Actions in Connection with the Distribution Clause Samples

Actions in Connection with the Distribution. (a) Apergy shall file or cause to be filed such amendments and supplements to the Form 10 as Dover may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Form 10 and Information Statement as may be required by the Commission or federal, state or foreign securities Laws. Dover shall, or at Dover’s election Apergy shall, mail (or deliver by electronic means where not prohibited by Law) to the holders of Dover Common Stock, at such time on or prior to the Distribution Date as Dover shall reasonably determine, the Information Statement included in the Form 10, as well as any other information concerning Apergy, Apergy’s business, operations and management, the Separation and such other matters as Dover shall reasonably determine are necessary and as may be required by Law (or, in lieu of such mailing, shall mail to such holders a Notice of Internet Availability of Information Statement Materials). Promptly after receiving a request from Dover, Apergy shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Dover determines is necessary or desirable to effectuate the Distribution, and Dover and Apergy shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Apergy shall also prepare, file with the Commission and cause to become effective any registration statements or amendments thereof as may be required to effect the establishment of, or amendments to, any employee benefit and other plans or as otherwise necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements, including any transactions related to financings or other credit facilities. (c) Promptly after receiving a request from Dover, Apergy shall prepare and file, and shall use commercially reasonable efforts to have approved and made effective, an application for the original listing on the NYSE of the Apergy Common Stock to be distributed in the Distribution, subject to official notice of distribution. (d) Nothing in this Section 4.3 shall be deemed, by itself, to shift Liability to or otherwise create a Liability for Dover for any portion of the Form 10.

Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Versum shall file such amendments and supplements to the Versum Registration Statement as Air Products may request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Versum Registration Statement as may be required by the Commission or federal, state or foreign securities Laws. Air Products shall, or at Air Products’ election, Versum shall, mail (or deliver by electronic means where not prohibited by Law) to the holders of Air Products Common Stock, at such time on or prior to the Distribution Date as Air Products shall determine, the Information Statement included in the Versum Registration Statement (or a Notice of Internet Availability, if applicable), as well as any other information concerning Versum, its business, operations and management, the transaction contemplated herein and such other matters as Air Products shall determine are necessary and as may be required by applicable Law. Promptly after receiving a request from Air Products, Versum shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Air Products determines is necessary or desirable to effectuate the Distribution, and Air Products and Versum shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Versum shall use commercially reasonable efforts in preparing, filing with the Commission and causing to become effective, as soon as reasonably practicable (but in any case prior to the Separation Time), an effective registration statement or amendments thereof which are required in connection with the establishment of, or amendments to, any employee benefit plans of Versum. (c) To the extent not already approved and effective, Versum shall use commercially reasonable efforts to have approved and made effective, the application for the original listing on the NYSE of the Versum Common Stock to be distributed in the Distribution, subject to official notice of distribution. (d) To the extent not already completed, Versum shall use commercially reasonable efforts to take all necessary actions to effect the issuance of the Versum Securities, and take all other actions to effectuate the transactions contemplated by the Versum Financing Arrangements, pursuant to the terms and conditions of the agre...

Actions in Connection with the Distribution. (a) SpinCo shall prepare and, in accordance with applicable Law, file with the SEC and cause to become effective the F-1, including amendments, supplements, exhibits and any such other documentation which is necessary or desirable to effectuate the Separation and the Distribution, and ParentCo and SpinCo shall each use reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (b) In connection with the Distribution, ParentCo and SpinCo shall prepare and notify the Record Holders such information concerning SpinCo, the SpinCo Business, the SpinCo Assets, the SpinCo Liabilities, operations and management, the Distribution, the Separation and such other matters as ParentCo shall reasonably determine and as may be required by Law. (c) On or prior to the Distribution Date, ParentCo and SpinCo shall take all necessary actions so that, as of the Effective Time, the SpinCo Articles shall become the amended and restated memorandum and articles of association of SpinCo. (d) On or prior to the Distribution Date, ParentCo and SpinCo shall take all necessary corporate actions to effectuate and authorize the Distribution, the Separation and other related actions or transactions contemplated under this Agreement, the Deposit Agreement, or any of the Ancillary Agreement, including but not limited to the necessary board approvals and shareholders’ approvals, as applicable. (e) On or prior to the Distribution Date, ParentCo and SpinCo shall take all necessary actions so that as of the Effective Time: (i) the directors and executive officers of SpinCo shall be those set forth in the F-1, unless otherwise agreed by the Parties, and (ii) SpinCo shall have such other officers as the Board of Directors of SpinCo shall appoint. (f) SpinCo shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereto required to effect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements. (g) SpinCo shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereto required to effect the registration of ADSs in connection with the transactions contemplated by this Agreement and the Deposit Agreement, or any of the Ancillary Agreements. (h) ParentCo and SpinCo shall take all such action ...

Actions in Connection with the Distribution. On the Fountain Distribution Date, each of Trident and Fountain shall deliver or cause to be delivered to the other Party (to the extent not already in the possession of the other Party) executed counterparts to all Ancillary Agreements to which a member of the Fountain Group is a party, including all Conveyancing and Assumption Instruments relating to the Fountain Business.

Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Bioverativ shall file such amendments and supplements to its Form 10 as Biogen may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to its Form 10 as may be required by the Commission or federal, state or non-U.S. securities Laws. Biogen shall, or at Biogen’s election, Bioverativ shall, mail (or deliver by electronic means where not prohibited by Law) to the holders of Biogen Common Stock, at such time on or prior to the Distribution Date as Biogen shall determine, the Information Statement included in its Form 10 (or a Notice of Internet Availability of the Information Statement), as well as any other information concerning Bioverativ, its business, operations and management, the transaction contemplated herein and such other matters as Biogen shall reasonably determine are necessary and as may be required by Law. Promptly after receiving a request from Biogen, Bioverativ shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Biogen reasonably determines is necessary or desirable to effectuate the Distribution, and Biogen and Bioverativ shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Bioverativ shall use commercially reasonable efforts in preparing, filing with the Commission and causing to become effective, as soon as reasonably practicable (but in any case prior to the Distribution Effective Time), an effective registration statement or amendments thereof which are required in connection with the establishment of, or amendments to, any employee benefit plans of Bioverativ. (c) To the extent not already approved and effective, Bioverativ shall use commercially reasonable efforts to have approved and made effective, the application for the original listing on NASDAQ of the Bioverativ Common Stock to be distributed in the Distribution, subject to official notice of distribution. (d) Nothing in this Section 4.3 shall be deemed to shift or otherwise impose Liability for any portion of the Form 10 or Information Statement to Biogen.

Actions in Connection with the Distribution. (a) Prior to the Distribution Date, ▇▇▇▇▇▇▇ Electronics shall file such amendments and supplements to its Form 10 as ▇▇▇▇▇▇▇ International may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to its Form 10 as may be required by the Commission or federal, state or foreign securities Laws. ▇▇▇▇▇▇▇ Electronics shall mail (or deliver by electronic means where not prohibited by Law) to the Share Owners, at such time on or prior to the Distribution Date as ▇▇▇▇▇▇▇ International shall determine, the Information Statement included in its Form 10 (or a notice of internet availability of the Information Statement), as well as any other information concerning ▇▇▇▇▇▇▇ Electronics, its business, operations and management, the transaction contemplated herein and such other matters as ▇▇▇▇▇▇▇ International shall reasonably determine are necessary and as may be required by Law. Promptly after receiving a request from ▇▇▇▇▇▇▇ International, ▇▇▇▇▇▇▇ Electronics shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that ▇▇▇▇▇▇▇ International reasonably determines is necessary or desirable to effectuate the Distribution, and ▇▇▇▇▇▇▇ International and ▇▇▇▇▇▇▇ Electronics shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) ▇▇▇▇▇▇▇ Electronics shall use commercially reasonable efforts in preparing, filing with the Commission and causing to become effective, as soon as reasonably practicable, an effective registration statement or amendments thereof which are required in connection with the establishment of, or amendments to, any employee benefit plans of ▇▇▇▇▇▇▇ Electronics. (c) To the extent not already approved and effective, ▇▇▇▇▇▇▇ Electronics shall use commercially reasonable efforts to have approved and made effective, the application for the original listing on the NASDAQ of the ▇▇▇▇▇▇▇ Electronics Common Shares to be distributed in the Distribution, subject to official notice of distribution. (d) Nothing in this Section 4.2 shall be deemed to shift or otherwise impose Liability for any portion of ▇▇▇▇▇▇▇ Electronics’ Form 10 or Information Statement to ▇▇▇▇▇▇▇ International. (e) ▇▇▇▇▇▇▇ International Share Owners holding a number of shares of ▇▇▇▇▇▇▇ International Common Shares, on the Recor...

Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Parent and Subsidiary shall have prepared and mailed to the holders of Parent Common Stock and/or Parent Preferred Stock such information concerning Subsidiary, the Subsidiary Business, operations and management, the Distribution, the Separation and such other matters as Parent shall reasonably determine and as may be required by law. (b) Subsidiary shall have prepared and, in accordance with applicable Law, filed with the Commission the Form 10, including amendments, supplements and any such other documentation which is necessary or desirable to effectuate the Distribution, and Subsidiary shall have obtained all necessary approvals from the Commission with respect thereto as soon as practicable. (c) Parent and Subsidiary shall 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 or of other foreign jurisdictions in connection with the Distribution. (d) Subsidiary and/or its market makers shall have prepared and filed an application for the original listing or quotation on the OTC Bulletin Board and/or the OTC Markets Group, Inc. of the Subsidiary Common Stock to be distributed in the Distribution, and such quotations services shall have approved such application and provided the appropriate certification to the Commission. (e) Parent and Subsidiary shall take all reasonable steps necessary to cause the conditions set forth in Section 3.3 to be satisfied and to effect the Distribution on the Distribution Date.

Actions in Connection with the Distribution. (a) Spinco shall file such amendments and supplements to its Form 10 as may be necessary or advisable in order to cause the same to become and remain effective as required by the SEC or federal, state or other applicable securities Laws. Spinco shall mail to the holders of Vector Common Stock as of the Record Date, on or prior to the Distribution Date, the Information Statement included in its Form 10, as well as any other information concerning Spinco, its business, operations and management, the Plan of Reorganization and such other matters as may be necessary or advisable or as may be required by Law. (b) Each of Spinco and Vector shall cooperate in preparing, filing with the SEC or similar authority and causing to become effective registration statements or amendments 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 Plan of Reorganization or other transactions contemplated by this Agreement and the Ancillary Agreements. Spinco shall prepare and, in accordance with applicable Law, file with the SEC or similar authority any such documentation that is necessary or desirable to effectuate the Distribution, and Vector and Spinco shall each use reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (c) Spinco shall prepare and file, and shall use reasonable best efforts to have approved and made effective, an application for the original listing of the Spinco Common Stock to be distributed in the Distribution on the NYSE, subject to official notice of distribution.

Actions in Connection with the Distribution. (a) Facet shall prepare and, in accordance with applicable Law, file with the SEC and cause to become effective the Form 10, including amendments, supplements, exhibits and any such other documentation which is necessary or desirable to effectuate the Separation and the Distribution, and PDL and Facet shall each use reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (b) In connection with the Distribution, PDL and Facet shall prepare and mail to the holders of PDL Common Stock such information concerning Facet, the Facet Business, the Facet Assets, the Facet Liabilities, operations and management, the Distribution, the Separation and such other matters as PDL shall reasonably determine and as may be required by Law. (c) Facet shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereto required to effect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements. (d) PDL and Facet shall 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 or of other foreign jurisdictions in connection with the Distribution. (e) PDL and Facet shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.3 to be satisfied and to effect the Distribution on the Distribution Date. (f) Facet shall prepare and file, and shall use reasonable best efforts to have approved and made effective, an application for the original listing on the Exchange of the Facet Common Stock to be distributed in the Distribution, subject to official notice of distribution. (g) PDL shall give the Exchange not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act. (h) PDL and Facet shall take all actions necessary to cause, immediately prior to the Distribution, the number of shares of Facet Common Stock issued and outstanding to be increased to equal the number of shares of Facet Common Stock to be distributed to holders of PDL Common Stock in accordance with this Agreement. (i) PDL and Facet shall cooperate to change the name, effective on or prior to the Distribution Date, of any entity that is part of (i) Facet and any of its Aff...