The Ipo and Actions Pending the Ipo. Section 3.1 Transactions prior to the IPO. Subject to the occurrence of the events described in this Article 3, the Parties intend to consummate the IPO and to take, or cause to be taken, the actions specified in this Section 3.1.
The Ipo and Actions Pending the Ipo. 8.1 Transactions Prior to the IPO.
(a) Subject to the conditions specified in Section 8.2 hereof, CBI and CONVERGYS shall use their reasonable best efforts to consummate the IPO. Such actions shall include, but shall not necessarily be limited to, those specified in this Section 8.1.
(b) CONVERGYS shall file with the Securities and Exchange Commission (the "Commission") the IPO registration statement, and such amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by law or by the Underwriters, including, but not limited to, filing such amendments to the IPO registration statement as may be required by the Underwriting Agreement, the Commission or federal, state or foreign securities laws. CBI and CONVERGYS shall also cooperate in preparing, filing with the Commission and causing to become effective a registration statement registering the Common Shares under the Exchange Act, and any registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO, the Separation, the Distribution or the other transactions contemplated by this Agreement and the Ancillary Agreements.
(c) CONVERGYS, CBI, CBIS and MATRIXX shall enter into an Underwriting Agreement (the "Underwriting Agreement"), with underwriters selected jointly by CBI and CONVERGYS (the "Underwriters") in form and substance reasonably satisfactory to CONVERGYS, CBI, CBIS and MATRIXX and shall comply with their respective obligations thereunder.
(d) CBI and CONVERGYS shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO.
(e) CONVERGYS shall use its reasonable best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the IPO.
(f) CONVERGYS shall prepare, file and use its reasonable best efforts to seek to make effective an application for listing of the Common Shares issued in the IPO on the New York Stock Exchange, subject to official notice of issuance.
(g) CONVERGYS shall participate in the preparation of materials and presentations as the Underwriters shall deem necessary or desirable.
(h) CONVERGYS shall pay all third party costs, fees and expenses relating to the IPO, a...
The Ipo and Actions Pending the Ipo. Section 3.1 Transactions Related to the IPO. Subject to the conditions specified in Section 3.3, Eaton and Axcelis Technologies shall use their reasonable commercial efforts to consummate the IPO. Such efforts shall include, without limitation, those specified in this Section 3.1.
The Ipo and Actions Pending the Ipo. Section 3.1 Transactions Prior to the IPO. Subject to the conditions specified in Section 3.4, Southern and Southern Energy shall use their reasonable commercial efforts to consummate the IPO. Such efforts shall include, but not necessarily be limited to, those specified in this Section 3.1:
The Ipo and Actions Pending the Ipo. 6.1 Transactions Prior to the IPO.
(a) Subject to the conditions specified in Section 6.3 hereof, Odetics and ATL shall use their reasonable best efforts to consummate the IPO. Such actions shall include, but shall not necessarily be limited to, those specified in this Section 6.1.
The Ipo and Actions Pending the Ipo. Section 3.1 Transactions Prior to the IPO. Subject to the conditions specified in Section 3.3, 3Com and Palm shall use their reasonable commercial efforts to consummate the IPO. Such efforts shall include, but not necessarily be limited to, those specified in this Section 3.1
The Ipo and Actions Pending the Ipo. 3.1 Transactions Prior to the IPO. Subject to the conditions specified in Section 3.3, MRV and Luminent shall use their reasonable commercial efforts to consummate the IPO. Such efforts shall include, but not necessarily be limited to, those specified in this Section 3.1
The Ipo and Actions Pending the Ipo. SECTION 3.1 Transactions Prior to the IPO. Subject to the conditions specified in Section 3.4, HP and Agilent shall use their reasonable commercial efforts to consummate the IPO. Such efforts shall include, but not necessarily be limited to, those specified in this Section 3.1
The Ipo and Actions Pending the Ipo. Section 3.1 Transactions prior to the IPO 6 Section 3.2 Cooperation 7 ARTICLE 4
The Ipo and Actions Pending the Ipo. Section i. Transactions Prior to the IPO
