Cooperation Prior to the Distribution. As promptly as practicable after the date hereof and prior to the Distribution Date:
(a) Subject to the provisions of paragraph (b) below, the Company and Spinco shall prepare an Information Statement (which shall set forth appropriate disclosure concerning Spinco and the Spinco Companies, the Spinco Business, the Distribution and certain other matters) and Spinco shall file with the SEC the Form 10 (which shall include or incorporate by reference the Information Statement). The Company and Spinco shall use their respective reasonable efforts to cause the Form 10 to be declared effective under the Exchange Act or, if either the Company or Parent reasonably determines that the Distribution may not be effected without registering the Spinco Common Stock pursuant to the Securities Act, the Company shall use its best efforts to cause the Spinco Common Stock to be registered pursuant to the Securities Act and thereafter effect the Distribution in accordance with the terms of this Agreement, including, without limitation, by preparing and filing on an appropriate form of registration statement under the Securities Act covering the Spinco Common Stock and using its best efforts to cause such registration statement to be declared effective. Following the effectiveness of such Form 10 (or registration statement, as the case may be), the Company shall mail the Information Statement to the holders of the Company Common Stock.
(b) Before filing with the SEC the Form 10, or the registration statement referred to in Section 3.1(a), as the case may be, or any amendments or supplements thereto, the Company shall furnish to Parent (or Parent's counsel) copies of all such documents proposed to be filed, in order to give Parent (or Parent's counsel) sufficient time to review such documents, and such documents may thereafter be filed subject to any timely and reasonable comments of Parent (or Parent's counsel). On or prior to the Offer Purchase Date, the Company shall (i) deliver to Parent (or Parent's counsel) promptly, following the receipt thereof, copies of all written communications between the Company and the SEC relating to either the Information Statement or the Form 10 (or the registration statement referred to in Section 3.1(a), as the case may be), and (ii) advise Parent (or Parent's counsel) promptly of, and provide Parent (or Parent's counsel) with the opportunity to participate in (to the extent reasonably practicable), all telephonic and other non-written commu...
Cooperation Prior to the Distribution. (a) L-3 and Spinco shall prepare, and L-3 shall mail to the holders of L-3 Common Stock, the Information Statement, which shall set forth appropriate disclosure concerning Spinco, the Distribution and any other appropriate matters. L-3 and Spinco shall also prepare, and Spinco shall file with the Commission, the Form 10, which shall include the Information Statement. L-3 and Spinco shall use commercially reasonable efforts to cause the Form 10 to become effective under the Exchange Act.
(b) L-3 shall cause L-3 Corp, as the sole shareholder of Spinco, to approve and adopt the Spinco employee benefit plans contemplated by the Employee Matters Agreement and L-3 and Spinco shall cooperate in preparing, filing with the Commission under the Securities Act and causing to become effective not later than the Distribution Date any registration statements or amendments thereto that are appropriate to reflect the establishment of or amendments to any employee benefit plan of Spinco contemplated by the Employee Matters Agreement, including a Form S-8 with respect thereto.
(c) Spinco shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement or any Ancillary Agreement.
(d) Spinco shall prepare, file, and use all reasonable efforts to cause to be approved prior to the Record Date, the application to permit listing of the Spinco Common Stock on the NYSE.
Cooperation Prior to the Distribution. (a) LTC and Healthcare shall cooperate in preparing, filing with the Commission and causing to become effective any registration statements or amendments thereof which are appropriate to reflect the establishment of, or amendments to, any employee benefit plans and other plans contemplated by the Administrative Services Agreement.
(b) LTC and Healthcare shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement and the Related Agreements.
(c) LTC and Healthcare shall use all reasonable efforts to obtain any third-party consents or approvals necessary or desirable in connection with the transactions contemplated hereby ("Consents").
(d) LTC and Healthcare will use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary or desirable under applicable law, to consummate the transactions contemplated under this Agreement and the Related Agreements.
Cooperation Prior to the Distribution. (a) PEC and Patriot shall prepare, and PEC shall mail to the holders of PEC Common Stock, the Information Statement, which shall set forth appropriate disclosure concerning Patriot, the Distribution and any other appropriate matters. PEC and Patriot shall also prepare, and Patriot shall file with the Commission, the Form 10, which shall include the Information Statement. PEC and Patriot shall use commercially reasonable efforts to cause the Form 10 to become effective under the Exchange Act.
(b) PEC shall, as the sole shareholder of Patriot, approve and adopt the Patriot employee benefit plans contemplated by the Employee Matters Agreement and PEC and Patriot shall cooperate in preparing, filing with the Commission under the Securities Act and causing to become effective not later than the Distribution Date any registration statements or amendments thereto that are appropriate to reflect the establishment of or amendments to any employee benefit plan of Patriot contemplated by the Employee Matters Agreement, including without limitation, a Form S-8 with respect thereto.
(c) PEC and Patriot shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement or any Ancillary Agreement.
(d) Patriot shall prepare, file, and use all reasonable efforts to cause to be approved prior to the Record Date, the application to permit listing of the Patriot Common Stock on the New York Stock Exchange.
(e) PEC and Patriot shall take all such actions as may be deemed reasonably necessary to secure a favorable ruling from the IRS that the Distribution is not taxable to PEC or its shareholders pursuant to Section 355 of the Code.
Cooperation Prior to the Distribution. (a) Western Atlas and UNOVA have prepared, and Western Atlas shall mail, prior to the Distribution Date, to the holders of Western Atlas Common Stock, the Information Statement, which shall set forth appropriate disclosure concerning UNOVA, the Distribution and other matters. Western Atlas and UNOVA have prepared, and UNOVA has filed with the Commission, the Form 10, which includes or incorporates by reference the Information Statement. Western Atlas and UNOVA shall use reasonable efforts to cause the Form 10 to become effective under the Exchange Act as soon as practicable.
(b) Western Atlas and UNOVA shall cooperate in preparing, filing with the Commission and causing to become effective any registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans contemplated by the Benefits Agreement.
(c) Western Atlas and UNOVA shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States, in connection with the transactions contemplated by this Agreement.
(d) Western Atlas and UNOVA have prepared, and UNOVA has filed in preliminary form and shall seek to make effective, applications to list the UNOVA Common Stock on the New York Stock Exchange (the "NYSE").
Cooperation Prior to the Distribution. Prior to the Distribution:
(a) Rockwell and the Company will prepare, and Rockwell will mail, promptly after effectiveness of the Form 10 and completion of the Information Statement included therein, to the holders of Rockwell Common Stock, the Information Statement, which will set forth appropriate disclosure concerning the Company, the Distribution and such other matters as Rockwell and the Company may determine. Rockwell and the Company will prepare, and the Company will file with the Commission, the Form 10, which will include or incorporate by reference the Information Statement. The Company will use its reasonable best efforts to cause the Form 10 to become effective under the Exchange Act as soon as practicable following the filing thereof.
(b) Rockwell and the Company will cooperate in preparing, filing with the Commission and causing to become effective any registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans contemplated by the Employee Matters Agreement.
(c) Rockwell and the Company will take all such action as may be necessary or appropriate under the securities or "blue sky" laws of the states or other political subdivisions of the United States and the securities laws of any applicable foreign countries or other political subdivisions thereof in connection with the transactions contemplated by this Agreement.
(d) Rockwell and the Company will cause to be prepared, and the Company will file and use its reasonable best efforts to have approved, an application for approval of listing on Nasdaq of the Semiconductor Common Stock to be distributed in the Distribution.
Cooperation Prior to the Distribution. (a) ERC and Evercel shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement and the Related Agreements.
(b) ERC and Evercel shall use all reasonable efforts to obtain any third-party consents or approvals necessary or desirable in connection with the transactions contemplated hereby ("Consents").
(c) ERC and Evercel will use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary or desirable under applicable law, to consummate the transactions contemplated under this Agreement and the Related Agreements.
Cooperation Prior to the Distribution. Prior to the Distribution:
(a) Conexant and Washington will prepare the Information Statement which will include appropriate disclosure concerning Washington, its business, operations and management, the Contribution, the Distribution and such other matters as Conexant and Washington may determine and as may be required by law. Conexant will mail to the holders of Conexant Common Stock and the Conexant Series B Preferred Stock the Information Statement prior to the Distribution.
(b) Conexant and Washington will take all such action as may be necessary or appropriate under the securities or "blue sky" laws of the states or other political subdivisions of the United States and the securities laws of any applicable foreign countries or other political subdivisions thereof in connection with the transactions contemplated by this Agreement.
Cooperation Prior to the Distribution. (a) Franchising and Choice shall cooperate in preparing, filing with the Commission and causing to become effective any registration statements or amendments thereof which are appropriate to reflect the establishment of, or amendments to, any employee benefit plans and other plans contemplated by the Employee Benefits Allocation Agreement.
(b) Franchising and Choice shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement and the Related Agreements.
(c) Franchising and Choice shall use all reasonable efforts to obtain any third-party consents or approvals necessary or desirable in connection with the transactions contemplated hereby ("Consents") . --------
(d) Franchising and Choice will use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary or desirable under applicable law, to consummate the transactions contemplated under this Agreement and the Related Agreements.
Cooperation Prior to the Distribution. (a) Lakes and Company shall cooperate in preparing, filing with the SEC and causing to become effective any registration statements or amendments thereof which are appropriate to reflect the establishment of, or amendments to, any employee benefit plans, and other plans contemplated by the Employee Benefits Allocation Agreement.
(b) Lakes and Company shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in connection with the transactions contemplated by this Agreement and the Related Agreements.
(c) Lakes and Company shall use all reasonable best efforts to obtain any governmental or third-party consents or approvals necessary or desirable in connection with the transactions contemplated hereby, including, without limitation, pursuant to the Gaming Laws ("Consents").
(d) Lakes and Company will use all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary or desirable under applicable law, to consummate the transactions contemplated under this Agreement and the Related Agreements including, but not limited to, actions relating to the satisfaction of the conditions indicated in Section 4.02 hereof.
