Common use of Actions Prior to the Distribution Clause in Contracts

Actions Prior to the Distribution. In connection with the Distribution, the parties will take the actions set forth in this Section 4.2. (a) WMB and WPX will prepare and mail, prior to any Distribution Date, to the holders of WMB Common Stock, such information concerning WPX and the Distribution and such other matters as WMB reasonably determines and as may be required by law. WMB and WPX will prepare, and WPX will, to the extent required by applicable law, file with the SEC any such documentation that WMB determines is necessary or desirable to effect the Distribution, and WMB and WPX will each use its commercially reasonable efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (b) WPX will use its commercially reasonable efforts to take all such action as may be necessary or desirable under applicable state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the Distribution. (c) WPX will prepare, file and use commercially reasonable efforts to seek to make effective, an application for listing of the WPX Common Stock to be distributed in the Distribution on the New York Stock Exchange, subject to official notice of issuance. (d) WPX will take all reasonable steps necessary or desirable to cause the conditions set forth in Section 4.3 to be satisfied and to effect the Distribution.

Actions Prior to the Distribution. In connection with the Distribution, the parties will take the actions set forth in this Section 4.2. (a) WMB Motorola and WPX Freescale will prepare and mail, prior to any Distribution Date, to the holders of WMB Motorola Common Stock, such information concerning WPX Freescale and the Distribution and such other matters as WMB Motorola reasonably determines and as may be required by law. WMB Motorola and WPX Freescale will prepare, and WPX Freescale will, to the extent required by applicable law, file with the SEC any such documentation that WMB Motorola determines is necessary or desirable to effect the Distribution, and WMB Motorola and WPX Freescale will each use its commercially reasonable efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (b) WPX Freescale will use its commercially reasonable efforts to take all such action as may be necessary or desirable under applicable state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the Distribution. (c) WPX Freescale will prepare, file and use commercially reasonable efforts to seek to make effective, an application for listing of the WPX Freescale Common Stock to be distributed in the Distribution on the New York Stock Exchange, subject to official notice of issuance. (d) WPX Freescale will take all reasonable steps necessary or desirable to cause the conditions set forth in Section 4.3 to be satisfied and to effect the Distribution.