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(h) Notwithstanding anything herein to the contrary, on or before the Closing, Company may in its sole discretion terminate any Company Pension Plan provided that the termination is not reasonably expected to have a Material Adverse Effect on Company.

(i) With respect to any “M&A qualified beneficiary” within the meaning of Treas. Reg. § 4980B-9 Q&A 4, continuation coverage under COBRA shall be furnished under a Buyer group health plan. In the event of any corporate reorganization of Buyer prior to Buyer’s fulfillment of its obligations under COBRA to any M&A qualified beneficiaries hereunder, Buyer shall require, as a condition of any such transaction, that the transferee(s) of any stock or assets assume and fulfill the remaining COBRA obligations to M&A qualified beneficiaries.

(j) Buyer shall not, at any time prior to one hundred eighty (180) days after the Closing Date, effectuate a “mass layoff” or “plant closing” as those terms are defined under the WARN Act, or any similar state Law, and the rules and regulations promulgated thereunder, affecting in whole or in part any facility, site of employment, operating unit or employee of Company and any Company Subsidiary without complying fully with the requirements of the WARN Act or such applicable state Law.

Section 5.11 Transitional Facilities . Seller shall use its commercially reasonable efforts to cause Cequel III, LLC to provide Buyer and Company sufficient space and facilities at Company’s current corporate headquarters located in St. Louis, Missouri for twenty (20) employees for a period of three (3) months from the Closing Date, at no cost to Company or Buyer.

Section 5.12 Automatic Shelf Registration Statement . As soon as reasonably practicable following the date hereof, an “automatic shelf registration statement” as defined under Rule 405 under the Securities Act on Form S-3 registering the sale of Parent Common Stock, among other securities, will have been filed by Parent with the SEC which shall, among other things, permit the resale of the Stock Consideration by Seller (and any transferees or distributees of Stock Consideration pursuant to Section 2.5(c)). As of the Closing, such registration statement, and any post-effective amendment thereto, if any, shall have become effective on filing and no stop order suspending the effectiveness of such registration statement or any part thereof will have been issued and no proceeding for that purpose or under Section 8A of the Securities Act will have been initiated or threatened by the SEC, and no notice of objection of the SEC to the use of such registration statement or any post- effective amendment thereto pursuant to Rule 401(g)(2) under the Act will have been received by the Parent. The registration statement, any post-effective amendment thereto, the base prospectus and any prospectus supplement relating to the Stock Consideration filed with the Commission pursuant to Rule 424(b) under the Securities Act (including but not limited to, the Prospectus Supplement), each as amended at the time such part of the registration statement becomes effective, together with the exhibits thereto and the documents incorporated by reference therein, are hereinafter collectively referred to as the “ Registration Statement .” Upon filing, the Registration Statement conformed and, will conform, in all material respects to the requirements of the Securities Act and the rules and regulations thereunder, except during any suspension permitted by Section 5.13. The Registration Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the prospectus contained therein (which shall, if applicable, include the base


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