Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Versum shall file such amendments and supplements to the Versum Registration Statement as Air Products may 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 Versum Registration Statement as may be required by the Commission or federal, state or foreign securities Laws. Air Products shall, or at Air Products’ election, Versum shall, mail (or deliver by electronic means where not prohibited by Law) to the holders of Air Products Common Stock, at such time on or prior to the Distribution Date as Air Products shall determine, the Information Statement included in the Versum Registration Statement (or a Notice of Internet Availability, if applicable), as well as any other information concerning Versum, its business, operations and management, the transaction contemplated herein and such other matters as Air Products shall determine are necessary and as may be required by applicable Law. Promptly after receiving a request from Air Products, Versum shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Air Products determines is necessary or desirable to effectuate the Distribution, and Air Products and Versum shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.
(b) Versum shall use commercially reasonable efforts in preparing, filing with the Commission and causing to become effective, as soon as reasonably practicable (but in any case prior to the Separation Time), an effective registration statement or amendments thereof which are required in connection with the establishment of, or amendments to, any employee benefit plans of Versum.
(c) To the extent not already approved and effective, Versum shall use commercially reasonable efforts to have approved and made effective, the application for the original listing on the NYSE of the Versum Common Stock to be distributed in the Distribution, subject to official notice of distribution.
(d) To the extent not already completed, Versum shall use commercially reasonable efforts to take all necessary actions to effect the issuance of the Versum Securities, and take all other actions to effectuate the transactions contemplated by the Versum Financing Arrangements, pursuant to the terms and conditions of the agre...
Actions in Connection with the Distribution. (a) Each of LSC and Donnelley Financial shall file such amendments and supplements to their respective Forms 10 as may be necessary or advisable in order to cause the same to become and remain effective as required by the SEC or federal, state or other applicable securities Laws. Each of LSC and Donnelley Financial shall mail to the holders of RRD Common Stock as of the applicable Record Date, on or prior to the applicable Distribution Date, the Information Statement included in its Form 10, as well as any other information concerning LSC or Donnelley Financial, as applicable, their business, operations and management, the Plan of Reorganization and such other matters as may be necessary or advisable or as may be required by Law.
(b) Each of LSC, Donnelley Financial and RRD shall cooperate in preparing, filing with the SEC or similar (US or international) authority and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the Plan of Reorganization or other transactions contemplated by this Agreement and the Ancillary Agreements. Each of LSC and Donnelley Financial shall prepare and, in accordance with applicable Law, file with the SEC or similar authority any such documentation that is necessary or desirable to effectuate the applicable Distribution, and RRD, LSC and Donnelley Financial shall each use reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable.
(c) Each of LSC and Donnelley Financial shall prepare and file such prospectuses as may be necessary or advisable and shall obtain the relevant receipts in respect of same, which receipts shall not have been revoked, as required by the applicable Canadian Securities Regulators or Canadian securities laws to qualify the distribution of the LSC Common Stock and Donnelley Financial Common Stock to Canadian holders of RRD Common Stock.
(d) Each of LSC and Donnelley Financial shall prepare and file, and shall use reasonable best efforts to have approved and made effective, an application for the original listing of the LSC Common Stock and Donnelley Financial Common Stock, as applicable, to be distributed in the applicable Distribution on the NYSE, subject to official notice of distribution.
(e) Each Party shall provide all cooperation reasonably requested by the other Parties that...
Actions in Connection with the Distribution. (a) Flowco shall file such amendments and supplements to the Form 10 as SPX 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 Form 10 and Information Statement as may be required by the Commission or federal, state or foreign securities Laws. SPX shall mail to the holders of SPX Common Stock, at such time on or prior to the Distribution Date as SPX shall determine, the Information Statement included in the Form 10, as well as any other information concerning Flowco, Flowco’s business, operations and management, the Separation and such other matters as SPX shall reasonably determine are necessary and as may be required by Law.
(b) Flowco shall also prepare, file with the Commission 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 SPX, Flowco shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that SPX determines is necessary or desirable to effectuate the Distribution, and SPX and Flowco shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.
(c) Promptly after receiving a request from SPX, Flowco shall prepare and file, and shall use commercially reasonable efforts to have approved and made effective, an application for the original listing on the NYSE of the Flowco Common Stock to be distributed in the Distribution, subject to official notice of distribution.
Actions in Connection with the Distribution. (a) SpinCo shall file such amendments and supplements to the SpinCo Form S-1 as Linn may reasonably request, and such amendments as may be necessary or appropriate in order to cause the SpinCo Form S-1 to become and remain effective as required by Law, including filing such amendments and supplements to the SpinCo Form S-1 as may be required by the Commission or federal, state or other applicable securities Laws. Promptly after receiving a request from Linn, to the extent requested, SpinCo shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Linn determines is necessary or desirable to effectuate the Distribution, and Linn and SpinCo shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. Linn and SpinCo shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the United States (and any comparable Laws under any foreign jurisdiction in connection with the Distribution).
(b) SpinCo shall mail to the holders of Linn Common Stock, at such time on or prior to the Distribution Date as Linn shall determine, the SpinCo Prospectus, as well as any other information concerning SpinCo, its business, operations and management, the Separation and such other matters as Linn shall reasonably determine are necessary and as may be required by the Commission or federal, state or other applicable securities Laws.
(c) SpinCo shall also cooperate with Linn in preparing, filing with the Commission and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the Separation or other transactions contemplated by this Agreement and the Ancillary Agreements.
(d) SpinCo shall prepare and file, and shall use commercially reasonable efforts to have approved, an application for the quotation on the OTCQX Market of the SpinCo Common Stock to be distributed in the Distribution.
(e) Nothing in this Section 4.2 shall be deemed, by itself, to shift Liability for any portion of the SpinCo Form S-1 or SpinCo Prospectus to Linn.
Actions in Connection with the Distribution. (a) In connection with the Distribution, prior to the Distribution Date, Myriad and MPI shall have prepared and mailed to the holders of Myriad Common Stock such information concerning MPI, the MPI Business, operations and management, the Distribution, the Separation and such other matters as Myriad shall reasonably determine and as may be required by law.
(b) MPI shall have prepared, filed with the Commission and caused to become effective any registration statements or amendments thereto required to effect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements. MPI shall have prepared and, in accordance with applicable Law, filed with the Commission the Form 10, including amendments, supplements and any such other documentation which is necessary or desirable to effectuate the Distribution, and MPI shall have obtained all necessary approvals from the Commission with respect thereto as soon as practicable.
(c) Myriad and MPI shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution.
(d) Myriad and MPI shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.3 to be satisfied and to effect the Distribution on the Distribution Date at the Effective Time.
(e) MPI shall have prepared and filed an application for the original listing on the Exchange of the MPI Common Stock to be distributed in the Distribution, and the Exchange shall have approved such application and provided the appropriate certification to the Commission.
(f) Myriad shall have given the Exchange not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act.
(g) Myriad and MPI shall have cooperated to change the name, effective on or prior to the Distribution Date, of any entity that is part of MPI and the MPI Group as Myriad and MPI may agree.
Actions in Connection with the Distribution. On the Fountain Distribution Date, each of Trident and Fountain shall deliver or cause to be delivered to the other Party (to the extent not already in the possession of the other Party) executed counterparts to all Ancillary Agreements to which a member of the Fountain Group is a party, including all Conveyancing and Assumption Instruments relating to the Fountain Business.
Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Bioverativ shall file such amendments and supplements to its Form 10 as Biogen 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 its Form 10 as may be required by the Commission or federal, state or non-U.S. securities Laws. Biogen shall, or at Biogen’s election, Bioverativ shall, mail (or deliver by electronic means where not prohibited by Law) to the holders of Biogen Common Stock, at such time on or prior to the Distribution Date as Biogen shall determine, the Information Statement included in its Form 10 (or a Notice of Internet Availability of the Information Statement), as well as any other information concerning Bioverativ, its business, operations and management, the transaction contemplated herein and such other matters as Biogen shall reasonably determine are necessary and as may be required by Law. Promptly after receiving a request from Biogen, Bioverativ shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Biogen reasonably determines is necessary or desirable to effectuate the Distribution, and Biogen and Bioverativ shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.
(b) Bioverativ shall use commercially reasonable efforts in preparing, filing with the Commission and causing to become effective, as soon as reasonably practicable (but in any case prior to the Distribution Effective Time), an effective registration statement or amendments thereof which are required in connection with the establishment of, or amendments to, any employee benefit plans of Bioverativ.
(c) To the extent not already approved and effective, Bioverativ shall use commercially reasonable efforts to have approved and made effective, the application for the original listing on NASDAQ of the Bioverativ Common Stock to be distributed in the Distribution, subject to official notice of distribution.
(d) Nothing in this Section 4.3 shall be deemed to shift or otherwise impose Liability for any portion of the Form 10 or Information Statement to Biogen.
Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Parent and Subsidiary shall have prepared and mailed to the holders of Parent Common Stock and/or Parent Preferred Stock such information concerning Subsidiary, the Subsidiary Business, operations and management, the Distribution, the Separation and such other matters as Parent shall reasonably determine and as may be required by law.
(b) Subsidiary shall have prepared and, in accordance with applicable Law, filed with the Commission the Form 10, including amendments, supplements and any such other documentation which is necessary or desirable to effectuate the Distribution, and Subsidiary shall have obtained all necessary approvals from the Commission with respect thereto as soon as practicable.
(c) Parent and Subsidiary shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution.
(d) Subsidiary and/or its market makers shall have prepared and filed an application for the original listing or quotation on the OTC Bulletin Board and/or the OTC Markets Group, Inc. of the Subsidiary Common Stock to be distributed in the Distribution, and such quotations services shall have approved such application and provided the appropriate certification to the Commission.
(e) Parent and Subsidiary shall take all reasonable steps necessary to cause the conditions set forth in Section 3.3 to be satisfied and to effect the Distribution on the Distribution Date.
Actions in Connection with the Distribution. (a) Spinco shall file such amendments and supplements to its Form S-1 as may be necessary or advisable in order to cause the same to become and remain effective as required by the SEC or federal, state or other applicable securities Laws. Spinco shall mail or otherwise distribute to the holders of Vector Common Stock as of the Record Date, on or prior to the Distribution Date, the prospectus included in its Form S-1, as well as any other information concerning Spinco, its business, operations and management, the Plan of Reorganization and such other matters as may be necessary or advisable or as may be required by Law.
(b) Each of Spinco and Vector shall cooperate in preparing, filing with the SEC or similar authority and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the Plan of Reorganization or other transactions contemplated by this Agreement and the Ancillary Agreements. Spinco shall prepare and, in accordance with applicable Law, file with the SEC or similar authority any such documentation that is necessary or desirable to effectuate the Distribution, and Vector and Spinco shall each use reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable.
(c) Spinco shall prepare and file, and shall use reasonable best efforts to have approved and made effective, an application for the original listing of the Spinco Common Stock to be distributed in the Distribution on the NYSE, subject to official notice of distribution.
Actions in Connection with the Distribution. (a) Facet shall prepare and, in accordance with applicable Law, file with the SEC and cause to become effective the Form 10, including amendments, supplements, exhibits and any such other documentation which is necessary or desirable to effectuate the Separation and the Distribution, and PDL and Facet shall each use reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable.
(b) In connection with the Distribution, PDL and Facet shall prepare and mail to the holders of PDL Common Stock such information concerning Facet, the Facet Business, the Facet Assets, the Facet Liabilities, operations and management, the Distribution, the Separation and such other matters as PDL shall reasonably determine and as may be required by Law.
(c) Facet shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereto required to effect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements.
(d) PDL and Facet shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution.
(e) PDL and Facet shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.3 to be satisfied and to effect the Distribution on the Distribution Date.
(f) Facet shall prepare and file, and shall use reasonable best efforts to have approved and made effective, an application for the original listing on the Exchange of the Facet Common Stock to be distributed in the Distribution, subject to official notice of distribution.
(g) PDL shall give the Exchange not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act.
(h) PDL and Facet shall take all actions necessary to cause, immediately prior to the Distribution, the number of shares of Facet Common Stock issued and outstanding to be increased to equal the number of shares of Facet Common Stock to be distributed to holders of PDL Common Stock in accordance with this Agreement.
(i) PDL and Facet shall cooperate to change the name, effective on or prior to the Distribution Date, of any entity that is part of (i) Facet and any of its Aff...
