Actions in Connection with Distribution. (1) SG DevCo shall file such amendments and supplements to the Registration Statement as SG Holdings may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Registration Statement and Information Statement as may be required by the SEC or federal, state or foreign securities Laws. SG Holdings shall mail to the holders of SG Holdings Common Stock, at such time on or prior to the Distribution Date as SG Holdings shall determine, the Information Statement included in the Registration Statement, as well as any other information concerning SG DevCo, the SG DevCo Business, operations and management, the Separation and such other matters as SG Holdings shall reasonably determine are necessary and as may be required by Law. (2) SG DevCo shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereof required to effect the establishment of, or amendments to, any employee benefit and other plans or as otherwise necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements, including any transactions related to financings or other credit facilities. Promptly after receiving a request from SG Holdings, SG DevCo shall prepare and, in accordance with applicable Law, file with the SEC any such documentation that SG Holdings determines is necessary or desirable to effectuate the Distribution, and SG Holdings and SG DevCo shall each use commercially reasonable efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (3) Promptly after receiving a request from SG Holdings, to the extent not already approved and effective, SG DevCo shall prepare and file, and shall use commercially reasonable efforts to have approved and made effective, an application for the original listing on the Nasdaq of the SG DevCo Common Stock to be distributed in the Distribution, subject to official notice of distribution. (4) Nothing in this Section 4.3 shall be deemed, by itself, to create a Liability of SG Holdings for any portion of the Registration Statement.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Safe & Green Development Corp), Separation and Distribution Agreement (Safe & Green Holdings Corp.), Separation and Distribution Agreement (Safe & Green Development Corp)
Actions in Connection with Distribution. (1a) SG DevCo Arcosa shall file such amendments and supplements to the Registration Statement as SG Holdings Trinity may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Registration Statement and Information Statement as may be required by the SEC or federal, state or foreign securities Laws. SG Holdings Trinity shall mail to the holders of SG Holdings Trinity Common Stock, at such time on or prior to the Distribution Date as SG Holdings Trinity shall determine, the Information Statement included in the Registration Statement, as well as any other information concerning SG DevCoArcosa, the SG DevCo Arcosa Business, operations and management, the Separation and such other matters as SG Holdings Trinity shall reasonably determine are necessary and as may be required by Law.
(2b) SG DevCo Arcosa shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereof required to effect the establishment of, or amendments to, any employee benefit and other plans or as otherwise necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements, including any transactions related to financings or other credit facilities. Promptly after receiving a request from SG HoldingsTrinity, SG DevCo Arcosa shall prepare and, in accordance with applicable Law, file with the SEC any such documentation that SG Holdings Trinity determines is necessary or desirable to effectuate the Distribution, and SG Holdings Trinity and SG DevCo Arcosa shall each use commercially reasonable efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable.
(3c) Promptly after receiving a request from SG HoldingsTrinity, to the extent not already approved and effective, SG DevCo Arcosa shall prepare and file, and shall use commercially reasonable efforts to have approved and made effective, an application for the original listing on the Nasdaq NYSE of the SG DevCo Arcosa Common Stock to be distributed in the Distribution, subject to official notice of distribution.
(4d) Nothing in this Section 4.3 shall be deemed, by itself, to create a Liability of SG Holdings Trinity for any portion of the Registration Statement.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Trinity Industries Inc), Separation and Distribution Agreement (Arcosa, Inc.), Separation and Distribution Agreement (Arcosa, Inc.)
Actions in Connection with Distribution. (1) SG DevCo SUNS shall file such amendments and supplements to the Registration Statement as SG Holdings AFC Gamma may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Registration Statement and Information Statement as may be required by the SEC or federal, state or foreign securities Laws. SG Holdings AFC Gamma shall mail to the holders of SG Holdings AFC Gamma Common Stock, at such time on or prior to the Distribution Date as SG Holdings AFC Gamma shall determine, the Information Statement included in the Registration Statement, as well as any other information concerning SG DevCoSUNS, the SG DevCo SUNS Business, operations and management, the Separation and such other matters as SG Holdings AFC Gamma shall reasonably determine are necessary and as may be required by Law.
(2) SG DevCo SUNS shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereof required to effect the establishment of, or amendments to, any employee benefit and other plans or as otherwise necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements, including any transactions related to financings or other credit facilities. Promptly after receiving a request from SG HoldingsAFC Gamma, SG DevCo SUNS shall prepare and, in accordance with applicable Law, file with the SEC any such documentation that SG Holdings AFC Gamma determines is necessary or desirable to effectuate the Distribution, and SG Holdings AFC Gamma and SG DevCo SUNS shall each use commercially reasonable efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable.
(3) Promptly after receiving a request from SG HoldingsAFC Gamma, to the extent not already approved and effective, SG DevCo SUNS shall prepare and file, and shall use commercially reasonable efforts to have approved and made effective, an application for the original listing on the Nasdaq of the SG DevCo SUNS Common Stock to be distributed in the Distribution, subject to official notice of distribution.
(4) Nothing in this Section 4.3 shall be deemed, by itself, to create a Liability of SG Holdings AFC Gamma for any portion of the Registration Statement.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Sunrise Realty Trust, Inc.), Separation and Distribution Agreement (Sunrise Realty Trust, Inc.)
Actions in Connection with Distribution. (1) SG DevCo Cryptyde shall file such amendments and supplements to the Registration Statement as SG Holdings Vinco may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Registration Statement and Information Statement as may be required by the SEC or federal, state or foreign securities Laws. SG Holdings Vinco shall mail to the holders of SG Holdings Vinco Common Stock, at such time on or prior to the Distribution Date as SG Holdings Vinco shall determine, the Information Statement included in the Registration Statement, as well as any other information concerning SG DevCoCryptyde, the SG DevCo Cryptyde Business, operations and management, the Separation and such other matters as SG Holdings Vinco shall reasonably determine are necessary and as may be required by Law.
(2) SG DevCo Cryptyde shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereof required to effect the establishment of, or amendments to, any employee benefit and other plans or as otherwise necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements, including any transactions related to financings or other credit facilities. Promptly after receiving a request from SG HoldingsVinco, SG DevCo Cryptyde shall prepare and, in accordance with applicable Law, file with the SEC any such documentation that SG Holdings Vinco determines is necessary or desirable to effectuate the Distribution, and SG Holdings Vinco and SG DevCo Cryptyde shall each use commercially reasonable efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable.
(3) Promptly after receiving a request from SG HoldingsVinco, to the extent not already approved and effective, SG DevCo Cryptyde shall prepare and file, and shall use commercially reasonable efforts to have approved and made effective, an application for the original listing on the Nasdaq of the SG DevCo Cryptyde Common Stock to be distributed in the Distribution, subject to official notice of distribution.
(4) Nothing in this Section 4.3 shall be deemed, by itself, to create a Liability of SG Holdings Vinco for any portion of the Registration Statement.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Cryptyde, Inc.)