Common use of Actions Prior to the IPO Clause in Contracts

Actions Prior to the IPO. Subject to the conditions hereof, WMB and WPX will use their commercially reasonable efforts to consummate the IPO, including, without limitation, by taking the actions specified in this Section 3.1. (a) WPX will file such amendments or supplements to the IPO Registration Statement as may be necessary in order to cause the IPO Registration Statement to become and remain effective as required by applicable law or by the Underwriters, including, without limitation, filing such amendments and supplements thereto as may be required by the Underwriting Agreement, the SEC or applicable securities laws. (b) WPX will enter into the Underwriting Agreement, in form and substance reasonably satisfactory to each party, and each party will comply with its respective obligations thereunder. (c) WPX will use its commercially reasonable efforts to take all such action as may be necessary or appropriate under applicable state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the IPO. (d) 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 issued in the IPO on the New York Stock Exchange, subject to official notice of issuance. (e) WPX will participate in the preparation of materials and presentations that WMB and the Underwriters will deem necessary or desirable. (f) WPX will cooperate in all respects with WMB in connection with the pricing and timing of the WPX Common Stock to be issued in the IPO and will, at WMB’s direction, promptly take any and all actions necessary or desirable to consummate the IPO as contemplated by the IPO Registration Statement and the Underwriting Agreement.

Actions Prior to the IPO. Subject to the conditions hereof, WMB and WPX will use their commercially reasonable efforts to consummate the IPO, including, without limitation, by taking the actions specified in this Section 3.1. (a) WPX will file such amendments or supplements to the IPO Registration Statement as may be necessary in order to cause the IPO Registration Statement to become and remain effective as required by applicable law or by the Underwriters, including, without limitation, filing such amendments and supplements thereto as may be required by the Underwriting Agreement, the SEC or applicable securities laws. (b) WPX will enter into the Underwriting Agreement, in form and substance reasonably satisfactory to each party, and each party will comply with its respective obligations thereunder. (c) WPX will use its commercially reasonable efforts to take all such action as may be necessary or appropriate under applicable state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the IPO. (d) WPX will prepare, file and use commercially reasonable efforts to seek to make effective, an application for listing of the WPX Class A Common Stock to be issued in the IPO on the New York Stock Exchange, subject to official notice of issuance. (e) WPX will participate in the preparation of materials and presentations that WMB and the Underwriters will deem necessary or desirable. (f) WPX will cooperate in all respects with WMB in connection with the pricing and timing of the WPX Class A Common Stock to be issued in the IPO and will, at WMB’s direction, promptly take any and all actions necessary or desirable to consummate the IPO as contemplated by the IPO Registration Statement and the Underwriting Agreement.