Common use of Actions in Connection with the Distribution Clause in Contracts

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.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (SpeechFX Inc), Separation and Distribution Agreement (SpeechFX Inc), Separation and Distribution Agreement (SpeechFX Inc)

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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 10Registration Statement, 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 Nasdaq Markets, the OTC Bulletin Board Board, and/or the OTC Markets Group, Inc. 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.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Efactor Holdings Inc)

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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 Nasdaq Markets, the OTC Bulletin Board Board, and/or the OTC Markets Group, Inc. 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.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Efactor Holdings Inc)

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