Formation and Organization of Olympus Japan Newco Sample Clauses

Formation and Organization of Olympus Japan Newco. Seller Parent has established Olympus Japan Newco, and shall consult with Buyer Parent on the form and content of Olympus Japan Newco’s Organizational Documents and Internal Regulations. Seller Parent shall cause Olympus Japan Newco to (a) promptly apply for all Governmental Approvals relating to the portion of the Business to be conducted by Olympus Japan Newco after the Closing as contemplated by this Agreement and the Ancillary Agreements, (b) use commercially reasonable efforts to commence establishment of a defined benefit plan (the “New Pension Plan”) substantially identical to the Olympus Pension Plan in effect on the Effective Date, such plan documents, if completed prior to the Closing, to be reasonably acceptable to Buyer Parent, and to transfer the Defined Benefit Retirement Plan Obligation of such Olympus Pension Plan to the New Pension Plan, and (c) if required, file with the Kanto Local Finance Bureau of Japan the securities registration statement for the Seller Parent Spin-Off in the form agreed with Buyer Parent. If required, Seller Parent shall bear the cost of obtaining for Olympus Japan Newco an exemption from the requirement to file a securities report under the proviso of Article 24, Paragraph 1 of the Financial Instruments and Exchange Law of Japan from the Kanto Local Finance Bureau of Japan, and the related Tax filings.
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Related to Formation and Organization of Olympus Japan Newco

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