Transactions Prior to the IPO. Subject to the terms and conditions hereof, each of Xxxx Foods and WhiteWave shall use commercially reasonable efforts to consummate the IPO, including by taking the actions specified in this Section 3.1.
(a) WhiteWave shall file such amendments or supplements to the IPO Registration Statement as may be necessary in order to cause the IPO Registration Statement to become and remain effective as required by applicable Law or by the Underwriters, including filing such amendments and supplements thereto as may be required by the Underwriting Agreement, the SEC or applicable securities Laws. Xxxx Foods and WhiteWave shall also cooperate in preparing, filing with the SEC and causing to become effective a registration statement registering the WhiteWave Class A Common Stock under the Exchange Act, and any registration statements or amendments thereto 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 Distribution or the other transactions contemplated by this Agreement and the Ancillary Documents.
(b) WhiteWave shall enter into the Underwriting Agreement, in form and substance reasonably satisfactory to WhiteWave, and WhiteWave shall comply with its obligations thereunder.
(c) WhiteWave shall use commercially reasonable efforts to take all such action as may be necessary or appropriate under applicable state securities and blue sky Laws of the United States (and any comparable Laws under any foreign jurisdictions) in connection with the IPO.
(d) WhiteWave shall prepare, file and use commercially reasonable efforts to seek to make effective, an application for listing of the WhiteWave Class A Common Stock to be issued in the IPO on The New York Stock Exchange, subject to official notice of issuance.
(e) WhiteWave shall participate in the preparation of materials and presentations that Xxxx Foods and the Underwriters may deem necessary or desirable.
(f) WhiteWave shall cooperate in all respects with Xxxx Foods in connection with the pricing and timing of the issuance of the WhiteWave Class A Common Stock in the IPO and shall, at Xxxx Foods’ direction, promptly take any and all actions necessary or desirable to consummate the IPO as contemplated by the IPO Registration Statement and the Underwriting Agreement.
(g) WhiteWave shall use commercially reasonable efforts to incur the WhiteWave Borrowing on terms and with lenders acceptable to Xxxx Foods.
Transactions Prior to the IPO. Subject to the conditions hereof, Motorola and Freescale will use their commercially reasonable efforts to consummate the IPO, including, without limitation, by taking the actions specified in this Section 3.1.
(a) Freescale will file such amendments or supplements to the IPO Registration Statement as may be necessary in order to cause the IPO Registration Statement to become and remain effective as required by applicable law or by the Underwriters, including, without limitation, filing such amendments and supplements thereto as may be required by the Underwriting Agreement, the SEC or applicable securities laws. Motorola and Freescale will also cooperate in preparing, filing with the SEC and causing to become effective a registration statement registering the Freescale Class A Common Stock under the Exchange Act, and any registration statements or amendments thereto 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 Distribution or the other transactions contemplated by this Agreement and the Ancillary Agreements.
(b) Freescale and Motorola will enter into the Underwriting Agreement, in form and substance reasonably satisfactory to each party, and each party will comply with its respective obligations thereunder.
(c) Freescale will use its commercially reasonable efforts to take all such action as may be necessary or appropriate under applicable state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the IPO.
(d) Freescale will prepare, file and use commercially reasonable efforts to seek to make effective, an application for listing of the Freescale Class A Common Stock to be issued in the IPO on the New York Stock Exchange, subject to official notice of issuance.
(e) Freescale will participate in the preparation of materials and presentations that Motorola and the Underwriters will deem necessary or desirable.
(f) Freescale will cooperate in all respects with Motorola in connection with the pricing and timing of the Freescale Class A Common Stock to be issued in the IPO and will, at Motorola’s direction, promptly take any and all actions necessary or desirable to consummate the IPO as contemplated by the IPO Registration Statement and the Underwriting Agreement.
Transactions Prior to the IPO. Subject to the occurrence of the events described in this Article III, the Parties intend to consummate the IPO and to take, or cause to be taken, the actions specified in this Section 3.1.
Transactions Prior to the IPO. Subject to Section 2.5 and the conditions specified in Section 2.4, UtiliCorp and Aquila 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 2.1:
Transactions Prior to the IPO. Subject to the occurrence of the events described in this Article II, Retail Ventures and DSW intend to consummate the IPO and to take, or cause to be taken, the actions specified in this Section 2.1.
Transactions Prior to the IPO. Subject to the occurrence of the events described in this ARTICLE II, SAP intends to cause Qualtrics to consummate the IPO and take, or cause to be taken, the actions specified in this Section 2.1.
Transactions Prior to the IPO. Subject to the ----------------------------- conditions specified in Section 3.4, Parent and Technologies shall use their ----------- reasonable best efforts to take all actions necessary to consummate the IPO.
Transactions Prior to the IPO. Subject to the occurrence of the events described in Section 3.4, ALLETE and ADESA currently intend to consummate the IPO and to take, or cause to be taken, the actions specified in this Section 3.1.
Transactions Prior to the IPO. Subject to the conditions specified in Section 3.3, Millipore and MMI 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
Transactions Prior to the IPO. Subject to the conditions set forth in Section 3.3, each of the parties shall use all commercially reasonable efforts to consummate the IPO. Such efforts shall include the following:
