Actions on or Prior to the Distribution Date. Prior to the Distribution, the following shall occur: (a) Filings. OpCo and Pinnacle shall prepare and, in accordance with applicable Law, file with the SEC the Form 10, including amendments, supplements and any such other documentation which is necessary or desirable to effectuate the Distribution, and OpCo and Pinnacle shall each use reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. OpCo shall 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 the Transaction Documents. OpCo and Pinnacle 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. Promptly after receiving a request from Pinnacle, OpCo shall prepare and file, and shall use reasonable best efforts to have approved and made effective, an application for the original listing on a National Securities Exchange of the OpCo Common Stock to be distributed in the Distribution.
Appears in 4 contracts
Samples: Merger Agreement (PNK Entertainment, Inc.), Separation and Distribution Agreement (PNK Entertainment, Inc.), Merger Agreement (Pinnacle Entertainment Inc.)
Actions on or Prior to the Distribution Date. Prior to the DistributionDistribution Date, the following shall occur:
(a) Filings. OpCo and Pinnacle as promptly as reasonably practicable, CPLG and LQ Parent shall prepare and, in accordance with applicable Law, file with the SEC the CPLG Form 10, including amendments, supplements and any such other documentation which is necessary or desirable to effectuate the Distribution, and OpCo CPLG and Pinnacle LQ Parent shall each use reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. OpCo CPLG shall 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 the Transaction DocumentsSpecified Ancillary Agreements. OpCo CPLG and Pinnacle LQ Parent 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. Promptly after receiving a request from PinnacleTo the extent not already approved and effective, OpCo shall prepare and file, and CPLG shall use reasonable best efforts to have approved and made effective, an effective the application for the original listing on a National Securities Exchange of the OpCo CPLG Common Stock to be distributed in the DistributionDistribution on the NYSE, subject to official notice of distribution.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (CorePoint Lodging Inc.), Separation and Distribution Agreement (La Quinta Holdings Inc.)