Common use of Delivery of Shares; Registration Statement Clause in Contracts

Delivery of Shares; Registration Statement. From and after the Distribution Effective Time, Ironwood shall have sole responsibility for delivery of shares of Ironwood Common Stock pursuant to awards issued under an Ironwood Plan in satisfaction of any obligations to deliver such shares under such Ironwood Plan (including delivery to Cyclerion Employees and Former Cyclerion Employees) and shall do so without compensation from any Cyclerion Group member. From and after the Distribution Effective Time, Cyclerion shall have sole responsibility for delivery of shares of Cyclerion Common Stock pursuant to awards issued under a Cyclerion Plan in satisfaction of any obligations to deliver such shares under the Cyclerion Plans (including delivery to Ironwood Employees and Former Ironwood Employees) and shall do so without compensation from any Ironwood Group member. Cyclerion shall cause a registration statement on Form S-8 (or other appropriate form) to be filed with respect to such issued or issuable shares prior to the Distribution Effective Time and shall cause such registration to remain in effect for so long as there may be an obligation to deliver Cyclerion shares under such Cyclerion and/or Ironwood Plans. Ironwood shall use commercially reasonable efforts to assist Cyclerion in completing such registration.

Appears in 4 contracts

Samples: Employee Matters Agreement (Ironwood Pharmaceuticals Inc), Employee Matters Agreement (Cyclerion Therapeutics, Inc.), Employee Matters Agreement (Cyclerion Therapeutics, Inc.)

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