Common use of The Pre Closing Reorganization Clause in Contracts

The Pre Closing Reorganization. On the Closing Date, prior to the Effective Time, the Company shall cause the following transactions to occur in the order set forth in this clause (b): (i) a forward stock split of the Company Common Shares such that, after giving effect thereto, Parent holds a number of Company Common Shares equal to the number of Pathfinder Shares constituting the Transaction Share Consideration (which, Company Common Shares, for the avoidance of doubt, are as of the date hereof and will constitute all of the issued and outstanding Equity Securities of the Company as of such time, except for any Unvested Company Equity Awards issued or granted under the Company Rollover Plan and either permitted by or issued or granted in accordance with Section 4.1(b)(viii)); (ii) Parent shall be terminated, dissolved and liquidated in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company, Parent and Parent GP, any applicable agreements with any Parent Equityholders to which any Group Company, Parent or Parent GP is a party or bound (including any shareholders or similar agreements) and applicable Laws, and in connection with such termination, dissolution and liquidation the Company Common Shares held by Parent immediately following the consummation of the stock split described in clause (i) (which number of Company Common Shares then held by Parent shall, for the avoidance of doubt, be equal to the number of Pathfinder Shares constituting the Transaction Share Consideration) shall be distributed to the Vested Parent Equityholders in accordance with the Allocation Schedule and the other applicable requirements of Section 1.3 and, as applicable, Section 1.4; (iii) each Unvested Parent Equity Award shall be converted into or cancelled and exchanged for, as applicable, Unvested Company Equity Awards in accordance with Section 1.4; and (iv) the Parent Equityholders will have no further rights (contingent or otherwise) in respect of the Equity Securities, ownership or control of Parent, the Company, Pathfinder or any of their respective Subsidiaries, except in respect of the Company Common Shares so distributed to such Parent Equityholder in accordance with the terms hereof or as otherwise provided for herein (including, for the avoidance of doubt and as applicable, the right to receive Pathfinder Shares equal to such Person’s portion of the Transaction Share Consideration as a result of the Merger in respect of such Company Common Shares held as of immediately prior to the Effective Time), under any applicable Ancillary Document or under applicable Law (the transactions described in the foregoing clauses (i) through (iv), collectively, the “Pre-Closing Reorganization”).

The Pre Closing Reorganization. On the Closing Date, prior to the First Merger Effective Time, the Company shall cause the following transactions to occur in the order set forth in this clause (b): (i) a forward stock split of the Company Common Shares such that, after giving effect thereto, Parent holds a number of Company Common Shares equal to the number of Pathfinder Shares constituting the Transaction Share Consideration (which, Company Common Shares, for the avoidance of doubt, are as of the date hereof and will constitute all of the issued and outstanding Equity Securities of the Company as of such time, except for any Unvested Company Equity Awards issued or granted under the Company Rollover Plan Post-Closing Incentive Equity Plans and either permitted by or issued or granted in accordance with Section 4.1(b)(viii4.1(b)(vii)); (ii) Parent shall be terminated, dissolved and liquidated in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company, Parent and Parent GP, any applicable agreements with any Parent Equityholders to which GP or any Group Company, the shareholders agreements applying to Parent or Parent GP is a party or bound (including any shareholders or similar agreementsif any) and applicable Laws, Laws and in connection with such termination, dissolution and liquidation the Company Common Shares held by Parent immediately following the consummation of the stock split described in clause (i) (which number of Company Common Shares then held by Parent shall, for the avoidance of doubt, be equal to the number of Pathfinder Shares constituting the Transaction Share Consideration) shall be distributed to the Vested Parent Equityholders in accordance with the Allocation Schedule and the other applicable requirements of Section 1.3 1.4 and, as applicable, Section 1.41.5; (iii) each Unvested Parent Equity Award shall be converted into or cancelled and exchanged for, as applicable, Unvested Company Equity Awards in accordance with Section 1.41.5; and (iv) the Parent Equityholders will have no further rights (contingent or otherwise) in respect of the Equity Securities, ownership or control of Parent, the Company, Pathfinder Company or any of their respective Subsidiaries, except in respect of the Company Common Shares so distributed to such Parent Equityholder in accordance with the terms hereof or as otherwise provided for herein (including, for the avoidance of doubt and as applicable, the right to receive Pathfinder Shares equal to such Person’s portion of the Transaction Share Consideration as a result of the Merger in respect of such Company Common Shares held as of immediately prior to the Effective Time)herein, under any applicable Ancillary Document or under applicable Law (the transactions described in the foregoing clauses (i) through (iv), collectively, the “Pre-Closing Reorganization”).