Xxxxxx Actions. Prior to the Effective Time, Xxxxxx, the board of directors of Xxxxxx and any applicable committee thereof shall take all corporate action necessary to reserve for issuance a number of authorized but unissued shares of Xxxxxx Common Stock sufficient to cover the settlement of the New Xxxxxx Restricted Stock Awards, New Xxxxxx RSU Awards and New Xxxxxx PSU Awards that are converted in accordance with this Section 2.3. Saturn and Xxxxxx shall cooperate in connection with the preparation of registration statements on Form S-8 (or any successor or other appropriate form, including a Form S-1 or Form S-3 in the case of awards held by former employees and service providers of Saturn) with respect to the shares of Xxxxxx Common Stock subject to such awards, in order to file such forms effective as of the Effective Time or, in the event the necessary financial information required for such filings is not filed or able to be filed with the SEC as of the Effective Time, as soon as reasonably practicable following the Effective Time.
Xxxxxx Actions. Prior to the Reverse Split Time, Xxxxxx, the board of directors of Xxxxxx and any applicable committee thereof shall pass resolutions, provide any notices, obtain any consents, make any amendments to the Xxxxxx Plans or Xxxxxx Equity Awards and take such other actions as are necessary and approved by Saturn (such approval not to be unreasonably withheld, delayed or conditioned) to provide for the equitable adjustment of the Xxxxxx Stock Options and Xxxxxx Restricted Stock Awards (collectively, “Xxxxxx Equity Awards”) as contemplated by this Section 2.4.
Xxxxxx Actions. Prior to the Effective Time, Xxxxxx, the board of directors of Xxxxxx and any applicable committee thereof shall take all corporate action necessary to reserve for issuance a number of authorized but unissued shares of Xxxxxx Common Stock sufficient to cover the exercise or settlement of the New Xxxxxx Stock Options, stock appreciation rights granted under a Xxxxxx Plan, New Xxxxxx Restricted Stock Awards, New Xxxxxx RSU Awards and New Xxxxxx PSU Awards that are converted in accordance with this Section 2.3. Rook and Xxxxxx shall cooperate in connection with the preparation of registration statements on Form S-8 (or any successor or other appropriate form, including a Form S-1 or Form S-3 in the case of awards held by former employees and service providers of Rook) with respect to the shares of Xxxxxx Common Stock subject to such awards, in order to file such forms effective as of the Effective Time or, in the event the necessary financial information required for such filings is not filed or able to be filed with the SEC as of the Effective Time, as soon as reasonably practicable following the Effective Time. In addition, Xxxxxx shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such awards remain outstanding.
Xxxxxx Actions. Prior to the Reverse Split Time, Xxxxxx shall pass resolutions, provide any notices, obtain any consents, make any amendments to the Xxxxxx Plans or Xxxxxx Equity Awards and take such other actions as are necessary and approved by Rook (such approval not to be unreasonably withheld, delayed or conditioned) to provide for the equitable adjustment of the Xxxxxx Stock Options, Xxxxxx RSU Awards and Xxxxxx PSU Awards (collectively, “Xxxxxx Equity Awards”) as contemplated by this Section 2.4.
Xxxxxx Actions. Xxxxxx shall take all actions that are necessary for the treatment of L3 Equity Awards pursuant to Section 2.4(a) through Section 2.4(e) and the treatment of Xxxxxx Options, Xxxxxx Restricted Shares, Xxxxxx RSUs, Xxxxxx DSUs and Xxxxxx PSUs (collectively, the “Xxxxxx Equity Awards”) pursuant to Section 2.4(h), including the reservation, issuance and listing of Xxxxxx Common Stock as necessary to effect the transactions contemplated by this Section 2.4. If registration of any plan interests in the L3 Stock Plans or other L3 Benefit Plans or the shares of Xxxxxx Common Stock issuable thereunder is required under the Securities Act of 1933, as amended (the “Securities Act”), Xxxxxx shall file with the Securities and Exchange Commission (the “SEC”) as soon as reasonably practicable on or after the Closing Date a registration statement on Form S‑8 with respect to such interests or Xxxxxx Common Stock, and shall use its reasonable best efforts to maintain the effectiveness of such registration statement for so long as the relevant L3 Stock Plans or other L3 Benefit Plans, as applicable, remain in effect and such registration of interests therein or the shares of Xxxxxx Common Stock issuable thereunder continues to be required. As soon as reasonably practicable after the registration of such interests or shares, as applicable, appropriate notices shall be given to the holders of L3 Equity Awards setting forth such holders’ rights pursuant to the respective L3 Stock Plans and agreements evidencing the grants of such L3 Equity Awards, and stating that such L3 Equity Awards and agreements have been assumed by Xxxxxx and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 2.4 after giving effect to the Merger and the terms of the L3 Stock Plans).
Xxxxxx Actions. Xxxxxx shall take such actions as are reasonably necessary for the conversion of the Stock Options pursuant to this Section 3.3, including the reservation, issuance and listing of Xxxxxx common stock as is necessary to effectuate the transactions contemplated by this Section 3.3. Xxxxxx shall prepare and file with the SEC a registration statement on Form S-8 or other appropriate form, to become effective as of, or within three business days following the Effective Time, with respect to shares of Xxxxxx common stock subject to the Assumed Stock Options, and shall maintain the effectiveness of such registration statement(s) covering such Assumed Stock Options for so long as such Assumed Stock Options remain outstanding.
