement with respect to any action or transaction after the Closing that is required or permitted by this Agreement will be extended until five Business Days after receipt main line segments of the Authorizations, consents, approvals, waivers pipelines constituting "Major Pipelines and other items described Terminals" (as such term is defined in this Section 6.15, provided, however, that if any such Authorization, order, consent, approval the ▇▇▇▇▇▇▇▇ Permian Acquisition Documents) and identifying the specific easements or waiver is not obtained within a reasonable period of time, then the Parties shall negotiate in good faith and agree upon an alternative approach to achieve, to the greatest extent possible, the economic, business and other purposes right-of-way documents covering each portion of such action or transaction without pipeline location (the need for "Alignment Maps"), such Authorization, order, consent, approval or waiver. (b) NII shall keep available and reserved for issuance sufficient authorized shares or non-subscribed capital stock or quotas, respectively, to comply in full with its obligations hereunder. Neither NII nor the Company will adopt any shareholder rights plan or take other similar action without including provisions that would preserve the Investor’s rights to acquire equity of NII as contemplated by the Transaction Documents. In no event will NII issue shares in satisfaction of its rights or obligations under Article 9, in an amount that represents more than 19.99% of the number of shares of NII outstanding on the Closing Date (without giving effect to the transactions contemplated hereby) if that issuance in excess thereof requires prior shareholder approval in accordance with applicable Laws, rules or regulations of any Governmental Authority, including any self-regulatory organization or stock exchange applicable to NII. For the avoidance of doubt, any consideration owing to an Article 9 Quotaholder and which cannot be satisfied in NII Shares as described in the immediately preceding sentence will be paid in cash (based on the value of NII Shares calculated as the average Closing Price of NII Shares for the 10 Trading Days ending two market days prior to the relevant closing of the issuance of the NII Shares, and Alignment Maps to be paid pursuant prepared and delivered under a procedure and schedule acceptable to the applicable provisions of Article 9). (c) NII shall Administrative Agent in its reasonable discretion, provided that Borrower and each other Restricted Person will use reasonable its best efforts to obtaincause all such Alignment Maps to be prepared and delivered to Administrative Agent on or before May 30, prior to the first anniversary of the Closing, at an annual or a special meeting called for such purpose, approval for the issuance of NII Shares in satisfaction of its rights or obligations under Article 9 in an amount in excess of 19.99% of the number of NII Shares outstanding immediately prior to the Closing Date in accordance with Section 5635 of the Rules of the NASDAQ Stock Market LLC. In that regard, without limiting the generality of the foregoing, NII shall duly convene a meeting of shareholders to consider such approval and use reasonable best efforts to solicit proxies in favor of such approval, and the Board of Directors of NII shall recommend that NII’s shareholders vote in favor of such approval2000.

Post-Closing Actions. (a) All actions and transactions after Notwithstanding anything to the Closing that are required or permitted by this Agreement will be subject to any prior Authorizations, orders, consents, approvals or waivers necessary, advisable or appropriate under any Laws, rules or regulations of any Governmental Authority, including any self regulatory organization or stock exchange or required to be made, filed, given or obtained by any Party or any of its shareholders, quotaholders or its Subsidiaries with, to or from any Person. Each of the Parties shall use its reasonable best efforts to obtain (and to cooperate with the other Parties to obtain) such Authorizations, orders, consents, approvals or waivers in a timely manner to allow such actions and transactions to occur as promptly as practicable as contemplated hereby. Any time periods contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that: (a) Aleris and its Subsidiaries were not required to have filed (or cause to have filed) on or prior to the Restatement Effective Date amendments to financing statements (Form UCC-1) or any amendments to filings with respect the United States Patent and Trademark Office or the United States Copyright Office necessary to any action perfect the security interest purported to be created by the U.S. Security Agreement or transaction the U.S. Pledge Agreement, as applicable. Not later than the 10th day after the Closing that is required Restatement Effective Date, Aleris and its Subsidiaries shall have filed (or permitted by this Agreement will be extended until five Business Days after receipt of the Authorizations, consents, approvals, waivers and other items described in this Section 6.15, provided, however, that if any such Authorization, order, consent, approval or waiver is not obtained within a reasonable period of time, then the Parties shall negotiate in good faith and agree upon an alternative approach cause to achieve, to the greatest extent possible, the economic, business and other purposes have filed) all of such action amendments to financing statements (Form UCC-1) and any amendments to filings with the United States Patent and Trademark Office or transaction without the need for such Authorization, order, consent, approval or waiverUnited States Copyright Office necessary to perfect the security interest purported to be created by the Security Documents. (b) NII Aleris and its Subsidiaries shall keep available be required to take the actions (if any) specified in Schedule XV as promptly as practicable, and reserved for issuance sufficient authorized shares or non-subscribed capital stock or quotas, respectively, in any event within the time periods set forth in Schedule XV. The provisions of Schedule XV shall be deemed incorporated by reference herein as fully as if set forth herein in its entirety. All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to comply in full with its obligations hereunder. Neither NII nor the Company will adopt any shareholder rights plan or take other similar action without including provisions that would preserve extent necessary to effect the Investor’s rights foregoing (and to acquire equity of NII as contemplated by permit the Transaction Documents. In no event will NII issue shares in satisfaction of its rights or obligations under Article 9, in an amount that represents more than 19.99% taking of the number of shares of NII outstanding actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents), provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date Restatement Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (without giving effect or was required to the transactions contemplated herebybe taken) if that issuance in excess thereof requires prior shareholder approval in accordance with applicable Laws, rules or regulations the foregoing provisions of any Governmental Authority, including any self-regulatory organization or stock exchange applicable to NII. For the avoidance of doubt, any consideration owing to an Article 9 Quotaholder this Section 13.20 and which cannot be satisfied in NII Shares as described in the immediately preceding sentence will be paid in cash (based on the value of NII Shares calculated as the average Closing Price of NII Shares for the 10 Trading Days ending two market days prior y) all representations and warranties relating to the relevant closing Security Documents shall be required to be true immediately after the actions required to be taken by this Section 13.20 have been taken (or were required to be taken). The acceptance of the issuance benefits of each Credit Event shall constitute a representation, warranty and covenant by Aleris to each of the NII Shares, and to be paid Lenders that the actions required pursuant to this Section 13.20 will be, or have been, taken within the applicable provisions of Article 9). (c) NII shall use reasonable best efforts relevant time periods referred to obtain, prior to the first anniversary of the Closingin this Section 13.20 and that, at an annual or a special meeting called for such purposetime, approval for all representations and warranties contained in this Agreement and the issuance of NII Shares in satisfaction of its rights or obligations under Article 9 in an amount in excess of 19.99% of the number of NII Shares outstanding immediately prior other Credit Documents shall then be true and correct without any modification pursuant to the Closing Date in accordance with this Section 5635 of the Rules of the NASDAQ Stock Market LLC. In that regard, without limiting the generality of the foregoing, NII shall duly convene a meeting of shareholders to consider such approval and use reasonable best efforts to solicit proxies in favor of such approval13.20, and the Board parties hereto acknowledge and agree that the failure to take any of Directors the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of NII shall recommend that NII’s shareholders vote in favor of such approvalDefault pursuant to this Agreement.

Post-Closing Actions. Buyer shall not, and shall not permit any of its Affiliates to, make any election under Treasury Regulation 301.7701-3 (aor any analogous or similar state or local, or foreign law or regulation) All actions for any of the Acquired Companies effective on or before the Closing Date. Except as required by applicable law determined by a court, Buyer shall not, and transactions shall not permit the Acquired Companies to, (i) take any action on or after the Closing Date other than in the Ordinary Course of Business, including but not limited to the sale of any assets or the payment of any dividend or distribution or the effectuation of any redemption, that are required or permitted by this Agreement will be subject could give rise to any Tax liability of Seller or any Affiliate of Seller, or indemnification obligation of Seller under Article VII or Article VIII, or (ii) make or change any material Tax election, amend any Tax Return, take any Tax position on any Tax Return, or compromise or settle any Tax liability, in each case if such action could have the effect of increasing the Tax liability or reducing any Tax benefit of Seller or any Affiliate of Seller, without the prior Authorizationswritten permission of Seller, orderswhich may be withheld in Seller’s sole discretion. Seller shall be entitled to retain, consents, approvals or waivers necessary, advisable or appropriate under any Laws, rules or regulations of any Governmental Authority, including any self regulatory organization or stock exchange or required to be made, filed, given or obtained by any Party receive prompt payment from Buyer or any of its shareholdersAffiliates (including the Acquired Companies) of, quotaholders any refund or its Subsidiaries with, credit with respect to Taxes (including refunds and credits arising by reason of amended Tax Returns filed after the Closing Date or from any Person. Each of the Parties shall use its reasonable best efforts to obtain (and to cooperate with the other Parties to obtainotherwise) such Authorizations, orders, consents, approvals or waivers in a timely manner to allow such actions and transactions to occur as promptly as practicable as contemplated hereby. Any time periods contained in this Agreement with respect to any action Tax period (or transaction after the Closing that is required portion thereof) ending on or permitted by this Agreement will be extended until five Business Days after receipt of the Authorizations, consents, approvals, waivers and other items described in this Section 6.15, provided, however, that if any such Authorization, order, consent, approval or waiver is not obtained within a reasonable period of time, then the Parties shall negotiate in good faith and agree upon an alternative approach to achieve, to the greatest extent possible, the economic, business and other purposes of such action or transaction without the need for such Authorization, order, consent, approval or waiver. (b) NII shall keep available and reserved for issuance sufficient authorized shares or non-subscribed capital stock or quotas, respectively, to comply in full with its obligations hereunder. Neither NII nor the Company will adopt any shareholder rights plan or take other similar action without including provisions that would preserve the Investor’s rights to acquire equity of NII as contemplated by the Transaction Documents. In no event will NII issue shares in satisfaction of its rights or obligations under Article 9, in an amount that represents more than 19.99% of the number of shares of NII outstanding on the Closing Date (without giving effect to the transactions contemplated hereby) if that issuance in excess thereof requires prior shareholder approval in accordance with applicable Laws, rules or regulations of any Governmental Authority, including any self-regulatory organization or stock exchange applicable to NII. For the avoidance of doubt, any consideration owing to an Article 9 Quotaholder and which cannot be satisfied in NII Shares as described in the immediately preceding sentence will be paid in cash (based on the value of NII Shares calculated as the average Closing Price of NII Shares for the 10 Trading Days ending two market days prior to the relevant closing of the issuance of the NII Shares, and to be paid pursuant to the applicable provisions of Article 9). (c) NII shall use reasonable best efforts to obtain, prior to the first anniversary of the Closing, at an annual or a special meeting called for such purpose, approval for the issuance of NII Shares in satisfaction of its rights or obligations under Article 9 in an amount in excess of 19.99% of the number of NII Shares outstanding immediately prior to the Closing Date in accordance with Section 5635 related to the Acquired Companies, actually received by Buyer or any of its Affiliates (including the Rules of the NASDAQ Stock Market LLC. In that regard, without limiting the generality of the foregoing, NII shall duly convene a meeting of shareholders to consider such approval and use reasonable best efforts to solicit proxies in favor of such approval, and the Board of Directors of NII shall recommend that NII’s shareholders vote in favor of such approvalAcquired Companies).

Post-Closing Actions. Prior to the Purchase Price being finalized pursuant to Section 2.7 or to the extent that the amount of Seller’s indemnification obligation pursuant to Section 11.2 reasonably could be expected to increase as a result of any of the following actions, Purchaser will not (a) All actions and transactions after the Closing that are required make, change or permitted by this Agreement will be subject rescind any material election of a Transferred Entity relating to any prior Authorizations, orders, consents, approvals or waivers necessary, advisable or appropriate under any Laws, rules or regulations of any Governmental Authority, including any self regulatory organization or stock exchange or required to be made, filed, given or obtained by any Party or any of its shareholders, quotaholders or its Subsidiaries with, to or from any Person. Each of the Parties shall use its reasonable best efforts to obtain (and to cooperate with the other Parties to obtain) such Authorizations, orders, consents, approvals or waivers in a timely manner to allow such actions and transactions to occur as promptly as practicable as contemplated hereby. Any time periods contained in this Agreement Taxes with respect to any action or transaction after the Pre-Closing that is required or permitted by this Agreement will be extended until five Business Days after receipt of the AuthorizationsTax Period, consents, approvals, waivers and other items described in this Section 6.15, provided, however, that if any such Authorization, order, consent, approval or waiver is not obtained within a reasonable period of time, then the Parties shall negotiate in good faith and agree upon an alternative approach to achieve, to the greatest extent possible, the economic, business and other purposes of such action or transaction without the need for such Authorization, order, consent, approval or waiver. (b) NII shall keep available and reserved amend any Tax Return for issuance sufficient authorized shares or nonwith respect to a Pre-subscribed capital stock or quotas, respectively, to comply in full with its obligations hereunder. Neither NII nor the Company will adopt any shareholder rights plan or take other similar action without including provisions that would preserve the Investor’s rights to acquire equity of NII as contemplated by the Transaction Documents. In no event will NII issue shares in satisfaction of its rights or obligations under Article 9, in an amount that represents more than 19.99% Closing Tax Period on behalf of the number of shares of NII outstanding on the Closing Date (without giving effect Transferred Entities or with respect to the transactions contemplated hereby) if that issuance in excess thereof requires prior shareholder approval in accordance with applicable Lawsany Transferred Assets, rules or regulations of any Governmental Authority, including any self-regulatory organization or stock exchange applicable to NII. For the avoidance of doubt, any consideration owing to an Article 9 Quotaholder and which cannot be satisfied in NII Shares as described in the immediately preceding sentence will be paid in cash (based on the value of NII Shares calculated as the average Closing Price of NII Shares for the 10 Trading Days ending two market days prior to the relevant closing of the issuance of the NII Shares, and to be paid pursuant to the applicable provisions of Article 9). (c) NII shall use reasonable best efforts consent to obtain, prior to the first anniversary any extension or waiver of the Closingstatute of limitations period applicable to any Taxes, Tax Returns or claims for Taxes with respect to a Pre-Closing Tax Period, or (d) confer (orally, in writing or by any other means) with any Governmental Entity with respect to matters relating to a Pre-Closing Tax Period, in each case with respect to any Transferred Entity or the Transferred Assets, in each case, without the prior written consent of Seller. In the event of an audit or administrative or judicial proceeding with respect to any Tax items for which Purchaser is reasonably expected to be indemnified pursuant to Article XI (a “Tax Contest”), if, pursuant to Section 11.5, Seller is not the controlling party of any such Tax Contest, nonetheless, (i) Purchaser shall keep Seller reasonably informed regarding the progress and substantive aspects of such Tax items in the Tax Contest, (ii) Seller may reasonably participate in (at an annual its sole cost and expense) the defense of such Tax items, and (iii) Purchaser will not settle such Tax Contest without the prior written consent of Seller, not to be unreasonably withheld, conditioned or a special meeting called for such purpose, approval for delayed. To the issuance extent the provisions of NII Shares in satisfaction of its rights or obligations under Article 9 in an amount in excess of 19.99% of the number of NII Shares outstanding immediately prior to the Closing Date in accordance this Section 8.5 are inconsistent with Section 5635 of the Rules of the NASDAQ Stock Market LLC. In that regard11.5, without limiting the generality of the foregoing, NII this Section 8.5 shall duly convene a meeting of shareholders to consider such approval and use reasonable best efforts to solicit proxies in favor of such approval, and the Board of Directors of NII shall recommend that NII’s shareholders vote in favor of such approvalcontrol.

Post-Closing Actions. (a) All actions From and transactions after the Closing that are required or permitted Closing, except as determined by this Agreement will be subject to any prior Authorizations, orders, consents, approvals or waivers necessary, advisable or appropriate under any Laws, rules or regulations of any Governmental Authority, including any self regulatory organization or stock exchange or required Acquirer to be madenecessary to cause the Company’s prior Tax Return positions to be “more likely than not” correct after consultation in good faith with Stockholders’ Agent, filed, given or obtained by any Party or any of its shareholders, quotaholders or its Subsidiaries with, to or from any Person. Each without the consent of the Parties Stockholders’ Agent’s, Acquirer shall use not, and shall not cause or permit its reasonable best efforts to obtain Affiliates (and to cooperate with including, following the other Parties to obtainClosing, the Company or the Company Subsidiaries) such Authorizations, orders, consents, approvals to: (i) change any Tax election of the Company or waivers in a timely manner to allow such actions and transactions to occur as promptly as practicable as contemplated hereby. Any time periods contained in this Agreement the Company Subsidiaries with respect to a Pre-Closing Tax Period, (ii) except in the case of an erroneous method of accounting, change any accounting method of the Company or the Company Subsidiaries with respect to a Pre-Closing Tax Period, (iii) amend any previously filed Tax Return of the Company or the Company Subsidiaries, (iv) initiate or enter into any voluntary disclosure agreement or program (“VDA”) with respect to Taxes of the Company or the Company Subsidiaries for a Pre-Closing Tax Period, (v) make any election under Section 336 or Section 338 of the Code (or any corresponding or similar provision of state, local or non U.S. Tax Law) with respect to the acquisition of the Company pursuant to this Agreement, or (vi) cause the Company or the Company Subsidiaries to take any action or transaction after the Closing that is required or permitted by this Agreement will be extended until five Business Days after receipt of the Authorizations, consents, approvals, waivers and other items described in this Section 6.15, provided, however, that if any such Authorization, order, consent, approval or waiver is not obtained within a reasonable period of time, then the Parties shall negotiate in good faith and agree upon an alternative approach to achieve, to the greatest extent possible, the economic, business and other purposes of such action or transaction without the need for such Authorization, order, consent, approval or waiver. (b) NII shall keep available and reserved for issuance sufficient authorized shares or non-subscribed capital stock or quotas, respectively, to comply in full with its obligations hereunder. Neither NII nor the Company will adopt any shareholder rights plan or take other similar action without including provisions that would preserve the Investor’s rights to acquire equity of NII as contemplated by the Transaction Documents. In no event will NII issue shares in satisfaction of its rights or obligations under Article 9, in an amount that represents more than 19.99% of the number of shares of NII outstanding on the Closing Date (without giving effect after the Closing outside of the ordinary course of business, in each case, if such action would create or increase an indemnification obligation of a Company Stockholder pursuant to this Agreement or affect amounts payable to a Company Stockholder under this Agreement. Notwithstanding anything to the transactions contemplated hereby) if contrary in the foregoing or in this Section 4.4, Parent or Acquirer may cause the Company or the Company Subsidiaries to initiate participation in VDAs or otherwise voluntarily correct its sales and use Tax filing positions for the Pre-Closing Tax Period without the Stockholders’ Agent’s consent; provided that issuance in excess thereof requires Acquirer consults with the Stockholders’ Agent prior shareholder approval in accordance with applicable Lawsto taking such action, rules or regulations keeps the Stockholders’ Agent reasonably informed as to the status of any Governmental Authorityresulting Tax audit or proceeding, including any self-regulatory organization or stock exchange applicable to NII. For and take into account the avoidance of doubt, any consideration owing to an Article 9 Quotaholder and which cannot be satisfied in NII Shares as described in the immediately preceding sentence will be paid in cash (based on the value of NII Shares calculated as the average Closing Price of NII Shares for the 10 Trading Days ending two market days prior Stockholders’ Agent’s reasonable comments with respect to the relevant closing of the issuance of the NII Shares, and to be paid pursuant to the applicable provisions of Article 9). (c) NII shall use reasonable best efforts to obtain, prior to the first anniversary of the Closing, at an annual or a special meeting called for such purpose, approval for the issuance of NII Shares in satisfaction of its rights or obligations under Article 9 in an amount in excess of 19.99% of the number of NII Shares outstanding immediately prior to the Closing Date in accordance with Section 5635 of the Rules of the NASDAQ Stock Market LLC. In that regard, without limiting the generality of the foregoing, NII shall duly convene a meeting of shareholders to consider such approval and use reasonable best efforts to solicit proxies in favor conduct of such approval, and the Board of Directors of NII shall recommend that NII’s shareholders vote in favor of such approvalTax proceeding or any compromise or resolution thereof.

Post-Closing Actions. After the Closing, Purchaser shall not, and shall cause its Affiliates (aincluding the Company and its Subsidiaries) All actions and transactions after to not, (i) file any Tax Returns with respect to the Closing that are required or permitted by this Agreement will be subject to any prior Authorizations, orders, consents, approvals or waivers necessary, advisable or appropriate under any Laws, rules or regulations of any Governmental Authority, including any self regulatory organization or stock exchange or required to be made, filed, given or obtained by any Party Company or any of its shareholdersSubsidiaries for a Pre-Closing Tax Period, quotaholders except as provided in Section 10.1(f) and shall not file such Tax Returns filed pursuant to Section 10.1(f) in a manner inconsistent with past practice or in a jurisdiction where such entity, as applicable, has not historically filed Tax Returns, (ii) amend, file, supplement or re-file any Tax Returns with respect to Company or any of its Subsidiaries withfor a Pre-Closing Tax Period, (iii) consent to any extension or from any Person. Each waiver of the Parties shall use limitation period applicable to any Tax claim or assessment relating to Company or any of its reasonable best efforts Subsidiaries, (iv) make or change any Tax election that has retroactive effect to obtain a Pre-Closing Tax Period of Company or any of its Subsidiaries (and to cooperate including an election under Section 336 or 338 of the Code or any similar provision of non-U.S., state or local Law in respect of the Transactions contemplated by this Agreement), (v) initiate discussions or examinations with taxing authorities or make any voluntary disclosures regarding Taxes or Tax Returns of the other Parties to obtain) such Authorizations, orders, consents, approvals Company or waivers in a timely manner to allow such actions and transactions to occur as promptly as practicable as contemplated hereby. Any time periods contained in this Agreement any of its Subsidiaries with respect to any action Pre-Closing Tax Period, without the prior written consent of Seller (which shall not be unreasonably withheld, conditioned or transaction after the Closing that is required or permitted by this Agreement will be extended until five Business Days after receipt of the Authorizations, consents, approvals, waivers and other items described in this Section 6.15delayed), provided, howeverthat, that if any such Authorization, order, consent, approval or waiver is not obtained within a reasonable period of time, then the Parties shall negotiate in good faith and agree upon an alternative approach to achieve, to the greatest extent possible, the economic, business and other purposes of such action or transaction without the need for such Authorization, order, consent, approval or waiver. (b) NII shall keep available and reserved for issuance sufficient authorized shares or non-subscribed capital stock or quotas, respectively, to comply in full with its obligations hereunder. Neither NII nor the Company will adopt any shareholder rights plan or take other similar action without including provisions that would preserve the Investor’s rights to acquire equity of NII as contemplated by the Transaction Documents. In no event will NII issue shares in satisfaction of its rights or obligations under Article 9, in an amount that represents more than 19.99% of the number of shares of NII outstanding on the Closing Date (without giving effect to the transactions contemplated hereby) if that issuance in excess thereof requires prior shareholder approval in accordance with applicable Laws, rules or regulations of any Governmental Authority, including any self-regulatory organization or stock exchange applicable to NII. For the avoidance of doubt, registering or qualifying the Company or the Operating Company to do business, including for tax, after the Closing in any consideration owing jurisdiction and compliance with the requirements thereof shall not constitute a breach of this provision, (vi) compromise, concede or settle any Tax liability of the Company or any of its Subsidiaries, (vii) change any Tax annual accounting period or adopt or change any Tax accounting method, or (viii) otherwise take any action in respect of Taxes, in each case that could reasonably be expected to an Article 9 Quotaholder and which cannot be satisfied in NII Shares as described increase Seller’s obligation for Taxes or decrease the amount owed to Seller pursuant to this Agreement (including a decrease in the immediately preceding sentence will be paid in cash (based Purchase Price). For purposes of computing Accrued Income Taxes or Net Working Capital, any item of income or gain recognized on the value of NII Shares calculated as the average Closing Price of NII Shares for the 10 Trading Days ending two market days prior to the relevant closing of the issuance of the NII Shares, and to be paid pursuant to the applicable provisions of Article 9). (c) NII shall use reasonable best efforts to obtain, prior to the first anniversary of the Closing, at an annual or a special meeting called for such purpose, approval for the issuance of NII Shares in satisfaction of its rights or obligations under Article 9 in an amount in excess of 19.99% of the number of NII Shares outstanding immediately prior to the Closing Date in accordance with Section 5635 resulting from any transaction that is outside the Ordinary Course of Business that is effected by Purchaser (or any of its Affiliates) following the Rules of the NASDAQ Stock Market LLC. In that regard, without limiting the generality of the foregoing, NII Closing shall duly convene a meeting of shareholders to consider such approval and use reasonable best efforts to solicit proxies in favor of such approval, and the Board of Directors of NII shall recommend that NII’s shareholders vote in favor of such approvalbe ignored.

Post-Closing Actions. As soon as practicable after the Closing Date the Borrower shall (a) All actions and transactions in no event later than the date twenty Business Days after the Closing that are required Date, take all actions necessary or advisable to perfect to the maximum extent permitted or recognized under applicable law (or attain the functional equivalent of perfection of) the security interest granted to the Lender in Non-Domestic Intellectual Property constituting Collateral, other than specific items of Non-Domestic Intellectual Property reasonably requested by this Agreement will be the Borrower in writing, including a description thereof in reasonable detail (including without limitation identifying information for such item, a description thereof, its location and an estimated Dollar value therefor), which the Lender reasonably consents in writing is not subject to any prior Authorizations, orders, consents, approvals perfection (or waivers necessary, advisable or appropriate under any Laws, rules or regulations the functional equivalent of any Governmental Authority, including any self regulatory organization or stock exchange or required to perfection cannot be made, filed, given or obtained by any Party or any of its shareholders, quotaholders or its Subsidiaries with, to or from any Person. Each attained) of the Parties shall use its reasonable best efforts to obtain security interest therein (and to cooperate with the other Parties to obtain) such Authorizations, orders, consents, approvals or waivers in a timely manner to allow such actions and transactions to occur as promptly as practicable as contemplated hereby. Any time periods contained in this Agreement with respect to any action or transaction after the Closing that is required or permitted by this Agreement will be extended until five Business Days after receipt of the Authorizations, consents, approvals, waivers and other items described in this Section 6.15, provided, however, that if any failure to so perfect during such twenty Business Day period, as may be extended pursuant to this Section 10.36, other than a failure arising from the Borrower or any agent of the Borrower failing to take any such Authorizationnecessary or advisable action, ordershall not during such period constitute an Event of Default hereunder or under any other Loan Document), consentand (b) upon the written request of the Lender, approval establish a deposit account, or waiver reconstitute the Disbursement Account, as a deposit or other account in which the Lender has an ownership interest in addition to the security interest granted pursuant to the Security Documents, or such other account acceptable to the Lender and the Borrower, that is not obtained within in either case obtainable from a reasonable period reputable financial institution of timerecognized standing, then which account shall in any case be subject to the Parties terms and conditions governing withdrawals set forth in Section 10.2, into which the funds in the Disbursement Account shall negotiate be transferred (if such new account is separate from the Disbursement Account), and as to which all interest and other income generated by the funds deposited therein shall be owned exclusively by the Borrower and paid by the Bank into a separate deposit account of the Borrower, and which account shall thereafter be the Disbursement Account for all purposes hereunder and under the other Loan Documents. Upon the perfection (or the functional equivalent of perfection) of the Lender’s security interest in good faith and agree upon an alternative approach items of Non-Domestic Intellectual Property constituting Collateral, the Borrower shall as soon as practicable cause the delivery to achievethe Lender of a legal opinion of its outside counsel with respect to such perfection (or functional equivalent) in form consistent, to the greatest extent possibleapplicable, with other legal opinions delivered by the Borrower’s counsel under this Agreement and the other Transaction Documents and reasonably acceptable to the Lender. Upon written request by Borrower to the Lender for consent to the non-perfection (or functional equivalent) of the security interest in any item of Non-Domestic Intellectual Property, complying with this Section 10.36, the economicLender shall endeavor to deliver a determination with respect to such request within two Business Days after receipt thereof, business and other purposes of provided, that in the event the Lender shall not render such action or transaction without determination within two Business Days, the need for twenty Business Day period during which the Borrower is otherwise obligated pursuant to this Section 10.36 to perfect the security interest in such Authorization, order, consent, approval or waiver. (b) NII item shall keep available and reserved for issuance sufficient authorized shares or non-subscribed capital stock or quotas, respectively, to comply in full with its obligations hereunder. Neither NII nor the Company will adopt any shareholder rights plan or take other similar action without including provisions that would preserve the Investor’s rights to acquire equity of NII as contemplated automatically be extended by the Transaction Documents. In no event will NII issue shares in satisfaction of its rights or obligations under Article 9, in an amount that represents more than 19.99% of the number of shares of NII outstanding on the Closing Date (without giving effect Business Days equal to the transactions contemplated hereby) if that issuance in excess thereof requires prior shareholder approval in accordance with applicable Laws, rules or regulations of any Governmental Authority, including any self-regulatory organization or stock exchange applicable to NII. For the avoidance of doubt, any consideration owing to an Article 9 Quotaholder and which cannot be satisfied in NII Shares as described in the immediately preceding sentence will be paid in cash (based on the value of NII Shares calculated as the average Closing Price of NII Shares for the 10 Trading Days ending two market days prior to the relevant closing of the issuance of the NII Shares, and to be paid pursuant to the applicable provisions of Article 9). (c) NII shall use reasonable best efforts to obtain, prior to the first anniversary of the Closing, at an annual or a special meeting called for such purpose, approval for the issuance of NII Shares in satisfaction of its rights or obligations under Article 9 in an amount in excess of 19.99% of the number of NII Shares outstanding immediately prior to Business Days after such two Business Day period through the Closing Date in accordance with Section 5635 of date the Rules of the NASDAQ Stock Market LLC. In that regard, without limiting the generality of the foregoing, NII shall duly convene a meeting of shareholders to consider Lender renders such approval and use reasonable best efforts to solicit proxies in favor of such approval, and the Board of Directors of NII shall recommend that NII’s shareholders vote in favor of such approvaldetermination.

Post-Closing Actions. (a) All actions and transactions after Subsequent to the Closing that are required Date, Transferor shall, from time to time, execute and deliver, upon the request of Acquiror, all such other and further materials and documents and instruments of conveyance, transfer or permitted assignment as may reasonably be requested by Acquiror to effect, record or verify the transfer to, and vesting in Acquiror, of Transferor's right, title and interest in and to the Acquired Assets, free and clear of all Liens, in accordance with the terms of this Agreement will be subject Agreement. (b) Following the Closing, Transferor will, consistent with Transferor's Plan of Reorganization attached hereto as Schedule 6.8(b), apply the cash portion of the Acquisition Consideration received under this Agreement, other than amounts held in escrow, to any prior Authorizations, orders, consents, approvals or waivers necessary, advisable or appropriate under any Laws, rules or regulations the payment of any Governmental Authority, including any self regulatory organization or stock exchange or required to be made, filed, given or obtained by any Party or any all of its shareholdersexisting liabilities and future liabilities promptly as they come due. (c) Following the Closing, quotaholders or its Subsidiaries withTransferor, to or from consistent with Transferor's Plan of Reorganization, shall not distribute any Person. Each shares of the Parties shall use Common Stock to its reasonable best efforts to obtain (and to cooperate with shareholders until the other Parties to obtain) such Authorizations, orders, consents, approvals earlier of the consummation of Acquiror's initial public offering or waivers in a timely manner to allow such actions and transactions to occur as promptly as practicable as contemplated hereby. Any time periods contained in this Agreement with respect to any action or transaction after the date two years following the Closing that is required or permitted by this Agreement will be extended until five Business Days after receipt of the Authorizations, consents, approvals, waivers and other items described in this Section 6.15, Date; provided, however, that Transferor may transfer such shares to a Liquidating Trust (the "Liquidating Trust"), each in compliance with federal and state securities laws; and provided further, that if any such Authorization, order, consent, approval or waiver is not obtained within a in the reasonable period opinion of time, then the Parties shall negotiate in good faith and agree upon an alternative approach to achieve, to the greatest extent possibleAcquiror, the economic, business and other purposes Fairness Approval (as defined in Section 8.7) issued by the Commissioner of the California Department of Corporations in connection with the Fairness Hearing provides an adequate exemption from registration of such action or transaction without shares under federal and state securities laws, Transferor may distribute such shares to its shareholders on the need for day immediately preceding the last date on which such Authorization, order, consent, approval or waiver. (b) NII shall keep available and reserved for issuance sufficient authorized shares or non-subscribed capital stock or quotas, respectively, to comply in full with its obligations hereunder. Neither NII nor distribution would be exempt from registration under the Company will adopt any shareholder rights plan or take other similar action without including provisions that would preserve Securities Act on the Investor’s rights to acquire equity basis of NII as contemplated the Fairness Approval issued by the Transaction DocumentsCommissioner. In no the event will NII issue shares in satisfaction of its rights or obligations under Article 9, in the Fairness Approval does not provide a basis for an amount that represents more than 19.99% exemption from registration of the number distribution of such shares under federal and state securities laws, upon such distribution from the Liquidating Trust, Acquiror shall register, at Acquiror's expense, the distribution of such shares pursuant to a registration statement under the Act and under applicable state securities laws. In addition, Transferor hereby agrees that its founders, officers, directors or shareholders owning a percentage of shares of NII outstanding the Acquiror specified by the managing underwriter, will not, without the prior written consent of the managing underwriter, during the period commencing on the Closing Date date of the final prospectus relating to Acquiror's initial public offering and ending on the date specified by Acquiror and the managing underwriter (without giving effect provided that such period shall not exceed the lesser of (A) the lock-up period applicable to Acquiror's directors, officers and affiliates and (B) one hundred eighty (l80) days) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or (d) Transferor hereby agrees that (i) Transferor's shareholders' beneficial interests in the Liquidating Trust will not be represented by certificates and will not be transferable, except by death, intestate succession or operation of law, (ii) the beneficial interests in the Liquidating Trust will be non-voting and Transferor's shareholders will have no voting rights with respect to the transactions contemplated herebyAcquiror Common Stock held in such Liquidating Trust, (iii) if that issuance the Liquidating Trust will not engage in excess thereof requires prior shareholder approval in accordance with applicable Laws, rules any trade or regulations business and the sole purpose of any Governmental Authority, including any self-regulatory organization or stock exchange applicable to NII. For the avoidance of doubt, any consideration owing to an Article 9 Quotaholder and which cannot be satisfied in NII Shares as described in the immediately preceding sentence Liquidating Trust will be paid in cash to liquidate and distribute Transferor's assets transferred to such Liquidating Trust, and (based on the value of NII Shares calculated as the average Closing Price of NII Shares for the 10 Trading Days ending two market days prior iv) Transferor will provide to the relevant closing of the issuance of the NII SharesLiquidating Trust periodic reports, and to be paid pursuant for distribution to the applicable provisions of Article 9). (c) NII shall use reasonable best efforts to obtain, prior to the first anniversary of the Closing, at an annual or a special meeting called for such purpose, approval for the issuance of NII Shares in satisfaction of its rights or obligations under Article 9 in an amount in excess of 19.99% of the number of NII Shares outstanding immediately prior to the Closing Date in accordance with Section 5635 of the Rules of the NASDAQ Stock Market LLC. In that regard, without limiting the generality of the foregoing, NII shall duly convene a meeting of shareholders to consider such approval and use reasonable best efforts to solicit proxies in favor beneficiaries of such approval, and the Board of Directors of NII shall recommend that NII’s shareholders vote in favor of such approvalLiquidating Trust.

Post-Closing Actions. (a) All actions and transactions after Notwithstanding anything to the Closing that are required or permitted by this Agreement will be subject to any prior Authorizations, orders, consents, approvals or waivers necessary, advisable or appropriate under any Laws, rules or regulations of any Governmental Authority, including any self regulatory organization or stock exchange or required to be made, filed, given or obtained by any Party or any of its shareholders, quotaholders or its Subsidiaries with, to or from any Person. Each of the Parties shall use its reasonable best efforts to obtain (and to cooperate with the other Parties to obtain) such Authorizations, orders, consents, approvals or waivers in a timely manner to allow such actions and transactions to occur as promptly as practicable as contemplated hereby. Any time periods contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that: (a) ▇▇▇▇▇▇▇▇ as a Credit Party. ▇▇▇▇▇▇▇▇ shall not execute or deliver, or become a party to, this Agreement or any other Credit Document on the Effective Date or the Initial Borrowing Date. ▇▇▇▇▇▇▇▇ shall, however, be required to become a party to this Agreement, by executing and delivering to the Administrative Agent an agreement in the form of Exhibit O hereto (the "▇▇▇▇▇▇▇▇ Assumption Agreement") within fifteen days after the Initial Borrowing Date. At such time, ▇▇▇▇▇▇▇▇ shall also deliver Sterling Revolving Notes to the Administrative Agent for the account of each Bank with a Revolving Loan Commitment, otherwise satisfying the requirements of Section 1.05, and all other relevant documentation of the type described in Section 5 as ▇▇▇▇▇▇▇▇ would have had to deliver if it was a Credit Party on the Initial Borrowing Date. At such time, ▇▇▇▇▇▇▇▇ shall also be required to furnish to the Administrative Agent satisfactory legal opinions from Freshfields, special U.K. counsel to the Credit Parties, with respect to any action the actions taken pursuant to this clause (a), which opinion shall cover the matters which would have been covered had the actions required to be taken pursuant to this clause (a) been taken on or transaction after prior to the Closing that is Initial Borrowing Date, and shall be required or permitted by to be in form and substance satisfactory to the Administrative Agent. Until such time as all actions required to be taken pursuant to this Agreement will be extended until five Business Days after receipt clause (a) have been taken to the satisfaction of the AuthorizationsAdministrative Agent, consentsit is understood and agreed that, approvals, waivers and other items described notwithstanding anything to the contrary contained elsewhere in this Section 6.15Agreement, provided▇▇▇▇▇▇▇▇ shall not be permitted to borrow any Revolving Loans hereunder, however, and shall not be permitted to have any Letters of Credit issued for its account. It is further understood and agreed that if any until such Authorization, order, consent, approval or waiver is not obtained within a reasonable period of time, then the Parties shall negotiate time as all actions required to be taken pursuant to following clause (b) have been satisfied in good faith and agree upon an alternative approach to achieve, to the greatest extent possiblefull, the economic, business sum of (x) the aggregate principal amount of all outstanding Sterling Revolving Loans and other purposes (y) ▇▇▇▇▇▇▇▇ Letter of such action or transaction without the need for such Authorization, order, consent, approval or waiverCredit Outstandings shall not exceed (pounds)7,500,000 at any time. (b) NII shall keep available and reserved for issuance sufficient authorized shares or non-subscribed capital stock or quotas, respectively, to comply in full with its obligations hereunder. Neither NII nor the Company will adopt any shareholder rights plan or take other similar action without including provisions that would preserve the Investor’s rights to acquire equity of NII as contemplated by the Transaction Documents. In no event will NII issue shares in satisfaction of its rights or obligations under Article 9, in an amount that represents more than 19.99% of the number of shares of NII outstanding on the Closing Date (without giving effect to the transactions contemplated hereby) if that issuance in excess thereof requires prior shareholder approval in accordance with applicable Laws, rules or regulations of any Governmental Authority, including any self-regulatory organization or stock exchange applicable to NII. For the avoidance of doubt, any consideration owing to an Article 9 Quotaholder and which cannot be satisfied in NII Shares as described in the immediately preceding sentence will be paid in cash (based on the value of NII Shares calculated as the average Closing Price of NII Shares for the 10 Trading Days ending two market days prior to the relevant closing of the issuance of the NII Shares, and to be paid pursuant to the applicable provisions of Article 9). (c) NII shall use reasonable best efforts to obtain, prior to the first anniversary of the Closing, at an annual or a special meeting called for such purpose, approval for the issuance of NII Shares in satisfaction of its rights or obligations under Article 9 in an amount in excess of 19.99% of the number of NII Shares outstanding immediately prior to the Closing Date in accordance with Section 5635 of the Rules of the NASDAQ Stock Market LLC. In that regard, without limiting the generality of the foregoing, NII shall duly convene a meeting of shareholders to consider such approval and use reasonable best efforts to solicit proxies in favor of such approval, and the Board of Directors of NII shall recommend that NII’s shareholders vote in favor of such approval.U.K.

Post-Closing Actions. (ai) All actions and transactions after the Closing that are required or permitted by Notwithstanding any provision of this Agreement will to the contrary, Acquiror shall be subject entitled to control and take any prior Authorizationsactions it deems appropriate with respect to amending any previously filed Tax Returns for a Pre-Closing Tax Period, ordersfiling Tax Returns for a Pre-Closing Tax Period in a jurisdiction where the Company has not historically filed Tax Returns, consents, approvals and initiating discussions or waivers necessary, advisable or appropriate under any Laws, rules or regulations of examinations with any Governmental Authority, including any self regulatory organization or stock exchange or required to be made, filed, given or obtained by any Party or any of its shareholders, quotaholders or its Subsidiaries with, to or from any Person. Each of the Parties shall use its reasonable best efforts to obtain (and to cooperate with the other Parties to obtain) such Authorizations, orders, consents, approvals or waivers in a timely manner to allow such actions and transactions to occur as promptly as practicable as contemplated hereby. Any time periods contained in this Agreement Entity regarding Taxes with respect to any action Pre-Closing Tax Period; provided that, Acquiror shall (A) allow the Company Holders’ Agent to participate in any such proceeding and (B) not settle or transaction after compromise of any such proceeding without the Closing that is required or permitted by this Agreement will be extended until five Business Days after receipt prior consent of the Authorizations, consents, approvals, waivers and other items described in this Section 6.15, provided, however, that if any Company Holders’ Agent (such Authorization, order, consent, approval or waiver is consent not obtained within a reasonable period of time, then the Parties shall negotiate in good faith and agree upon an alternative approach to achieve, to the greatest extent possible, the economic, business and other purposes of such action or transaction without the need for such Authorization, order, consent, approval or waiver. (b) NII shall keep available and reserved for issuance sufficient authorized shares or non-subscribed capital stock or quotas, respectively, to comply in full with its obligations hereunder. Neither NII nor the Company will adopt any shareholder rights plan or take other similar action without including provisions that would preserve the Investor’s rights to acquire equity of NII as contemplated by the Transaction Documents. In no event will NII issue shares in satisfaction of its rights or obligations under Article 9, in an amount that represents more than 19.99% of the number of shares of NII outstanding on the Closing Date (without giving effect to the transactions contemplated hereby) if that issuance in excess thereof requires prior shareholder approval in accordance with applicable Laws, rules or regulations of any Governmental Authority, including any self-regulatory organization or stock exchange applicable to NII. For the avoidance of doubt, any consideration owing to an Article 9 Quotaholder and which cannot be satisfied in NII Shares as described in the immediately preceding sentence will be paid in cash (based on the value of NII Shares calculated as the average Closing Price of NII Shares for the 10 Trading Days ending two market days prior to the relevant closing of the issuance of the NII Shares, and to be paid pursuant to the applicable provisions of Article 9unreasonably withheld, conditioned, or delayed). (cii) NII shall use reasonable best efforts to obtain, prior to the first anniversary of the Closing, at an annual or a special meeting called for such purpose, approval for the issuance of NII Shares in satisfaction Neither Acquiror nor any of its rights Affiliates shall or obligations under Article 9 in an amount in excess of 19.99% of shall cause the number of NII Shares outstanding immediately prior Company to (x) make or change any Tax elections that are effective for a Pre-Closing Tax Period or (y) change any accounting method or adopt any convention that shifts taxable income from a period beginning (or deemed to begin) after the Closing Date to a taxable period (or portion thereof) ending on or before the Closing Date or shifts deductions or losses from a Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date) to a period beginning (or deemed to begin) after the Closing Date, in accordance with Section 5635 the case of each of clauses (x) and (y), without the prior written consent of the Rules Company Holders’ Agent (such consent not to be unreasonably withheld, conditioned or delayed). In addition, Acquiror and its Affiliates shall not make and shall not cause the Company to make an election pursuant to Sections 338 or 336(e) of the NASDAQ Stock Market LLC. In that regard, without limiting Code with respect to the generality of the foregoing, NII shall duly convene a meeting of shareholders to consider such approval and use reasonable best efforts to solicit proxies in favor of such approval, and the Board of Directors of NII shall recommend that NII’s shareholders vote in favor of such approvalMerger.

Post-Closing Actions. (a) All actions and transactions after Notwithstanding anything to the Closing that are required or permitted by this Agreement will be subject to any prior Authorizations, orders, consents, approvals or waivers necessary, advisable or appropriate under any Laws, rules or regulations of any Governmental Authority, including any self regulatory organization or stock exchange or required to be made, filed, given or obtained by any Party or any of its shareholders, quotaholders or its Subsidiaries with, to or from any Person. Each of the Parties shall use its reasonable best efforts to obtain (and to cooperate with the other Parties to obtain) such Authorizations, orders, consents, approvals or waivers in a timely manner to allow such actions and transactions to occur as promptly as practicable as contemplated hereby. Any time periods contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that: (a) Aleris and its Subsidiaries were not required to have filed (or cause to have filed) on or prior to the Restatement Effective Date amendments to financing statements (Form UCC-1) or any amendments to filings with respect the United States Patent and Trademark Office or the United States Copyright Office necessary to any action perfect the security interest purported to be created by the U.S. Security Agreement or transaction the U.S. Pledge Agreement, as applicable. Not later than the 10th day after the Closing that is required Restatement Effective Date, Aleris and its Subsidiaries shall have filed (or permitted by this Agreement will be extended until five Business Days after receipt of the Authorizations, consents, approvals, waivers and other items described in this Section 6.15, provided, however, that if any such Authorization, order, consent, approval or waiver is not obtained within a reasonable period of time, then the Parties shall negotiate in good faith and agree upon an alternative approach cause to achieve, to the greatest extent possible, the economic, business and other purposes have filed) all of such action amendments to financing statements (Form UCC-1) and any amendments to filings with the United States Patent and Trademark Office or transaction without the need for such Authorization, order, consent, approval or waiverUnited States Copyright Office necessary to perfect the security interest purported to be created by the Security Documents. (b) NII Aleris and its Subsidiaries shall keep available be required to take the actions (if any) specified in Schedule XI as promptly as practicable, and reserved for issuance sufficient authorized shares or non-subscribed capital stock or quotas, respectively, in any event within the time periods set forth in Schedule XI. The provisions of Schedule XI shall be deemed incorporated by reference herein as fully as if set forth herein in its entirety. All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to comply in full with its obligations hereunder. Neither NII nor the Company will adopt any shareholder rights plan or take other similar action without including provisions that would preserve extent necessary to effect the Investor’s rights foregoing (and to acquire equity of NII as contemplated by permit the Transaction Documents. In no event will NII issue shares in satisfaction of its rights or obligations under Article 9, in an amount that represents more than 19.99% taking of the number of shares of NII outstanding actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents), provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date Restatement Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (without giving effect or was required to the transactions contemplated herebybe taken) if that issuance in excess thereof requires prior shareholder approval in accordance with applicable Laws, rules or regulations the foregoing provisions of any Governmental Authority, including any self-regulatory organization or stock exchange applicable to NII. For the avoidance of doubt, any consideration owing to an Article 9 Quotaholder this Section 11.20 and which cannot be satisfied in NII Shares as described in the immediately preceding sentence will be paid in cash (based on the value of NII Shares calculated as the average Closing Price of NII Shares for the 10 Trading Days ending two market days prior y) all representations and warranties relating to the relevant closing Security Documents shall be required to be true immediately after the actions required to be taken by this Section 11.20 have been taken (or were required to be taken). The acceptance of the issuance benefits of each Credit Event shall constitute a representation, warranty and covenant by Aleris to each of the NII Shares, and to be paid Lenders that the actions required pursuant to this Section 11.20 will be, or have been, taken within the applicable provisions of Article 9). (c) NII shall use reasonable best efforts relevant time periods referred to obtain, prior to the first anniversary of the Closingin this Section 11.20 and that, at an annual or a special meeting called for such purposetime, approval for all representations and warranties contained in this Agreement and the issuance of NII Shares in satisfaction of its rights or obligations under Article 9 in an amount in excess of 19.99% of the number of NII Shares outstanding immediately prior other Credit Documents shall then be true and correct without any modification pursuant to the Closing Date in accordance with this Section 5635 of the Rules of the NASDAQ Stock Market LLC. In that regard, without limiting the generality of the foregoing, NII shall duly convene a meeting of shareholders to consider such approval and use reasonable best efforts to solicit proxies in favor of such approval11.20, and the Board parties hereto acknowledge and agree that the failure to take any of Directors the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of NII shall recommend that NII’s shareholders vote in favor of such approvalDefault pursuant to this Agreement.