Common use of Cooperation Prior to the Distribution Clause in Contracts

Cooperation Prior to the Distribution. Prior to the Distribution: (a) Rockwell and the Company will prepare, and Rockwell will mail, promptly after effectiveness of the Form 10 and completion of the Information Statement included therein, to the holders of Rockwell Common Stock, the Information Statement, which will set forth appropriate disclosure concerning the Company, the Distribution and such other matters as Rockwell and the Company may determine. Rockwell and the Company will prepare, and the Company will file with the Commission, the Form 10, which will include or incorporate by reference the Information Statement. The Company will use its reasonable best efforts to cause the Form 10 to become effective under the Exchange Act as soon as practicable following the filing thereof. (b) Rockwell and the Company will cooperate in preparing, filing with the Commission and causing to become effective any registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans contemplated by the Employee Matters Agreement. (c) Rockwell and the Company will 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 and the securities laws of any applicable foreign countries or other political subdivisions thereof in connection with the transactions contemplated by this Agreement. (d) Rockwell and the Company will cause to be prepared, and the Company will file and use its reasonable best efforts to have approved, an application for approval of listing on Nasdaq of the Semiconductor Common Stock to be distributed in the Distribution.

Cooperation Prior to the Distribution. Prior to the Distribution: (a) Rockwell Crane and the Company will prepare, and Rockwell Crane will mail, promptly after effectiveness of the Form 10 and completion of the Information Statement included therein, mail to the holders of Rockwell Crane Common Stock, the Information Statement, which will set forth appropriate disclosure disclosures concerning the Company, the Distribution Distribution, Rugby USA, the Share Exchange and such other matters as Rockwell Crane and the Company may determine. Rockwell Crane and the Company will prepare, and the Company will file with the Commission, the Form 10, which will include or incorporate by reference the Information Statement. The Company will use its reasonable best efforts to cause the Form 10 to become effective under the Exchange Act as soon as practicable following the filing thereof. (b) Rockwell Crane and the Company will cooperate in preparing, filing with the Commission and causing to become effective any registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans contemplated by the Employee Matters Agreement. (c) Rockwell Crane and the Company will 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 and the securities laws of any applicable foreign countries or other political subdivisions thereof in connection with the transactions contemplated by this Agreement. (d) Rockwell Crane and the Company will cause to be prepared, and the Company will file and use its reasonable best efforts to have approved, an application for approval of listing on Nasdaq of the Semiconductor NYSE the Huttig Common Stock to be distributed in the Distribution.

Cooperation Prior to the Distribution. Prior to the Distribution: (a) Rockwell and the Company Automotive will prepare, and Rockwell will mail, promptly after effectiveness of the Form 10 and completion of the Information Statement included therein10, to the holders of Rockwell Common Stock, the Information Statement, which will set forth appropriate disclosure concerning the CompanyAutomotive, the Distribution and such other matters as Rockwell and the Company Automotive may determine. Rockwell and the Company Automotive will prepare, and the Company Automotive will file with the Commission, the Form 10, which will include or incorporate by reference the Information Statement. The Company Automotive will use its reasonable best efforts to cause the Form 10 to become effective under the Exchange Act as soon as practicable following the filing thereof. (b) Rockwell and the Company Automotive will cooperate in preparing, filing with the Commission and causing to become effective any registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans contemplated by the Employee Matters Agreement. (c) Rockwell and the Company Automotive will 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 and the securities laws of any applicable foreign countries or other political subdivisions thereof in connection with the transactions contemplated by this Agreement. (d) Rockwell and the Company Automotive will cause to be prepared, and the Company Automotive will file and use its reasonable best efforts to have approved, an application for approval of the listing on Nasdaq the NYSE of the Semiconductor Automotive Common Stock to be distributed in the Distribution.

Cooperation Prior to the Distribution. Prior to the Distribution: (a) Rockwell Crane and the Company will prepare, and Rockwell Crane will mail, promptly after effectiveness of the Form 10 and completion of the Information Statement included therein10, to the holders of Rockwell Crane Common Stock, the Information Statement, which will set forth appropriate disclosure disclosures concerning the Company, the Distribution Distribution, Rugby USA, the Share Exchange and such other matters as Rockwell Crane and the Company may determine. Rockwell Crane and the Company will prepare, and the Company will file with the Commission, the Form 10, which will include or incorporate by reference the Information Statement. The Company will use its reasonable best efforts to cause the Form 10 to become effective under the Exchange Act as soon as practicable following the filing thereof. (b) Rockwell Crane and the Company will cooperate in preparing, filing with the Commission and causing to become effective any registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans contemplated by the Employee Matters Agreement. (c) Rockwell Crane and the Company will 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 and the securities laws of any applicable foreign countries or other political subdivisions thereof in connection with the transactions contemplated by this Agreement. (d) Rockwell Crane and the Company will cause to be prepared, and the Company will file and use its reasonable best efforts to have approved, an application for approval of listing on Nasdaq of the Semiconductor NYSE the Huttig Common Stock to be distributed in the Distribution.

Cooperation Prior to the Distribution. Prior to the Distribution: (a) Rockwell and the Company will prepare, and Rockwell will mail, promptly after effectiveness of the Form 10 and completion of the Information Statement included therein10, to the holders of Rockwell Common Stock, the Information Statement, which will set forth appropriate disclosure concerning the Company, the Distribution and such other matters as Rockwell and the Company may determine. Rockwell and the Company will prepare, and the Company will file with the Commission, the Form 10, which will include or incorporate by reference the Information Statement. The Company will use its reasonable best efforts to cause the Form 10 to become effective under the Exchange Act as soon as practicable following the filing thereof. (b) Rockwell and the Company will cooperate in preparing, filing with the Commission and causing to become effective any registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans contemplated by the Employee Matters Agreement. (c) Rockwell and the Company will take all such action as may be necessary or appropriate under the 21 26 securities or "blue sky" laws of the states or other political subdivisions of the United States and the securities laws of any applicable foreign countries or other political subdivisions thereof in connection with the transactions contemplated by this Agreement. (d) Rockwell and the Company will cause to be prepared, and the Company will file and use its reasonable best efforts to have approved, an application for approval of listing trading and quotation on Nasdaq of the Semiconductor Common Stock to be distributed in the Distribution.