Common use of Transactions Prior to the IPO Clause in Contracts

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 conditions hereof, Motorola Agilent and Freescale Verigy will use their commercially reasonable efforts to consummate the IPO, including, without limitation, by taking the actions specified in this Section 3.14.1. (a) Freescale Verigy 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 Agilent and Freescale Verigy will also cooperate in preparing, filing with the SEC and causing to become effective a registration statement registering the Freescale Class A Common Stock Verigy Ordinary Shares 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 AgreementsTransaction Documents. (b) Freescale and Motorola Verigy will enter into the Underwriting Agreement, in form and substance reasonably satisfactory to each partyVerigy, and each party Verigy will comply with its respective obligations thereunder. (c) Freescale Verigy 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 Verigy will prepare, file and use commercially reasonable efforts to seek to make effective, an application for listing of the Freescale Class A Common Stock Verigy Ordinary Shares to be issued in the IPO on the New York Stock ExchangeNasdaq National Market, subject to official notice of issuance. (e) Freescale Verigy and Agilent will participate in the preparation of materials and presentations that Motorola Agilent, Verigy and the Underwriters will may deem necessary or desirable. (f) Freescale Verigy will cooperate in all respects with Motorola Agilent in connection with the pricing and timing of the Freescale Class A Common Stock Verigy Ordinary Shares to be issued in the IPO and will, at Motorola’s Agilent'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 conditions hereof, Motorola Agilent and Freescale Verigy will use their commercially reasonable efforts to consummate the IPO, including, without limitation, by taking the actions specified in this Section 3.14.1. (a) Freescale Verigy 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 Agilent and Freescale Verigy will also cooperate in preparing, filing with the SEC and causing to become effective a registration statement registering the Freescale Class A Common Stock Verigy Ordinary Shares 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 AgreementsTransaction Documents. (b) Freescale and Motorola Verigy will enter into the Underwriting Agreement, in form and substance reasonably satisfactory to each partyVerigy, and each party Verigy will comply with its respective obligations thereunder. (c) Freescale Verigy 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 Verigy will prepare, file and use commercially reasonable efforts to seek to make effective, an application for listing of the Freescale Class A Common Stock Verigy Ordinary Shares to be issued in the IPO on the New York Stock ExchangeNasdaq National Market, subject to official notice of issuance. (e) Freescale Verigy and Agilent will participate in the preparation of materials and presentations that Motorola Agilent, Verigy and the Underwriters will may deem necessary or desirable. (f) Freescale Verigy will cooperate in all respects with Motorola Agilent in connection with the pricing and timing of the Freescale Class A Common Stock Verigy Ordinary Shares to be issued in the IPO and will, at MotorolaAgilent’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.