Common use of Transactions Prior to the IPO Clause in Contracts

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. (a) Subject to the terms conditions specified in Section 3.3, Sunoco and conditions hereof, each of Xxxx Foods and WhiteWave SunCoke shall use commercially their reasonable best efforts to consummate the IPO. Such actions shall include, including by taking the actions but not necessarily be limited to, those specified in this Section 3.1. (ab) WhiteWave SunCoke shall file the IPO Registration Statement, and such amendments or supplements to the IPO Registration Statement thereto, as may be necessary in order to cause the IPO Registration Statement same to become and remain effective as required by applicable Law or by the UnderwritersUnderwriting Agreement, including including, but not limited to, filing such amendments and supplements thereto to the IPO Registration Statement as may be required by the Underwriting Agreement, the SEC or applicable federal, state or foreign securities Laws. Xxxx Foods Sunoco and WhiteWave SunCoke shall also cooperate in preparing, filing with the SEC and causing to become effective a registration statement registering the WhiteWave Class A SunCoke Common Stock under the Exchange Act, and any registration statements or amendments thereto 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 DocumentsAgreements. (bc) WhiteWave Sunoco and SunCoke shall enter into the Underwriting Agreement, in form and substance reasonably satisfactory to WhiteWave, Sunoco and WhiteWave shall comply with its obligations thereunder. (cd) WhiteWave Sunoco and SunCoke shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (e) SunCoke shall use commercially its reasonable best efforts to take all such action as may be necessary or appropriate under applicable state securities and blue sky Laws laws of the United States (and any comparable Laws under any foreign jurisdictions) in connection with the IPO. (df) WhiteWave SunCoke shall prepare, file and use commercially reasonable best efforts to seek to make effective, an application for listing of the WhiteWave Class A SunCoke Common Stock to be issued in the IPO on The New York Stock Exchangethe NYSE, subject to official notice of issuance. (eg) WhiteWave SunCoke shall participate in the preparation of materials and presentations that Xxxx Foods and as Sunoco or the Underwriters may shall deem necessary or desirable. (fh) WhiteWave Other than the SEC registration fee and the FINRA fee, which were paid by SunCoke, Sunoco shall cooperate in pay all respects with Xxxx Foods in connection with third-party costs, fees and expenses relating to the pricing and timing IPO, all of the issuance reimbursable expenses of the WhiteWave Class A Common Stock Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters’ discount as provided 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. (a) Subject to the terms conditions specified in Section 2.6, CCI and conditions hereof, each of Xxxx Foods and WhiteWave uBid shall use commercially their reasonable best efforts to consummate the IPO. Such actions shall include, including by taking the actions but not necessarily be limited to, those specified in this Section 3.12.1. (ab) WhiteWave uBid shall file the IPO Registration Statement, and such amendments or supplements to the IPO Registration Statement thereto, as may be necessary in order to cause the IPO Registration Statement same to become and remain effective as required by applicable Law law or by the Underwriters, including including, but not limited to, filing such amendments and supplements thereto to the IPO Registration Statement as may be required by the Underwriting Agreement, the SEC Commission or applicable federal, state or foreign securities Lawslaws. Xxxx Foods CCI and WhiteWave uBid shall also cooperate in preparing, filing with the SEC Commission and causing to become effective a registration statement registering the WhiteWave Class A uBid Common Stock under the Exchange Act, and any registration statements or amendments thereto 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 Distribution or the other transactions contemplated by this Agreement and the Ancillary DocumentsAgreements. (bc) WhiteWave uBid and CCI shall enter into the Underwriting Agreement, in form and substance reasonably satisfactory to WhiteWave, uBid and WhiteWave CCI and shall comply with its respective obligations thereunder. (cd) WhiteWave CCI and uBid shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (e) uBid shall use commercially its reasonable best efforts to take all such action as may be necessary or appropriate under applicable state securities and blue sky Laws laws of the United States (and any comparable Laws laws under any foreign jurisdictions) in connection with the IPO. (df) WhiteWave uBid shall prepare, file and use commercially reasonable best efforts to seek to make effective, an application for listing of the WhiteWave Class A uBid Common Stock to be issued in the IPO on The New York the NASDAQ Stock ExchangeMarket, subject to official notice of issuance. (eg) WhiteWave uBid shall participate in the preparation of materials and presentations that Xxxx Foods and as the Underwriters may shall deem necessary or desirable. (fh) WhiteWave uBid shall cooperate in pay all respects with Xxxx Foods in connection with third party costs, fees and expenses relating to the pricing and timing IPO, all of the issuance reimbursable expenses of the WhiteWave Class A Common Stock Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters' discount as provided 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 terms conditions specified in Section 3.3, Parent and conditions hereof, each of Xxxx Foods and WhiteWave the Company shall use commercially their reasonable best efforts to consummate the IPOIPO of shares of Class A Common Stock, including by without limitation, taking the actions specified in this Section 3.1.following actions: (a) WhiteWave The Company shall file such amendments or supplements to the IPO Registration Statement Statement, as may be necessary in order to cause the IPO Registration Statement same 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 AgreementAgreements, the SEC Commission or applicable federal, state or foreign securities Lawslaws. Xxxx Foods Parent and WhiteWave the Company shall also cooperate in preparing, preparing and filing with the SEC Commission 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 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 DocumentsAgreements. (b) WhiteWave Parent and the Company shall enter into the Underwriting AgreementAgreements, in form and substance reasonably satisfactory to WhiteWave, the Company and WhiteWave shall comply with its their obligations thereunder. (c) WhiteWave Parent and the Company shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (d) The Company shall use commercially its reasonable best efforts to take all such action as may be necessary or appropriate under applicable state securities and blue sky Laws laws of the United States (and any comparable Laws laws under any foreign jurisdictions) in connection with the IPO. (de) WhiteWave The Company shall prepare, file and use commercially reasonable best 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 the New York Stock ExchangeExchange ("NYSE"), subject to official notice of issuance. (ef) WhiteWave The Company shall participate in the preparation of materials and presentations that Xxxx Foods and as the Underwriters may shall deem necessary or desirable. (fg) WhiteWave The Company shall cooperate in pay all respects with Xxxx Foods in connection with third party costs, fees and expenses relating to the pricing and timing IPO, all of the issuance reimbursable expenses of the WhiteWave Underwriters pursuant to the Underwriting Agreements, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters' discount as provided in the Underwriting Agreements. (h) The Company shall repay outstanding amounts owed to Resources and an Affiliate of Parent by issuing Class A Common Stock in the IPO and shall, at Xxxx Foods’ direction, promptly take any and all actions necessary or desirable as payment to consummate the IPO such parties as contemplated by the IPO Registration Statement and the Underwriting Agreementset forth on SCHEDULE 2.1 hereto. (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 terms and conditions hereof, each of Xxxx Foods Daisytek International and WhiteWave PFSweb shall use commercially their reasonable best efforts to consummate the IPO, including by taking the . Such actions shall include those specified in this Section 3.12.1. (a) WhiteWave PFSweb shall file the IPO Registration Statement, and such amendments or supplements to the IPO Registration Statement thereto, as may be necessary in order to cause the IPO Registration Statement same to become and remain effective as required by applicable Law law or by the Underwriters, including including, but not limited to, filing such amendments and supplements thereto to the IPO Registration Statement as may be required by the Underwriting Agreement, the SEC or applicable federal, state or foreign securities Lawslaws. Xxxx Foods Daisytek International and WhiteWave PFSweb shall also cooperate in preparing, filing with the SEC and causing to become effective a registration statement registering the WhiteWave Class A PFSweb Common Stock under the Exchange Act, and any registration statements or amendments thereto 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 Distribution or the other transactions contemplated by this Agreement and the Ancillary DocumentsAgreements. (b) WhiteWave PFSweb and Daisytek International shall enter into the Underwriting Agreement, in form and substance reasonably satisfactory to WhiteWave, them and WhiteWave each shall comply with its respective obligations thereunder. (c) WhiteWave Daisytek International and PFSweb shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (d) PFSweb shall use commercially its reasonable best efforts to take all such action as may be necessary or appropriate under applicable state securities and blue sky Laws laws of the United States (and any comparable Laws laws under any foreign jurisdictions) in connection with the IPO. (de) WhiteWave PFSweb shall prepare, file and use commercially reasonable best efforts to seek to make effective, an application for listing of the WhiteWave Class A PFSweb Common Stock to be issued in the IPO on The New York Stock Exchangethe NASDAQ National Market, subject to official notice of issuance. (ef) WhiteWave PFSweb shall participate in the preparation of materials and presentations that Xxxx Foods and as the Underwriters may shall 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 terms conditions specified in Section 4.4, REI and conditions hereof, each of Xxxx Foods and WhiteWave Resources shall use commercially their reasonable commercial efforts to consummate the IPO. Such efforts shall include, including by taking the actions but not necessarily be limited to, those specified in this Section 3.1.4.1: (a) WhiteWave shall file such amendments or supplements to Resources has filed the IPO Registration Statement as may be necessary in order Statement, and shall use its best efforts to cause the such IPO Registration Statement to become and remain effective as required by applicable Law or by the Underwriterseffective, including by filing such amendments and supplements thereto as may be required necessary or appropriate, responding promptly to any comments of the Commission and taking such other action in that connection as may be reasonably requested by the Underwriting Agreement, the SEC or applicable securities LawsREI. Xxxx Foods REI and WhiteWave Resources shall also cooperate in preparing, filing with the SEC Commission and causing to become effective a registration statement registering the WhiteWave Class A Resources Common Stock under the Exchange Act, and any registration statements or amendments thereto 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 Restructuring, the Distribution or the other transactions contemplated by this Agreement and the Ancillary DocumentsAgreement. (b) WhiteWave Resources shall enter into an underwriting agreement with the underwriters named in the IPO Registration Statement (the "Underwriting Agreement"), in form and substance reasonably satisfactory to WhiteWaveResources, and WhiteWave shall comply with its obligations thereunder. (c) WhiteWave REI and Resources shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (d) Resources shall use commercially its reasonable commercial efforts to take all such action as may be necessary or appropriate under applicable state securities and blue sky Laws laws of the United States (and any comparable Laws laws under any foreign jurisdictions) in connection with the IPO. (de) WhiteWave Resources shall prepare, file and use commercially reasonable commercial efforts to seek to make effective, an application for listing of the WhiteWave Class A Resources Common Stock to be issued in the IPO on The New York Stock Exchangethe NYSE, 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 terms conditions specified in Section 4.4, Halliburton and conditions hereof, each of Xxxx Foods and WhiteWave KBR shall use commercially their reasonable best efforts to consummate the IPOIPO on or before November 30, including by taking the actions 2006. Such efforts shall include, but not necessarily be limited to, those specified in this Section 3.1.4.1 (to the extent not previously accomplished): (a) WhiteWave KBR has filed the IPO Registration Statement, and shall file use its reasonable best efforts to cause such IPO Registration Statement to become effective, including by filing such amendments thereto as may be necessary or supplements appropriate, responding promptly to any comments of the Commission and taking such other action with respect to the IPO Registration Statement as may be necessary in order to cause the IPO Registration Statement to become reasonably requested by Halliburton. Halliburton 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 KBR shall also cooperate in preparing, filing with the SEC Commission and causing to become effective a registration statement registering the WhiteWave Class A KBR Common Stock under the Exchange Act, and any information statement or registration statements statement 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, any Prior Transfers, the Distribution Separation or the other transactions contemplated by this Agreement and the Ancillary DocumentsAgreement. (b) WhiteWave KBR shall enter into an underwriting agreement with the Underwriters (the “Underwriting Agreement”), in form and substance reasonably satisfactory to WhiteWaveHalliburton, and WhiteWave shall comply with its obligations thereunder. (c) WhiteWave Halliburton and KBR shall use commercially reasonable efforts consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO, it being understood that decisions on such matters may be dictated by Halliburton in its sole discretion. (d) KBR shall take all such action as may be necessary or appropriate under applicable state securities and blue sky Laws laws of the United States (and any comparable Laws laws under any foreign jurisdictions) in connection with the IPO. (de) WhiteWave KBR shall prepare, file and use commercially reasonable best efforts to seek to make effective, an application for listing of the WhiteWave Class A KBR Common Stock to be issued in the IPO on The New York Stock Exchangethe NYSE, 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 terms conditions specified in Section 4.3, Transocean, Transocean Holdings and conditions hereof, each of Xxxx Foods and WhiteWave TODCO shall use commercially their reasonable commercial efforts to consummate the IPO. Such efforts shall include, including by taking the actions but not necessarily be limited to, those specified in this Section 3.1.4.1 (to the extent not previously accomplished): (a) WhiteWave shall file such amendments or supplements to TODCO has filed the IPO Registration Statement as may be necessary in order Statement, and shall use its best efforts to cause the such IPO Registration Statement to become and remain effective as required by applicable Law or by the Underwriterseffective, including by filing such amendments and supplements thereto as may be required necessary or appropriate, responding promptly to any comments of the Commission and taking such other action in that connection as may be reasonably requested by the Underwriting AgreementTransocean. Transocean, the SEC or applicable securities Laws. Xxxx Foods Transocean Holdings and WhiteWave TODCO shall also cooperate in preparing, filing with the SEC Commission and causing to become effective a registration statement registering the WhiteWave Class A TODCO Common Stock under the Exchange Act, and any registration statements or amendments thereto 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, any Prior Transfers, the Distribution Separation or the other transactions contemplated by this Agreement and the Ancillary DocumentsAgreement. (b) WhiteWave TODCO, Transocean Holdings and Transocean shall enter into an underwriting agreement with the underwriters named in the IPO Registration Statement (the "Underwriting Agreement"), in form and substance reasonably satisfactory to WhiteWaveTransocean, and WhiteWave shall comply with its obligations thereunder. (c) WhiteWave Transocean, Transocean Holdings and TODCO shall use commercially reasonable efforts consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO, it being understood that decisions on such matters may be dictated by Transocean in its sole discretion. (d) TODCO shall take all such action as may be necessary or appropriate under applicable state securities and blue sky Laws laws of the United States (and any comparable Laws laws under any foreign jurisdictions) in connection with the IPO. (de) WhiteWave TODCO shall prepare, file and use commercially reasonable efforts to seek to make effective, an application for listing of the WhiteWave TODCO Class A Common Stock to be issued in the IPO on The New York Stock Exchangethe NYSE, 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. (a) Subject to the terms conditions specified in Section 3.3, Penford and conditions hereof, each of Xxxx Foods and WhiteWave Penwest shall use commercially their reasonable best efforts to consummate the IPO. Such actions shall include, including by taking the actions but not necessarily be limited to, those specified in this Section 3.1. (ab) WhiteWave Penwest shall file the Registration Statement, and such amendments or supplements to the IPO Registration Statement thereto, as may be necessary in order to cause the IPO Registration Statement same to become and remain effective as required by applicable Law law or by the Underwriters, including including, but not limited to, filing such amendments and supplements thereto to the Registration Statement as may be required by the Underwriting Agreement, the SEC Commission or applicable federal or state securities Lawslaws. Xxxx Foods Penford and WhiteWave Penwest shall also cooperate in preparing, filing with the SEC Commission and causing to become effective a registration statement registering the WhiteWave Class A Penwest Common Stock under the Exchange Act, and any registration statements or amendments thereto 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 Separation, the IPO, the Distribution or the other transactions contemplated by this Agreement and the Ancillary Documentsor any other agreement or document contemplated by this Agreement or otherwise. (bc) WhiteWave Penwest and Penford shall enter into the Underwriting Agreement, in form and substance reasonably satisfactory to WhiteWave, them and WhiteWave shall comply with its obligations thereunder. (cd) WhiteWave Penford and Penwest shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (e) Penwest shall use commercially its reasonable best efforts to take all such action as may be necessary or appropriate under applicable state securities and blue sky Laws laws of the United States (and any comparable Laws laws under any foreign jurisdictions) in connection with the IPO. (df) WhiteWave Penwest shall prepare, file and use commercially reasonable best efforts to seek to make effective, an application for listing of the WhiteWave Class A Penwest Common Stock to be issued in the IPO on The New York Stock Exchangethe Nasdaq National Market, subject to official notice of issuance. (eg) WhiteWave Penwest shall participate in the preparation of materials and presentations that Xxxx Foods and as the Underwriters may shall deem necessary or desirable. (fh) WhiteWave Penwest shall cooperate in pay all respects with Xxxx Foods in connection with third party costs, fees and expenses relating to the pricing and timing IPO, all of the issuance reimbursable expenses 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 Underwriters pursuant to consummate the IPO as contemplated by the IPO Registration Statement and the Underwriting Agreement, and all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, and shall reimburse Penford for any such costs, fees and expenses to the extent paid by Penford. (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 terms conditions specified in Section 4.4, Forest and conditions hereof, each of Xxxx Foods and WhiteWave Lone Pine shall use commercially their reasonable best efforts to consummate the IPO. Such efforts shall include, including by taking the actions but not necessarily be limited to, those specified in this Section 3.1.4.1 (to the extent not previously accomplished): (a) WhiteWave Lone Pine has filed the IPO Registration Statement, and shall file use its reasonable best efforts to cause such IPO Registration Statement to become effective, including by filing such amendments thereto as may be necessary or supplements appropriate, responding promptly to any comments of the Commission, and taking such other action with respect to the IPO Registration Statement as may be necessary in order to cause the IPO Registration Statement to become reasonably requested by Forest. Forest 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 Lone Pine shall also cooperate in preparing, filing with the SEC Commission, and causing to become effective a registration statement registering the WhiteWave Class A Lone Pine Common Stock under the Exchange Act, and any registration statements statement or amendments thereto which are required to reflect the establishment of, or amendments to, any employee benefit benefit, and other plans necessary or appropriate in connection with the IPO, the Distribution Separation or the other transactions contemplated by this Agreement and the Ancillary DocumentsAgreement. (b) WhiteWave Lone Pine has filed the preliminary and final Canadian Prospectus and receipts therefore have been issued or are deemed to have been issued by each of the Canadian Authorities. (c) Lone Pine shall enter have entered into an underwriting agreement with the Underwriters (the “Underwriting Agreement”), in form and substance reasonably satisfactory to WhiteWaveForest, and WhiteWave shall comply with its obligations thereunder. (cd) WhiteWave Forest and Lone Pine shall use commercially reasonable efforts consult with each other and the Underwriters regarding the timing, pricing, and other material matters with respect to the IPO, it being understood that decisions on such matters may be dictated by Forest in its sole discretion. (e) Lone Pine shall take all such action as may be necessary or appropriate under applicable state securities and blue sky Laws laws of the United States (and any comparable Laws laws under any foreign jurisdictionsjurisdictions other than Canada or the United States) in connection with the IPO. (df) WhiteWave Lone Pine shall prepare, file file, and use commercially reasonable best efforts to seek to make effective, an application for listing of the WhiteWave Class A Lone Pine Common Stock to be issued in the IPO on The New York Stock Exchangethe NYSE and the TSX, in each case subject to official notice of issuanceissuance and filing of customary final documentation. (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 terms conditions specified in Section 3.3, PC Mall and conditions hereof, each of Xxxx Foods and WhiteWave eCOST shall use their commercially reasonable efforts to consummate the IPO. Such actions shall include, including by taking the actions but not necessarily be limited to, those specified in this Section 3.1. (a) WhiteWave . eCOST shall file such amendments or supplements to the IPO Registration Statement as may be necessary in order to cause the IPO Registration Statement same to become and remain effective as required by applicable Law law or by the Underwriters, including including, but not limited to, filing such amendments and supplements thereto to the IPO Registration Statement as may be required by the Underwriting Agreement, the SEC or applicable federal, state or foreign securities Lawslaws. Xxxx Foods PC Mall and WhiteWave eCOST shall also cooperate in preparing, filing with the SEC and causing to become effective a registration statement registering the WhiteWave Class A eCOST 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 or the Ancillary DocumentsAgreements. (ba) WhiteWave eCOST shall enter into the Underwriting Agreement, in form and substance reasonably satisfactory to WhiteWave, eCOST and WhiteWave PC Mall and shall comply with its obligations thereunder. (b) PC Mall and eCOST shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (c) WhiteWave eCOST shall use commercially reasonable efforts to take all such action as may be necessary or appropriate under applicable state securities and blue sky Laws laws of the United States (and any comparable Laws laws under any foreign jurisdictions) in connection with the IPO. (d) WhiteWave eCOST shall prepare, file and use commercially reasonable efforts to seek to make effective, an application for listing of the WhiteWave Class A eCOST Common Stock to be issued in the IPO on The New York Stock Exchangethe Nasdaq National Market, subject to official notice of issuance. (e) WhiteWave eCOST shall participate in the preparation of materials and presentations that Xxxx Foods and as the Underwriters may shall deem necessary or desirable. (f) WhiteWave eCOST shall cooperate in pay all respects with Xxxx Foods in connection with third party costs, fees and expenses relating to the pricing and timing IPO, all of the issuance reimbursable expenses of the WhiteWave Class A Common Stock Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters’ discount as provided 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. (a) Subject to the terms conditions specified in Section 3.6, AT&T and conditions hereof, each of Xxxx Foods and WhiteWave Lucent shall use commercially their reasonable best efforts to consummate the IPO. Such actions shall include, including by taking the actions but not necessarily be limited to, those specified in this Section 3.1. (ab) WhiteWave Lucent shall file the IPO Registration Statement, and such amendments or supplements to the IPO Registration Statement thereto, as may be necessary in order to cause the IPO Registration Statement same to become and remain effective as required by applicable Law law or by the Underwriters, including including, but not limited to, filing such amendments and supplements thereto to the IPO Registration Statement as may be required by the Underwriting Agreement, the SEC Commission or applicable federal, state or foreign securities Lawslaws. Xxxx Foods AT&T and WhiteWave Lucent shall also cooperate in preparing, filing with the SEC Commission and causing to become effective a registration statement registering the WhiteWave Class A Lucent Common Stock under the Exchange Act, and any registration statements or amendments thereto 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 DocumentsAgreements. (bc) WhiteWave Lucent shall enter into the Underwriting Agreement, in form and substance reasonably satisfactory to WhiteWave, Lucent and WhiteWave shall comply with its obligations thereunder. (cd) WhiteWave AT&T and Lucent shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (e) Lucent shall use commercially its reasonable best efforts to take all such action as may be necessary or appropriate under applicable state securities and blue sky Laws laws of the United States (and any comparable Laws laws under any foreign jurisdictions) in connection with the IPO. (df) WhiteWave Lucent shall prepare, file and use commercially reasonable best efforts to seek to make effective, an application for listing of the WhiteWave Class A Lucent Common Stock to be issued in the IPO on The New York Stock Exchangethe NYSE, subject to official notice of issuance. (eg) WhiteWave Lucent shall participate in the preparation of materials and presentations that Xxxx Foods and as the Underwriters may shall deem necessary or desirable. (fh) WhiteWave Lucent shall cooperate in pay all respects with Xxxx Foods in connection with third party costs, fees and expenses relating to the pricing and timing IPO, all of the issuance reimbursable expenses of the WhiteWave Class A Common Stock Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters' discount as provided 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. (a) Subject to the terms conditions specified in Section 3.3, HBIO and conditions hereof, each of Xxxx Foods and WhiteWave HXXX shall use commercially their reasonable best efforts to consummate the IPO. Such actions shall include, including by taking the actions but not necessarily be limited to, those specified in this Section 3.1. (ab) WhiteWave HXXX shall file such amendments or supplements to the IPO Registration Statement as may be necessary in order to cause the IPO Registration Statement same to become and remain effective as required by applicable Law or by the UnderwritersUnderwriting Agreement, including including, but not limited to, filing such amendments and supplements thereto to the IPO Registration Statement as may be required by the Underwriting Agreement, the SEC or applicable federal, state or foreign securities Laws. Xxxx Foods HBIO and WhiteWave HXXX shall also cooperate in preparing, filing with the SEC and causing to become effective a registration statement registering the WhiteWave Class A HXXX Common Stock under the Exchange Act, and any registration statements or amendments thereto 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 DocumentsAgreements. (bc) WhiteWave HXXX shall enter into the Underwriting Agreement, in form and substance reasonably satisfactory to WhiteWave, HXXX and WhiteWave shall comply with its obligations thereunder. (cd) WhiteWave HBIO and HXXX shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (e) HXXX shall use commercially its reasonable best efforts to take all such action as may be necessary or appropriate under applicable state securities and blue sky Laws laws of the United States (and any comparable Laws under any foreign jurisdictions) in connection with the IPO. (df) WhiteWave HXXX shall prepare, file and use commercially reasonable best efforts to seek to make effective, an application for listing of the WhiteWave Class A HXXX Common Stock to be issued in the IPO on The New York Stock Exchangethe NASDAQ, subject to official notice of issuance. (eg) WhiteWave HXXX shall participate in the preparation of materials and presentations that Xxxx Foods and as HBIO or the Underwriters may shall deem necessary or desirable. (fh) WhiteWave shall cooperate in HXXX will pay, or will reimburse HBIO for, all respects with Xxxx Foods in connection with applicable SEC registration fees, FINRA fees, and all other third-party costs, fees and expenses relating to the pricing and timing IPO, all of the issuance reimbursable expenses of the WhiteWave Class A Common Stock Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters’ discount as provided 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 terms conditions specified in Section 3.3, PC Mall and conditions hereof, each of Xxxx Foods and WhiteWave eCOST shall use their commercially reasonable efforts to consummate the IPO. Such actions shall include, including by taking the actions but not necessarily be limited to, those specified in this Section 3.1. (a) WhiteWave . eCOST shall file such amendments or supplements to the IPO Registration Statement as may be necessary in order to cause the IPO Registration Statement same to become and remain effective as required by applicable Law law or by the Underwriters, including including, but not limited to, filing such amendments and supplements thereto to the IPO Registration Statement as may be required by the Underwriting Agreement, the SEC Commission or applicable federal, state or foreign securities Lawslaws. Xxxx Foods PC Mall and WhiteWave eCOST shall also cooperate in preparing, filing with the SEC Commission and causing to become effective a registration statement registering the WhiteWave Class A eCOST Common Stock under the Exchange Act, and any registration statements or amendments thereto 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 Distribution or the other transactions contemplated by this Agreement and the Ancillary DocumentsAgreements. (ba) WhiteWave eCOST shall enter into the Underwriting Agreement, in form and substance reasonably satisfactory to WhiteWave, eCOST and WhiteWave PC Mall and shall comply with its obligations thereunder. (b) PC Mall and eCOST shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (c) WhiteWave eCOST shall use commercially reasonable efforts to take all such action as may be necessary or appropriate under applicable state securities and blue sky Laws laws of the United States (and any comparable Laws laws under any foreign jurisdictions) in connection with the IPO. (d) WhiteWave eCOST shall prepare, file and use commercially reasonable efforts to seek to make effective, an application for listing of the WhiteWave Class A eCOST Common Stock to be issued in the IPO on The New York Stock Exchangethe Nasdaq National Market, subject to official notice of issuance. (e) WhiteWave eCOST shall participate in the preparation of materials and presentations that Xxxx Foods and as the Underwriters may shall deem necessary or desirable. (f) WhiteWave eCOST shall cooperate in pay all respects with Xxxx Foods in connection with third party costs, fees and expenses relating to the pricing and timing IPO, all of the issuance reimbursable expenses of the WhiteWave Class A Common Stock Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters’ discount as provided 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. (a) Subject to the terms conditions specified in Section 3.3, AT&T and conditions hereof, each of Xxxx Foods and WhiteWave Lucent shall use commercially their reasonable best efforts to consummate the IPO. Such actions shall include, including by taking the actions but not necessarily be limited to, those specified in this Section 3.1. (ab) WhiteWave Lucent shall file the IPO Registration Statement, and such amendments or supplements to the IPO Registration Statement thereto, as may be necessary in order to cause the IPO Registration Statement same to become and remain effective as required by applicable Law law or by the Underwriters, including including, but not limited to, filing such amendments and supplements thereto to the IPO Registration Statement as may be required by the Underwriting Agreement, the SEC Commission or applicable federal, state or foreign securities Lawslaws. Xxxx Foods AT&T and WhiteWave Lucent shall also cooperate in preparing, filing with the SEC Commission and causing to become effective a registration statement registering the WhiteWave Class A Lucent Common Stock under the Exchange Act, and any registration statements or amendments thereto 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 DocumentsAgreements. (bc) WhiteWave Lucent shall enter into the Underwriting Agreement, in form and substance reasonably satisfactory to WhiteWave, Lucent and WhiteWave shall comply with its obligations thereunder. (cd) WhiteWave AT&T and Lucent shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (e) Lucent shall use commercially its reasonable best efforts to take all such action as may be necessary or appropriate under applicable state securities and blue sky Laws laws of the United States (and any comparable Laws laws under any foreign jurisdictions) in connection with the IPO. (df) WhiteWave Lucent shall prepare, file and use commercially reasonable best efforts to seek to make effective, an application for listing of the WhiteWave Class A Lucent Common Stock to be issued in the IPO on The New York Stock Exchangethe NYSE, subject to official notice of issuance. (eg) WhiteWave Lucent shall participate in the preparation of materials and presentations that Xxxx Foods and as the Underwriters may shall deem necessary or desirable. (fh) WhiteWave Lucent shall cooperate in pay all respects with Xxxx Foods in connection with third party costs, fees and expenses relating to the pricing and timing IPO, all of the issuance reimbursable expenses of the WhiteWave Class A Common Stock Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters' discount as provided 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 terms conditions specified in Section 4.4, Parent and conditions hereof, each of Xxxx Foods and WhiteWave Enova shall use commercially their reasonable best efforts to consummate the IPO. Such efforts shall include, including by taking the actions but not necessarily be limited to, those specified in this Section 3.1.4.1 (to the extent not previously accomplished): (a) WhiteWave Enova has filed the IPO Registration Statement, and shall file use its reasonable best efforts to cause such IPO Registration Statement to become effective, including by filing such amendments thereto as may be necessary or supplements appropriate, responding promptly to any comments of the Commission, and taking such other action with respect to the IPO Registration Statement as may be necessary in order to cause the IPO Registration Statement to become reasonably requested by Parent. Parent 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 Enova shall also cooperate in preparing, filing with the SEC Commission, and causing to become effective a registration statement registering the WhiteWave Class A Enova Common Stock under the Exchange Act, and any registration statements statement or amendments thereto which are required to reflect the establishment of, or amendments to, any employee benefit benefit, and other plans necessary or appropriate in connection with the IPO, the Distribution Separation or the other transactions contemplated by this Agreement and the Ancillary DocumentsAgreement. (b) WhiteWave Enova shall enter into an underwriting agreement with the Underwriters (the “Underwriting Agreement”), in form and substance reasonably satisfactory to WhiteWaveParent, and WhiteWave shall comply with its obligations thereunder. (c) WhiteWave Parent and Enova shall use commercially reasonable efforts consult with each other and the Underwriters regarding the timing, pricing, and other material matters with respect to the IPO, it being understood that decisions on such matters may be dictated by Parent in its sole discretion. (d) Enova shall take all such action as may be necessary or appropriate under applicable state securities and blue sky Laws laws of the United States (and any comparable Laws laws under any foreign jurisdictionsjurisdictions other than the United States) in connection with the IPO. (de) WhiteWave Enova shall prepare, file file, and use commercially reasonable best efforts to seek to make effective, an application for listing of the WhiteWave Class A Enova Common Stock to be issued in the IPO on The New York Stock Exchangethe NYSE, subject only to official notice of issuanceissuance and filing of customary final documentation. (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 terms conditions specified in Section 4.4, Parent and conditions hereof, each of Xxxx Foods and WhiteWave Enova shall use commercially their reasonable best efforts to consummate the IPO. Such efforts shall include, including by taking the actions but not necessarily be limited to, those specified in this Section 3.1.4.1 (to the extent not previously accomplished): (a) WhiteWave Enova has filed the IPO Registration Statement, and shall file use its reasonable best efforts to cause such IPO Registration Statement to become effective, including by filing such amendments thereto as may be necessary or supplements appropriate, responding promptly to any comments of the Commission, and taking such other action with respect to the IPO Registration Statement as may be necessary in order to cause the IPO Registration Statement to become reasonably requested by Parent. Parent 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 Enova shall also cooperate in preparing, filing with the SEC Commission, and causing to become effective a registration statement registering the WhiteWave Class A Enova Common Stock under the Exchange Act, and any registration statements statement or amendments thereto which are required to reflect the establishment of, or amendments to, any employee benefit benefit, and other plans necessary or appropriate in connection with the IPO, the Distribution Separation or the other transactions contemplated by this Agreement and the Ancillary DocumentsAgreement. (b) WhiteWave Enova and Parent shall enter into an underwriting agreement with the Underwriters (the “Underwriting Agreement”), in form and substance reasonably satisfactory to WhiteWaveParent, and WhiteWave shall comply with its obligations thereunder. (c) WhiteWave Parent and Enova shall use commercially reasonable efforts consult with each other and the Underwriters regarding the timing, pricing, and other material matters with respect to the IPO, it being understood that decisions on such matters may be dictated by Parent in its sole discretion. (d) Enova shall take all such action as may be necessary or appropriate under applicable state securities and blue sky Laws laws of the United States (and any comparable Laws laws under any foreign jurisdictionsjurisdictions other than the United States) in connection with the IPO. (de) WhiteWave Enova shall prepare, file file, and use commercially reasonable best efforts to seek to make effective, an application for listing of the WhiteWave Class A Enova Common Stock to be issued in the IPO on The New York Stock Exchangethe NYSE, subject only to official notice of issuanceissuance and filing of customary final documentation. (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 terms conditions specified in Section 4.4, Halliburton and conditions hereof, each of Xxxx Foods and WhiteWave KBR shall use commercially their reasonable best efforts to consummate the IPOIPO on or before ____________, including by taking the actions 2006. Such efforts shall include, but not necessarily be limited to, those specified in this Section 3.1.4.1 (to the extent not previously accomplished): (a) WhiteWave KBR has filed the IPO Registration Statement, and shall file use its reasonable best efforts to cause such IPO Registration Statement to become effective, including by filing such amendments thereto as may be necessary or supplements appropriate, responding promptly to any comments of the Commission and taking such other action with respect to the IPO Registration Statement as may be necessary in order to cause the IPO Registration Statement to become reasonably requested by Halliburton. Halliburton 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 KBR shall also cooperate in preparing, filing with the SEC Commission and causing to become effective a registration statement registering the WhiteWave Class A KBR Common Stock under the Exchange Act, and any information statement or registration statements statement 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, any Prior Transfers, the Distribution Separation or the other transactions contemplated by this Agreement and the Ancillary DocumentsAgreement. (b) WhiteWave KBR shall enter into an underwriting agreement with the Underwriters (the “Underwriting Agreement”), in form and substance reasonably satisfactory to WhiteWaveHalliburton, and WhiteWave shall comply with its obligations thereunder. (c) WhiteWave Halliburton and KBR shall use commercially reasonable efforts consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO, it being understood that decisions on such matters may be dictated by Halliburton in its sole discretion. (d) KBR shall take all such action as may be necessary or appropriate under applicable state securities and blue sky Laws laws of the United States (and any comparable Laws laws under any foreign jurisdictions) in connection with the IPO. (de) WhiteWave KBR shall prepare, file and use commercially reasonable best efforts to seek to make effective, an application for listing of the WhiteWave Class A KBR Common Stock to be issued in the IPO on The New York Stock Exchangethe NYSE, 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.