Common use of Related Agreements and Instruments Clause in Contracts

Related Agreements and Instruments. (a) Buyer and Seller each agree to execute and deliver the Registration Rights Agreement on or prior to the Closing Date. (b) Seller and Buyer each agree to execute and deliver the Standstill Agreement on or prior to the Closing Date. (c) Seller agrees to present evidence satisfactory to Buyer, prior to the Closing Date, of the full amount of all indebtedness of CNI to Seller and Seller's affiliates as of the Closing. Buyer agrees either: (i) to execute and deliver to Seller a promissory note for the full amount of all indebtedness of CNI to Seller and Seller's affiliates as of the Closing (but in no event in an amount greater than $17 million) substantially in the form attached hereto as Exhibit E in full satisfaction of all indebtedness of CNI to Seller and Seller's affiliates as of the Closing (the "Buyer's Note") or (ii) to issue and deliver to Seller at the Closing, in full satisfaction of all indebtedness of CNI to Seller and Seller's affiliates as of the Closing, the number of shares of SoftKey Common Stock obtained by dividing the full amount of all indebtedness of CNI to Seller and Seller's affiliates as of the Closing (but in no event in an amount greater than $17 million) by the volume-weighted average of the closing prices for SoftKey Common Stock as quoted over the Nasdaq National Market for the 10 full trading days ending on the second full trading day prior to the Closing. All indebtedness of CLC to Seller and Seller's affiliates will be cancelled immediately prior to the Closing.

Related Agreements and Instruments. (a) Buyer and Seller each agree to execute and deliver the Registration Rights Agreement on or prior to the Closing Date. (b) Seller and Buyer each agree to execute and deliver the Standstill Agreement on or prior to the Closing Date. (c) Seller agrees to present evidence satisfactory satisfacto- ry to Buyer, prior to the Closing Date, of the full amount of all indebtedness of CNI to Seller and Seller's affiliates as of the Closing. Buyer agrees either: (i) to execute and deliver to Seller a promissory note for the full amount of all indebtedness of CNI to Seller and Seller's affiliates as of the Closing (but in no event in an amount greater than $17 million) substantially in the form attached hereto as Exhibit E in full satisfaction of all indebtedness of CNI to Seller and Seller's affiliates as of the Closing (the "Buyer's Note") or (ii) to issue and deliver to Seller at the Closing, in full satisfaction of all indebtedness of CNI to Seller and Seller's affiliates as of the Closing, the number of shares of SoftKey Common Stock obtained by dividing the full amount of all indebtedness of CNI to Seller and Seller's affiliates as of the Closing (but in no event in an amount greater than $17 million) by the volume-weighted average of the closing prices for SoftKey Common Stock as quoted over the Nasdaq National Market for the 10 full trading days ending on the second full trading day prior to the Closing. All indebtedness of CLC to Seller and Seller's affiliates will be cancelled immediately prior to the Closing.