Common use of Registration and Other Regulatory Requirements Clause in Contracts

Registration and Other Regulatory Requirements. Spinco agrees to file Forms S-0, X-0 and S-8 registration statements with respect to, and to cause to be registered pursuant to the Securities Act, the Spinco Shares authorized for issuance under the Spinco Equity Plan, as required pursuant to the Securities Act, before the date of issuance of any Spinco Shares pursuant to the Spinco Equity Plan. The Parties shall take such additional actions as are deemed necessary or advisable to effectuate the foregoing provisions of this Section 4.02(i), including compliance with securities Laws and other legal requirements associated with equity compensation awards in affected non-U.S. jurisdictions. Parent agrees to facilitate the adoption and approval of the Spinco Equity Plan consistent with the requirements of Treasury Regulations Section 1.162-27(f)(4)(iii).

Appears in 4 contracts

Samples: Employee Matters Agreement (Howmet Aerospace Inc.), Employee Matters Agreement (Arconic Corp), Employee Matters Agreement (Arconic Rolled Products Corp)

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Registration and Other Regulatory Requirements. Spinco SpinCo agrees to file Forms S-0X-0, X-0 and S-8 registration statements with respect to, and to cause to be registered pursuant to the Securities Act, the Spinco SpinCo Shares authorized for issuance under the Spinco SpinCo Equity Plan, as required pursuant to the Securities Act, before the date of issuance of any Spinco SpinCo Shares pursuant to the Spinco SpinCo Equity Plan. The Parties shall take such additional actions as are deemed necessary or advisable to effectuate the foregoing provisions of this Section 4.02(i4.02(h), including compliance with securities Laws and other legal requirements associated with equity compensation awards in affected non-U.S. jurisdictions. Parent Rayonier agrees to facilitate the adoption and approval of the Spinco SpinCo Equity Plan consistent with the requirements of Treasury Regulations Section 1.162-27(f)(4)(iii).

Appears in 3 contracts

Samples: Employee Matters Agreement (Rayonier Advanced Materials Inc.), Employee Matters Agreement (Rayonier Advanced Materials Inc.), Employee Matters Agreement (Rayonier Advanced Materials Inc.)

Registration and Other Regulatory Requirements. Spinco SpinCo agrees to file Forms S-0, X-0 and S-8 the appropriate registration statements with respect to, and to cause to be registered pursuant to the Securities Act, the Spinco SpinCo Shares authorized for issuance under the Spinco Equity SpinCo Omnibus Plan, as required pursuant to the Securities Act, not later than the Effective Time and in any event before the date of issuance of any Spinco SpinCo Shares pursuant to the Spinco Equity SpinCo Omnibus Plan. The Parties shall take such additional actions as are deemed necessary or advisable to effectuate the foregoing provisions of this Section 4.02(i4.02(h), including to the extent applicable, compliance with securities Laws and other legal requirements associated with equity compensation awards in affected non-U.S. jurisdictions. Parent agrees to facilitate the adoption and approval of the Spinco Equity SpinCo Omnibus Plan consistent with the requirements of Treasury Regulations Section 1.162-27(f)(4)(iii).

Appears in 3 contracts

Samples: Employee Matters Agreement (Frontdoor, Inc.), Employee Matters Agreement (Frontdoor, Inc.), Employee Matters Agreement (AHS Holding Company, Inc.)

Registration and Other Regulatory Requirements. Spinco SpinCo agrees to file Forms S-0X-0, X-0 and S-8 registration statements with respect to, and to cause to be registered pursuant to the Securities Act, the Spinco SpinCo Shares authorized for issuance under the Spinco Equity SpinCo Omnibus Plan, as required pursuant to the Securities Act, not later than the Effective Time and in any event before the date of issuance of any Spinco SpinCo Shares pursuant to the Spinco Equity SpinCo Omnibus Plan. The Parties shall take such additional actions as are deemed necessary or advisable to effectuate the foregoing provisions of this Section 4.02(i4.02(j), including compliance with securities Laws and other legal requirements associated with equity compensation awards in affected non-U.S. jurisdictions. Parent agrees to facilitate the adoption and approval of the Spinco Equity SpinCo Omnibus Plan consistent with the requirements of Treasury Regulations Section 1.162-27(f)(4)(iii).

Appears in 2 contracts

Samples: Employee Matters Agreement (Tegna Inc), Employee Matters Agreement (Gannett Co., Inc.)

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Registration and Other Regulatory Requirements. Spinco SpinCo agrees to file Forms S-0, X-0 and xnd S-8 registration statements with respect to, and to cause to be registered pursuant to the Securities Act, the Spinco SpinCo Shares authorized for issuance under the Spinco Equity SpinCo Omnibus Plan, as required pursuant to the Securities Act, not later than the Effective Time and in any event before the date of issuance of any Spinco SpinCo Shares pursuant to the Spinco Equity SpinCo Omnibus Plan. The Parties shall take such additional actions as are deemed necessary or advisable to effectuate the foregoing provisions of this Section 4.02(i4.02(j), including compliance with securities Laws and other legal requirements associated with equity compensation awards in affected non-U.S. jurisdictions. Parent agrees to facilitate the adoption and approval of the Spinco Equity SpinCo Omnibus Plan consistent with the requirements of Treasury Regulations Section 1.162-27(f)(4)(iii).

Appears in 2 contracts

Samples: Employee Matters Agreement, Employee Matters Agreement (Gannett SpinCo, Inc.)

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