Common use of Parent Actions Clause in Contracts

Parent Actions. At or prior to the Effective Time, Parent shall take all actions necessary for the assumption of the Adjusted RSU Awards, Adjusted Options and treatment of the Company Equity Awards pursuant to this Section 2.3, including the reservation, issuance and listing of a number of shares of Parent Common Stock as necessary to effect the transactions contemplated by this Section 2.3. Effective as of the Effective Time, Parent shall file a registration statement on Form S-8, Form S-3 or Form S-1 (or any successor or other appropriate form), as applicable, with respect to the shares of Parent Common Stock subject to each such award under the Company Equity Plans and any plan interests in any other Company Benefit Plan and shall maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such awards or plan interests remain outstanding. As soon as practicable after the registration of such shares of Parent Common Stock or plan interests, as applicable, Parent shall deliver to the holders of the Adjusted RSU Awards and Adjusted Options appropriate notices setting forth such holders’ rights pursuant to the respective Company Equity Plans and agreements evidencing the grants of such Adjusted RSU Awards and Adjusted Options, and stating that such Adjusted RSU Awards and Adjusted Options and agreements have been assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 2.3 after giving effect to the Merger and the terms of any Company Equity Plan).

Parent Actions. At or prior to the Effective Time, Parent shall take all actions that are necessary for the assumption of the Adjusted RSU Awards, Adjusted Options and treatment of the Company Equity Awards pursuant to this Section 2.3Sections 2.5(a), (b), (c) and (d) including the reservation, issuance (subject to Section 2.5(e)) and listing of a number of shares of Parent Common Stock as necessary to effect the transactions contemplated by this Section 2.32.5. Effective as If registration of any plan interests in the Stock Plans or other Benefit Plans of the Effective Time, Parent shall file a registration statement on Form S-8, Form S-3 Company or Form S-1 (or any successor or other appropriate form), as applicable, with respect to the shares of Parent Common Stock subject to each such award issuable thereunder is required under the Company Equity Plans Securities Act of 1933, as amended (the “Securities Act”), Parent shall file with the U.S. Securities and any plan Exchange Commission (the “SEC”) on the Closing Date a registration statement on Form S-8 (or such other appropriate form) with respect to such interests in any other Company Benefit Plan or Parent Common Stock, and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as the relevant Stock Plans or other Benefit Plans of the Company, as applicable, remain in effect and such awards registration of interests therein or plan interests remain outstandingthe shares of Parent Common Stock issuable thereunder continues to be required. As soon as reasonably practicable after the registration of such shares of Parent Common Stock interests or plan interestsshares, as applicable, Parent appropriate notices shall deliver be given to the holders of the Adjusted RSU Company Equity Awards and Adjusted Options appropriate notices setting forth such holders’ rights pursuant to the respective Company Equity Stock Plans, other Benefit Plans and agreements evidencing the grants of such Adjusted RSU Awards and Adjusted OptionsCompany Equity Awards, and stating that such Adjusted RSU Company Equity Awards and Adjusted Options and agreements have been assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 2.3 2.5 after giving effect to the Merger and the terms of any Company Equity Planthe Stock Plans).

Parent Actions. At or prior to the Effective Time, Parent, the Parent Board and/or the compensation committee of the Parent Board, as applicable, shall take all actions that are necessary for the assumption of the Adjusted RSU Awards, Adjusted Company Options and treatment of the Company Equity Awards pursuant to this Section 2.36.2(a), including the reservation, issuance (subject to Section 6.2(g)) and listing of a number of shares of Parent Class A Common Stock as necessary to effect the transactions contemplated by this Section 2.36.2. Effective as If registration of any plan interests in the Effective TimeCompany Equity Plans or other Employee Plans or the shares of Parent Class A Common Stock issuable thereunder is required under the Securities Act, Parent shall file with the SEC on the Closing Date a registration statement on Form S-8, Form S-3 or Form S-1 (or any successor or other appropriate form), as applicable, S-8 with respect to the shares of such interests or Parent Class A Common Stock subject to each such award under the Company Equity Plans and any plan interests in any other Company Benefit Plan Stock, and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as the relevant Company Equity Plans or other Employee Plans, as applicable, remain in effect and such awards registration of interests therein or plan interests remain outstandingthe shares of Parent Class A Common Stock issuable thereunder continues to be required. As soon as practicable after the registration of such shares of Parent Common Stock interests or plan interestsshares, as applicable, Parent shall deliver to the holders of the Adjusted RSU Awards and Adjusted Company Options appropriate notices setting forth such holders’ rights pursuant to the respective Company Equity Plans and agreements evidencing the grants of such Adjusted RSU Awards and Adjusted Company Options, and stating that such Adjusted RSU Awards and Adjusted Company Options and agreements have been assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 2.3 6.2 after giving effect to the Merger and the terms of any the Company Equity PlanPlans).