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.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (SPX Corp), Separation and Distribution Agreement (SPX FLOW, Inc.)
Actions in Connection with the Distribution. (a) Flowco KLX shall file such amendments and supplements to the Form 10 as SPX B/E may reasonably request, 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 SEC or federal, state or foreign applicable securities Laws. SPX A member of the B/E Group, on behalf of KLX, shall mail to the holders of SPX Common StockRecord Holders, at such time on or prior to the Distribution Date as SPX B/E shall determine, the Information Statement included in the Form 10, as well as any other information concerning FlowcoKLX, Flowco’s its business, operations and management, the Separation transactions contemplated hereby and such other matters as SPX B/E shall reasonably determine are necessary and as may be required by Law.
(b) Flowco KLX shall also preparecooperate with B/E in preparing, file filing with the Commission SEC and cause causing to become effective any a registration statements statement or amendments thereof which are required to effect reflect 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 Agreement and the Ancillary Agreements, including any transactions related to financings or other credit facilities. Promptly after receiving a request from SPXB/E, Flowco to the extent requested, KLX shall prepare and, in accordance with applicable Law, file with the Commission SEC any such documentation that SPX B/E determines is necessary or desirable to effectuate the Distribution, and SPX B/E and Flowco KLX shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission SEC with respect thereto as soon as practicable.
(c) Promptly after receiving a request from SPX, Flowco KLX and B/E 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) KLX shall prepare and file, and shall use commercially reasonable efforts to have approved and made effectiveeffective prior to the Distribution, an application for the original listing on the NYSE of the Flowco KLX Common Stock to be distributed in the DistributionDistribution on NASDAQ, subject to official notice of distributionissuance.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (KLX Inc.), Separation and Distribution Agreement (KLX Inc.)
Actions in Connection with the Distribution. (a) Flowco Prior to the Distribution Date, Computer Sciences GS shall file such amendments and supplements to the its Form 10 as SPX CSC 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 its Form 10 and Information Statement as may be required by the Commission or federal, state or foreign securities Laws. SPX Computer Sciences GS shall mail to the holders of SPX CSC Common Stock, at such time on or prior to the Distribution Date as SPX CSC shall determine, the Information Statement included in the its Form 10, as well as any other information concerning FlowcoComputer Sciences GS, Flowco’s its business, operations and management, the Separation transaction contemplated herein and such other matters as SPX CSC 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 SPXCSC, Flowco to the extent requested, Computer Sciences GS shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that SPX CSC reasonably determines is necessary or desirable to effectuate the Distribution, and SPX CSC and Flowco Computer Sciences GS shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.
(b) Computer Sciences GS 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 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 Computer Sciences GS.
(c) Promptly after receiving a request from SPXTo the extent not already approved and effective, Flowco shall prepare and file, and Computer Sciences GS shall use commercially reasonable efforts to have approved and made effective, an the application for the original listing on the NYSE [NYSE] / [Nasdaq] of the Flowco Computer Sciences GS Common Stock to be distributed in the Distribution, subject to official notice of distributionissuance.
(d) CSC shall promptly send to each Record Holder a statement concerning information regarding the allocation of tax basis between the CSC Common Stock and Computer Sciences GS Common Stock held by such stockholder or otherwise satisfy any requirement to so send by instead posting such information on its website in accordance with, and for the time required by, applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Computer Sciences Corp), Agreement and Plan of Merger (Sra International, Inc.)
Actions in Connection with the Distribution. (a) Flowco Spinco shall file with the Commission such amendments and supplements to the its Form 10 as SPX Parent 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 its Form 10 and 10, Information Statement or a Current Report on Form 8-K as may be required by the Commission or federal, state or foreign securities Laws. SPX Spinco shall mail to the holders of SPX Parent Common Stock, at such time on or prior to the Distribution Date as SPX Parent shall determine, the Information Statement included in the its Form 1010 (or as filed as an exhibit to a Current Report on Form 8-K for such Party), as well as any other information concerning FlowcoSpinco, Flowco’s its business, operations and management, the Separation and such other matters as SPX Parent shall reasonably determine are necessary and as may be required by Law.
(b) Flowco Spinco shall also preparecooperate with Parent in preparing, file filing with the Commission and cause causing to become effective any registration statements or amendments thereof which are required to effect reflect the establishment of, or amendments to, any employee benefit and other plans or as otherwise necessary or appropriate in connection with the Separation or other transactions contemplated by this Agreement, or any of Agreement and the Ancillary Agreements, including any transactions related to financings or other credit facilities. Promptly after receiving a request from SPXParent, Flowco to the extent requested, Spinco shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that SPX Parent determines is necessary or desirable to effectuate the Distribution, and SPX Parent and Flowco Spinco 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 SPXParent, Flowco Spinco 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 Spinco Common Stock to be distributed in the Distribution, subject to official notice of distributionDistribution.
(d) Nothing in this Section 4.4 shall be deemed, by itself, to shift Liability for any portion of such Form 10 or Information Statement to Parent.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Oneok Inc /New/), Separation and Distribution Agreement (ONE Gas, Inc.)
Actions in Connection with the Distribution. (a) Flowco Enexus shall file such amendments and supplements to the Form 10 as SPX Entergy 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 Entergy shall mail to the holders of SPX Entergy Common Stock, at such time on or prior to the Distribution Date as SPX Entergy shall determine, the Information Statement included in the Form 1010 and Information Statement, as well as any other information concerning FlowcoEnexus, FlowcoEnexus’s business, operations and management, the Separation and such other matters as SPX Entergy shall reasonably determine are necessary and appropriate and as may be required by Law.
(b) Flowco Enexus 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, Agreement or any of the Ancillary Agreements, including any transactions related to financings or other credit facilities. Promptly after receiving a request from SPXEntergy, Flowco to the extent requested, Enexus shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that SPX Entergy determines is necessary or desirable to effectuate the Distribution, and SPX Entergy and Flowco Enexus 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 SPXEntergy, Flowco Enexus 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 Enexus Common Stock to be distributed in the Distribution, subject to official notice of distribution.
(d) Nothing in this Section 4.3 shall be deemed, by itself, to create a Liability of Entergy for any portion of the Form 10.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Enexus Energy CORP)
Actions in Connection with the Distribution. (a) Flowco Prior to the Distribution Date, Computer Sciences GS shall file such amendments and supplements to the its Form 10 as SPX CSC 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 its Form 10 and Information Statement as may be required by the Commission or federal, state or foreign securities Laws. SPX Computer Sciences GS shall mail to the holders of SPX CSC Common Stock, at such time on or prior to the Distribution Date as SPX CSC shall determine, the Information Statement included in the its Form 10, as well as any other information concerning FlowcoComputer Sciences GS, Flowco’s its business, operations and management, the Separation transaction contemplated herein and such other matters as SPX CSC 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 SPXCSC, Flowco to the extent requested, Computer Sciences GS shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that SPX CSC reasonably determines is necessary or desirable to effectuate the Distribution, and SPX CSC and Flowco Computer Sciences GS shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.
(b) Computer Sciences GS 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 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 Computer Sciences GS.
(c) Promptly after receiving a request from SPXTo the extent not already approved and effective, Flowco shall prepare and file, and Computer Sciences GS shall use commercially reasonable efforts to have approved and made effective, an the application for the original listing on the NYSE of the Flowco Computer Sciences GS Common Stock to be distributed in the Distribution, subject to official notice of distributionissuance.
(d) CSC shall promptly send to each Record Holder a statement concerning information regarding the allocation of tax basis between the CSC Common Stock and Computer Sciences GS Common Stock held by such stockholder or otherwise satisfy any requirement to so send by instead posting such information on its website in accordance with, and for the time required by, applicable Law.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Computer Sciences Government Services Inc.)
Actions in Connection with the Distribution. (a) Flowco SentiSearch shall file such amendments and supplements to the Form 10 as SPX Parent 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 SEC or federal, state or foreign securities Laws. SPX SentiSearch shall mail to the holders of SPX Parent Common Stock, at such time on or prior to the Distribution Date as SPX Parent shall determine, the Information Statement information statement included in the Form 10, as well as any other information concerning FlowcoSentiSearch, Flowco’s its business, operations and management, the Separation Contribution, the Distribution and such other matters as SPX Parent 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 SPXParent, Flowco to the extent requested, SentiSearch shall prepare and, in accordance with applicable Law, file with the Commission SEC any such documentation that SPX Parent determines is necessary or desirable to effectuate the Distribution, and SPX Parent and Flowco SentiSearch shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission SEC with respect thereto as soon as practicable.
(cb) Promptly after receiving a request from SPXParent, Flowco SentiSearch shall prepare and file, and shall use commercially reasonable efforts to have approved and made effective, an application for take all such actions as may be necessary or appropriate under the original listing on the NYSE state securities or blue sky Laws of the Flowco Common Stock United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution.
(c) SentiSearch shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 4.4 to be distributed in satisfied and to effect the Distribution, subject to official notice of distributionor any portion thereof, on the Distribution Date.
Appears in 1 contract
Samples: Separation and Distribution Agreement (SentiSearch, Inc.)