Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Cyclerion shall file such amendments and supplements to its Form 10 as Ironwood 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. Ironwood shall, or at Ironwood’s election, Cyclerion shall, mail (or deliver by electronic means where not prohibited by Law) to the holders of Ironwood Common Stock, at such time on or prior to the Distribution Date as Ironwood 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 Cyclerion, its business, operations and management, the transactions contemplated herein and such other matters as Ironwood shall reasonably determine are necessary and as may be required by Law. Promptly after receiving a request from Ironwood, Cyclerion shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Ironwood reasonably determines is necessary or desirable to effectuate the Distribution, and Ironwood and Cyclerion shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Cyclerion 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 Cyclerion. (c) To the extent not already approved and effective, Cyclerion shall use commercially reasonable efforts to have approved and made effective, the application for the original listing on NASDAQ of the Cyclerion 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 Ironwood.
Appears in 4 contracts
Sources: Separation Agreement (Ironwood Pharmaceuticals Inc), Separation Agreement (Cyclerion Therapeutics, Inc.), Separation Agreement (Cyclerion Therapeutics, Inc.)
Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Cyclerion ADT NA shall file such amendments and supplements to its the ADT NA Form 10 as Ironwood Tyco 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 the ADT NA Form 10 as may be required by the Commission or federal, state or non-U.S. foreign securities Laws. Ironwood shall, or at Ironwood’s election, Cyclerion shall, ADT NA shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Ironwood Tyco Common Stock, at such time on or prior to the ADT NA Distribution Date as Ironwood Tyco International shall determine, the ADT NA Information Statement included in its the ADT NA Form 10 (or a Notice of Internet Availability of the Information Statement)10, as well as any other information concerning CyclerionADT NA, its business, operations and management, the transactions contemplated herein ADT NA Plan of Separation and such other matters as Ironwood Tyco International shall reasonably determine are necessary and as may be required by Law.
(b) ADT NA shall also cooperate with Tyco International in preparing, filing with the Commission or similar (U.S. or international) 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 ADT NA Plan of Separation or other transactions contemplated by this Agreement and the Ancillary Agreements. Promptly after receiving a request from IronwoodTyco International, Cyclerion to the extent requested, ADT NA shall prepare and, in accordance with applicable Law, file with the Commission or similar authority any such documentation that Ironwood reasonably Tyco International determines is necessary or desirable to effectuate the applicable Distribution, and Ironwood Tyco International and Cyclerion ADT NA shall each use commercially reasonable best efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.
(bc) Cyclerion Promptly after receiving a request from Tyco International, ADT NA shall prepare and file, and 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 Cyclerion.
(c) To the extent not already approved and effective, Cyclerion shall use commercially reasonable best efforts to have approved and made effective, the an application for the original listing on NASDAQ of the Cyclerion ADT NA Common Stock to be distributed in the DistributionADT NA Distribution on the NYSE, subject to official notice of distribution.
(d) Nothing in this Section 4.3 shall be deemed deemed, by itself, to shift or otherwise impose Liability for any portion of the ADT NA Form 10 or the ADT NA Information Statement to IronwoodTyco International.
Appears in 4 contracts
Sources: Separation and Distribution Agreement (ADT, Inc.), Separation and Distribution Agreement (ADT, Inc.), Separation and Distribution Agreement (Tyco International LTD)
Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Cyclerion Each of Healthcare and Electronics shall file such amendments and supplements to its their respective Form 10 10s as Ironwood Tyco 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 their respective Form 10 10s as may be required by the Commission or federal, state or non-U.S. foreign securities Laws. Ironwood shall, or at Ironwood’s election, Cyclerion shall, Each of Healthcare and Electronics shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Ironwood Tyco Common Stock, at such time on or prior to the applicable Distribution Date as Ironwood Tyco shall determine, the Information Statement included in its Form 10 (or a Notice of Internet Availability of the Information Statement)10, as well as any other information concerning CyclerionHealthcare or Electronics, its as applicable, their business, operations and management, the transactions contemplated herein Plan of Separation and such other matters as Ironwood Tyco shall reasonably determine are necessary and as may be required by Law.
(b) Each of Healthcare and Electronics shall also cooperate with Tyco in preparing, filing with the Commission 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 Separation or other transactions contemplated by this Agreement and the Ancillary Agreements. Promptly after receiving a request from IronwoodTyco, Cyclerion to the extent requested, each of Healthcare and Electronics shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Ironwood reasonably Tyco determines is necessary or desirable to effectuate the applicable Distribution, and Ironwood Tyco, Healthcare and Cyclerion Electronics shall each use commercially reasonable best efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.
(bc) Cyclerion Promptly after receiving a request from Tyco, each of Healthcare and Electronics shall prepare and file, and 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 Cyclerion.
(c) To the extent not already approved and effective, Cyclerion shall use commercially reasonable best efforts to have approved and made effective, the an application for the original listing on NASDAQ of the Cyclerion Healthcare Common Stock and Electronics Common Stock, as applicable, to be distributed in the Distributionapplicable Distribution on the NYSE, subject to official notice of distribution.
(d) Each Party shall provide all cooperation reasonably requested by the other Parties that is necessary or desirable in connection with the Financing Arrangements.
(e) Nothing in this Section 4.3 shall be deemed deemed, by itself, to shift or otherwise impose Liability for any portion of the such Form 10 10s or Information Statement Statements to IronwoodTyco.
Appears in 3 contracts
Sources: Separation and Distribution Agreement (Covidien Ltd.), Separation and Distribution Agreement (Tyco Electronics Ltd.), Separation and Distribution Agreement (Tyco International LTD /Ber/)
Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Cyclerion ATMCo shall file such amendments and supplements to its Form 10 the Registration Statement as Ironwood NCR 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 the Registration Statement and Information Statement as may be required by the Commission SEC or federal, state or non-U.S. foreign securities Laws. Ironwood shall, or at Ironwood’s election, Cyclerion shall, NCR shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Ironwood NCR Common Stock, at such time on or prior to the Distribution Date as Ironwood NCR shall determine, the Information Statement included in its Form 10 the Registration Statement (or, alternatively, NCR shall make available the Information Statement to the applicable holders of NCR Common Stock and cause to be mailed to the holders of NCR Common Stock, at such time on or prior to the Distribution Date as NCR shall determine, a Notice notice of Internet Availability internet availability of the Information Statement)Statement and post such notice on its website, in each case in compliance with Rule 14a-16 promulgated by the SEC pursuant to the Exchange Act, as well such rule may be amended from time to time).
(b) ATMCo shall also prepare, file with the SEC and cause to become effective, as of the Distribution or as promptly as practicable thereafter, any registration statements or amendments thereof required to effect the establishment of, or amendments to, any employee benefit and other information concerning Cyclerion, its business, operations and management, plans or as otherwise necessary or appropriate in connection with the transactions contemplated herein and such by this Agreement, or any of the Ancillary Agreements, including any transactions related to financings or other matters as Ironwood shall reasonably determine are necessary and as may be required by Lawcredit facilities. Promptly after receiving a request from IronwoodNCR, Cyclerion ATMCo shall prepare and, in accordance with applicable Law, file with the Commission SEC any such documentation that Ironwood reasonably NCR determines is necessary or desirable to effectuate the Distribution, and Ironwood NCR and Cyclerion ATMCo shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission SEC with respect thereto as soon as practicable.
(bc) Cyclerion 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 Prior to the Distribution Effective Time)Distribution, an effective registration statement or amendments thereof which are required in connection with the establishment ofATMCo shall prepare and file, or amendments to, any employee benefit plans of Cyclerion.
(c) To the extent not already approved and effective, Cyclerion shall use commercially reasonable efforts to have approved and made effective, the an application for the original listing on NASDAQ the NYSE of the Cyclerion ATMCo Common Stock to be distributed in the Distribution, subject to official notice of distribution.
(d) Nothing in this Section 4.3 shall be deemed deemed, by itself, to shift or otherwise impose create a Liability of NCR for any portion of of, or action with respect to, the Form 10 or Information Statement to IronwoodRegistration Statement.
Appears in 3 contracts
Sources: Separation and Distribution Agreement (NCR Atleos Corp), Separation and Distribution Agreement (NCR Atleos, LLC), Separation and Distribution Agreement (NCR ATMCo, LLC)
Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Cyclerion New SAIC shall file such amendments and supplements to its Form 10 as Ironwood SAIC 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. foreign securities Laws. Ironwood shall, or at Ironwood’s election, Cyclerion shall, New SAIC shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Ironwood Leidos Common Stock, at such time on or prior to the Distribution Date as Ironwood SAIC shall determine, the Information Statement included in its Form 10 (or a Notice of Internet Availability of the Information Statement)10, as well as any other information concerning CyclerionNew SAIC, its business, operations and management, the transactions transaction contemplated herein and such other matters as Ironwood SAIC shall reasonably determine are necessary and as may be required by Law. Promptly after receiving a request from IronwoodSAIC, Cyclerion to the extent requested, New SAIC shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Ironwood SAIC reasonably determines is necessary or desirable to effectuate the Distribution, and Ironwood SAIC and Cyclerion New SAIC shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.
(b) Cyclerion New SAIC 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 CyclerionNew SAIC.
(c) To the extent not already approved and effective, Cyclerion New SAIC shall use commercially reasonable efforts to have approved and made effective, the application for the original listing on NASDAQ the NYSE of the Cyclerion New SAIC Common Stock to be distributed in the Distribution, subject to official notice of distributiondistribution and SAIC shall use commercially reasonable efforts to have approved with the NYSE the change in its ticker symbol from “SAI” to “LDOS”.
(d) Nothing Each Party shall provide all cooperation reasonably requested by the other Party that is necessary or desirable in this Section 4.3 connection with the New SAIC Financing.
(e) Leidos shall be deemed promptly send to shift each Record Holder a statement concerning information regarding the allocation of tax basis between the Leidos Common Stock and New SAIC Common Stock held by such stockholder or otherwise impose Liability satisfy any requirement to so send by instead posting such information on its website in accordance with, and for any portion of the Form 10 or Information Statement to Ironwoodtime required by, applicable Law.
Appears in 3 contracts
Sources: Distribution Agreement, Distribution Agreement (Leidos, Inc.), Distribution Agreement (SAIC Gemini, Inc.)
Actions in Connection with the Distribution. (a) Prior to In connection with the Distribution DateDistribution, Cyclerion Bentley and CPEX shall file such amendments prepare and supplements to its Form 10 as Ironwood 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. Ironwood shall, or at Ironwood’s election, Cyclerion shall, mail (or deliver by electronic means where not prohibited by Law) to the holders of Ironwood Bentley Common Stock, at Stock such time on or prior to the Distribution Date as Ironwood shall determineinformation concerning CPEX, 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 Cyclerion, its businessCPEX Business, operations and management, the transactions contemplated herein Distribution, the Separation and such other matters as Ironwood Bentley shall reasonably determine are necessary and as may be required by Lawlaw.
(b) CPEX shall also prepare, file with the Commission 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. Promptly after receiving a request from Ironwood, Cyclerion CPEX shall prepare and, in accordance with applicable Law, file with the Commission the Form 10, including amendments, supplements and any such other documentation that Ironwood reasonably determines which is necessary or desirable to effectuate the Distribution, and Ironwood Bentley and Cyclerion CPEX shall each use commercially reasonable best efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.
(bc) Cyclerion Bentley and CPEX shall use commercially reasonable efforts in preparing, filing with take all such action as may be necessary or appropriate under the Commission and causing to become effective, as soon as reasonably practicable (but in any case prior to securities or blue sky laws of the Distribution Effective Time), an effective registration statement states or amendments thereof which are required other political subdivisions of the United States or of other foreign jurisdictions in connection with the establishment of, or amendments to, any employee benefit plans of CyclerionDistribution.
(cd) To Bentley and CPEX shall take all reasonable steps necessary and appropriate to cause the extent not already approved conditions set forth in Section 3.3 to be satisfied and effectiveto effect the Distribution on the Distribution Date.
(e) Promptly after receiving a request from Bentley, Cyclerion CPEX shall prepare and file, and shall use commercially reasonable best efforts to have approved and made effective, the an application for the original listing on NASDAQ the Exchange of the Cyclerion CPEX Common Stock to be distributed in the Distribution, subject to official notice of distribution.
(df) Nothing in this Section 4.3 Bentley shall be deemed to shift or otherwise impose Liability for any portion give the Exchange not less than ten (10) days’ advance notice of the Form 10 Record Date in compliance with Rule 10b-17 under the Exchange Act.
(g) Bentley and CPEX shall cooperate to change the name, effective on or Information Statement prior to Ironwoodthe Distribution Date, of any entity that is part of the (i) CPEX Group so that the words “Bentley,” “Belmac,” “Davur,” or “Rimafar” or derivations thereof are not included in any such name and (i) Bentley Group so that the word “CPEX” or derivations thereof are not included in any such name.
Appears in 3 contracts
Sources: Separation and Distribution Agreement (CPEX Pharmaceuticals, Inc.), Separation and Distribution Agreement (Bentley Pharmaceuticals Inc), Separation and Distribution Agreement (CPEX Pharmaceuticals, Inc.)
Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Cyclerion Each of Healthcare and Electronics shall file such amendments and supplements to its their respective Form 10 10s as Ironwood Tyco 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 their respective Form 10 10s as may be required by the Commission or federal, state or non-U.S. foreign securities Laws. Ironwood shall, or at Ironwood’s election, Cyclerion shall, Each of Healthcare and Electronics shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Ironwood Tyco Common Stock, at such time on or prior to the applicable Distribution Date as Ironwood Tyco shall determine, the Information Statement included in its Form 10 (or a Notice of Internet Availability of the Information Statement)10, as well as any other information concerning CyclerionHealthcare or Electronics, its as applicable, their business, operations and management, the transactions contemplated herein Plan of Separation and such other matters as Ironwood Tyco shall reasonably determine are necessary and as may be required by Law.
(b) Each of Healthcare and Electronics shall also cooperate with Tyco in preparing, filing with the Commission or similar (U.S. or international) 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 Separation or other transactions contemplated by this Agreement and the Ancillary Agreements. Promptly after receiving a request from IronwoodTyco, Cyclerion to the extent requested, each of Healthcare and Electronics shall prepare and, in accordance with applicable Law, file with the Commission or similar authority any such documentation that Ironwood reasonably Tyco determines is necessary or desirable to effectuate the applicable Distribution, and Ironwood Tyco, Healthcare and Cyclerion Electronics shall each use commercially reasonable best efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.
(bc) Cyclerion Promptly after receiving a request from Tyco, each of Healthcare and Electronics shall prepare and file, and 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 Cyclerion.
(c) To the extent not already approved and effective, Cyclerion shall use commercially reasonable best efforts to have approved and made effective, the an application for the original listing on NASDAQ of the Cyclerion Healthcare Common Stock and Electronics Common Stock, as applicable, to be distributed in the Distributionapplicable Distribution on the NYSE, subject to official notice of distribution.
(d) Each Party shall provide all cooperation reasonably requested by the other Parties that is necessary or desirable in connection with the Financing Arrangements.
(e) Nothing in this Section 4.3 shall be deemed deemed, by itself, to shift or otherwise impose Liability for any portion of the such Form 10 10s or Information Statement Statements to IronwoodTyco.
Appears in 3 contracts
Sources: Separation and Distribution Agreement (Tyco International LTD /Ber/), Separation and Distribution Agreement (Covidien Ltd.), Separation and Distribution Agreement (Tyco Electronics Ltd.)
Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Cyclerion WABCO shall file such amendments and supplements to its the Form 10 as Ironwood ASD 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 the Form 10 and Information Statement as may be required by the Commission or federal, state or non-U.S. foreign securities Laws. Ironwood shall, or at Ironwood’s election, Cyclerion shall, ASD shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Ironwood ASD Common Stock, at such time on or prior to the Distribution Date as Ironwood ASD shall determine, the Information Statement included in its the Form 10 (or a Notice of Internet Availability of the Information Statement)10, as well as any other information concerning CyclerionWABCO, its WABCO’s business, operations and management, the transactions contemplated herein Separation and such other matters as Ironwood ASD shall reasonably determine are necessary and as may be required by Law.
(b) WABCO shall also prepare, file with the Commission and cause to become effective any registration statements or amendments thereof 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, including any transactions related to financings or other credit facilities. Promptly after receiving a request from IronwoodASD, Cyclerion WABCO shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Ironwood reasonably ASD determines is necessary or desirable to effectuate the Distribution, and Ironwood ASD and Cyclerion WABCO shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.
(b) Cyclerion 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 Cyclerion.
(c) To the extent not already approved Promptly after receiving a request from ASD, WABCO shall prepare and effectivefile, Cyclerion and shall use commercially reasonable efforts to have approved and made effective, the an application for the original listing on NASDAQ the NYSE of the Cyclerion WABCO Common Stock to be distributed in the Distribution, subject to official notice of distribution.
(d) Nothing in this Section 4.3 shall be deemed deemed, by itself, to shift or otherwise impose create a Liability of ASD for any portion of the Form 10 or Information Statement to Ironwood10.
Appears in 2 contracts
Sources: Separation and Distribution Agreement (WABCO Holdings Inc.), Separation and Distribution Agreement (American Standard Companies Inc)
Actions in Connection with the Distribution. (a) Prior Alkermes shall file any amendments or supplements to the Distribution Date, Cyclerion shall file such amendments and supplements to its Form 10 as Ironwood may reasonably request, and such amendments as may be necessary or advisable in order to cause the same Form 10 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 other applicable securities Laws. Alkermes and Mural shall each use its reasonable best efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. Alkermes and Mural 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 or of other non-U.S. securities Laws. Ironwood jurisdictions in connection with the Distribution.
(b) Alkermes shall, or at Ironwood’s election, Cyclerion shallas soon as is reasonably practicable after the Form 10 is declared effective and the Board has approved the Separation and Distribution, mail (or deliver by electronic means where not prohibited by Law) to the holders of Ironwood Common Stock, at such time on or prior to the Distribution Date as Ironwood shall determine, the Information Statement included in its the Form 10 (or a Notice of Internet Availability of the Information Statement)10, as well as any other information concerning CyclerionMural, its business, operations and management, the transactions contemplated herein and such other matters as Ironwood Alkermes shall reasonably determine are necessary and as may be required by Law. Promptly after receiving a request from Ironwood, Cyclerion shall prepare andto the Record Holders (or, in accordance with applicable Law, file connection with the Commission any such documentation that Ironwood reasonably determines is necessary or desirable to effectuate delivery of a notice of Internet availability of the DistributionInformation Statement, and Ironwood and Cyclerion shall each use commercially reasonable efforts to obtain all necessary approvals from post it on the Commission with respect thereto as soon as practicableInternet).
(bc) Cyclerion Mural 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 or other plans of CyclerionMural.
(cd) To the extent not already approved and effective, Cyclerion Mural shall use commercially reasonable efforts to have approved and made effective, the application for the original listing on NASDAQ Nasdaq of the Cyclerion Common Stock Mural Ordinary Shares to be distributed issued in the Distribution, subject to official notice of distributionissuance.
(de) Alkermes shall, to the extent possible, give Nasdaq not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act.
(f) Alkermes and Mural shall take all such action as may be necessary or appropriate to provide for the adoption by Mural of the Amended and Restated Memorandum and Articles of Association in such form as may be reasonably determined by Alkermes and ▇▇▇▇▇.
(g) Alkermes shall enter into a distribution agent agreement with the Distribution Agent or otherwise provide instructions to the Distribution Agent regarding the Distribution.
(h) Immediately following the Distribution Effective Time, Mural shall acquire by surrender, for no consideration, the Initial Share Capital (with the exception of the Initial Mural Preferred Share) and, immediately following the issuance of a bonus preferred share (the “Bonus Share”) to the holder of the Initial Mural Preferred Share (which will occur as soon as practicable following the Distribution Effective Time), Mural shall acquire by surrender, for no consideration, the Initial Mural Preferred Share and the Bonus Share.
(i) Alkermes shall take all actions as may be necessary to approve the grants of adjusted equity awards by Alkermes (in respect of Alkermes Ordinary Shares) in connection with the Distribution in order to satisfy the requirements of Rule 16b-3 under the Exchange Act.
(j) 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 IronwoodAlkermes.
Appears in 2 contracts
Sources: Separation Agreement (Mural Oncology PLC), Separation Agreement (Mural Oncology PLC)
Actions in Connection with the Distribution. (a) Prior to the Distribution DateEach of Realogy, Cyclerion Wyndham and Travelport shall file such amendments and supplements to its their respective Form 10 10s as Ironwood Cendant 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 their respective Form 10 10s as may be required by the Commission or federal, state or non-U.S. foreign securities Laws. Ironwood shallEach of Realogy, or at Ironwood’s election, Cyclerion shall, Wyndham and Travelport shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Ironwood Cendant Common Stock, at such time on or prior to the applicable Distribution Date as Ironwood Cendant shall determine, the Information Statement included in its the Form 10 (or a Notice of Internet Availability of the Information Statement)10, as well as any other information concerning CyclerionRealogy, its Wyndham or Travelport, as applicable, their business, operations and management, the transactions contemplated herein Plan of Separation and such other matters as Ironwood Cendant shall reasonably determine are necessary and as may be required by Law.
(b) Each of Realogy, Wyndham and Travelport shall also cooperate with Cendant in preparing, filing with the Commission 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 Separation or other transactions contemplated by this Agreement and the Ancillary Agreements. Promptly after receiving a request from IronwoodCendant, Cyclerion to the extent requested, each of Realogy, Wyndham and Travelport shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Ironwood reasonably Cendant determines is necessary or desirable to effectuate the applicable Distribution, and Ironwood Cendant, Realogy, Wyndham and Cyclerion Travelport shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.
(b) Cyclerion 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 Cyclerion.
(c) To the extent not already approved Promptly after receiving a request from Cendant, each of Realogy, Wyndham and effectiveTravelport shall prepare and file, Cyclerion and shall use commercially reasonable efforts to have approved and made effective, the an application for the original listing on NASDAQ of the Cyclerion Realogy Common Stock, Wyndham Common Stock and Travelport Common Stock, as applicable, to be distributed in the Distributionapplicable Distribution on the NYSE, subject to official notice of distribution.
(d) Nothing in this Section 4.3 shall be deemed deemed, by itself, to shift or otherwise impose Liability for any portion of the such Form 10 10s or Information Statement Statements to IronwoodCendant.
Appears in 2 contracts
Sources: Separation and Distribution Agreement (Cendant Corp), Separation and Distribution Agreement (Realogy Corp)
Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Cyclerion Computer Sciences GS shall file such amendments and supplements to its Form 10 as Ironwood CSC 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. foreign securities Laws. Ironwood shall, or at Ironwood’s election, Cyclerion shall, Computer Sciences GS shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Ironwood CSC Common Stock, at such time on or prior to the Distribution Date as Ironwood CSC shall determine, the Information Statement included in its Form 10 (or a Notice of Internet Availability of the Information Statement)10, as well as any other information concerning CyclerionComputer Sciences GS, its business, operations and management, the transactions transaction contemplated herein and such other matters as Ironwood CSC shall reasonably determine are necessary and as may be required by Law. Promptly after receiving a request from IronwoodCSC, Cyclerion to the extent requested, Computer Sciences GS shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Ironwood CSC reasonably determines is necessary or desirable to effectuate the Distribution, and Ironwood CSC and Cyclerion Computer Sciences GS shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.
(b) Cyclerion Computer Sciences GS 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 CyclerionComputer Sciences GS.
(c) To the extent not already approved and effective, Cyclerion Computer Sciences GS shall use commercially reasonable efforts to have approved and made effective, the application for the original listing on NASDAQ the [NYSE] / [Nasdaq] of the Cyclerion Computer Sciences GS Common Stock to be distributed in the Distribution, subject to official notice of distributionissuance.
(d) Nothing in this Section 4.3 CSC shall be deemed promptly send to shift each Record Holder a statement concerning information regarding the allocation of tax basis between the CSC Common Stock and Computer Sciences GS Common Stock held by such stockholder or otherwise impose Liability satisfy any requirement to so send by instead posting such information on its website in accordance with, and for any portion of the Form 10 or Information Statement to Ironwoodtime required by, applicable Law.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Computer Sciences Corp), Agreement and Plan of Merger (Sra International, Inc.)
Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Cyclerion Each of Healthcare and Electronics shall file such amendments and supplements to its their respective Form 10 10s as Ironwood Tyco 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 their respective Form 10 10s as may be required by the Commission or federal, state or non-U.S. foreign securities Laws. Ironwood shall, or at Ironwood’s election, Cyclerion shall, Each of Healthcare and Electronics shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Ironwood Tyco Common Stock, at such time on or prior to the applicable Distribution Date as Ironwood Tyco shall determine, the Information Statement included in its Form 10 (or a Notice of Internet Availability of the Information Statement)10, as well as any other information concerning CyclerionHealthcare or Electronics, its as applicable, their business, operations and management, the transactions contemplated herein Plan of Separation and such other matters as Ironwood Tyco shall reasonably determine are necessary and as may be required by Law.
(b) Each of Healthcare and Electronics shall also cooperate with Tyco in preparing, filing with the Commission 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 Separation or other transactions contemplated by this Agreement and the Ancillary Agreements. Promptly after receiving a request from IronwoodTyco, Cyclerion to the extent requested, each of Healthcare and Electronics shall prepare and, in accordance with applicable Law, file with the Commission or similar authority any such documentation that Ironwood reasonably Tyco determines is necessary or desirable to effectuate the applicable Distribution, and Ironwood Tyco, Healthcare and Cyclerion Electronics shall each use commercially reasonable best efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.
(bc) Cyclerion Promptly after receiving a request from Tyco, each of Healthcare and Electronics shall prepare and file, and 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 Cyclerion.
(c) To the extent not already approved and effective, Cyclerion shall use commercially reasonable best efforts to have approved and made effective, the an application for the original listing on NASDAQ of the Cyclerion Healthcare Common Stock and Electronics Common Stock, as applicable, to be distributed in the Distributionapplicable Distribution on the NYSE, subject to official notice of distribution.
(d) Each Party shall provide all cooperation reasonably requested by the other Parties that is necessary or desirable in connection with the Financing Arrangements.
(e) Nothing in this Section 4.3 shall be deemed deemed, by itself, to shift or otherwise impose Liability for any portion of the such Form 10 10s or Information Statement Statements to IronwoodTyco.
Appears in 2 contracts
Sources: Separation and Distribution Agreement (Tyco Electronics Ltd.), Separation and Distribution Agreement (Covidien Ltd.)
Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Cyclerion Baudax shall file such amendments and supplements to its Form 10 as Ironwood Recro 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. Ironwood Recro shall, or at IronwoodRecro’s election, Cyclerion Baudax shall, mail (or deliver by electronic means where not prohibited by Law) to the holders of Ironwood Recro Common Stock, at such time on or prior to the Distribution Date as Ironwood Recro 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 CyclerionBaudax, its business, operations and management, the transactions contemplated herein and such other matters as Ironwood Recro shall reasonably determine are necessary and as may be required by Law. Promptly after receiving a request from IronwoodRecro, Cyclerion Baudax shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Ironwood Recro reasonably determines is necessary or desirable to effectuate the Distribution, and Ironwood Recro and Cyclerion Baudax shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.
(b) Cyclerion Baudax 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 CyclerionBaudax.
(c) To the extent not already approved and effective, Cyclerion Baudax shall use commercially reasonable efforts to have approved and made effective, the application for the original listing on NASDAQ Nasdaq of the Cyclerion Baudax 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 IronwoodRecro.
Appears in 2 contracts
Sources: Separation Agreement (Baudax Bio, Inc.), Separation Agreement (Baudax Bio, Inc.)
Actions in Connection with the Distribution. (a) Prior Alkermes shall file any amendments or supplements to the Distribution Date, Cyclerion shall file such amendments and supplements to its Form 10 as Ironwood may reasonably request, and such amendments as may be necessary or advisable in order to cause the same Form 10 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 other applicable securities Laws. Alkermes and Mural shall each use its reasonable best efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. Alkermes and Mural 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 or of other non-U.S. securities Laws. Ironwood jurisdictions in connection with the Distribution.
(b) Alkermes shall, or at Ironwood’s election, Cyclerion shallas soon as is reasonably practicable after the Form 10 is declared effective and the Board has approved the Separation and Distribution, mail (or deliver by electronic means where not prohibited by Law) to the holders of Ironwood Common Stock, at such time on or prior to the Distribution Date as Ironwood shall determine, the Information Statement included in its the Form 10 (or a Notice of Internet Availability of the Information Statement)10, as well as any other information concerning CyclerionMural, its business, operations and management, the transactions contemplated herein and such other matters as Ironwood Alkermes shall reasonably determine are necessary and as may be required by Law. Promptly after receiving a request from Ironwood, Cyclerion shall prepare andto the Record Holders (or, in accordance with applicable Law, file connection with the Commission any such documentation that Ironwood reasonably determines is necessary or desirable to effectuate delivery of a notice of Internet availability of the DistributionInformation Statement, and Ironwood and Cyclerion shall each use commercially reasonable efforts to obtain all necessary approvals from post it on the Commission with respect thereto as soon as practicableInternet).
(bc) Cyclerion Mural 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 or other plans of CyclerionMural.
(cd) To the extent not already approved and effective, Cyclerion Mural shall use commercially reasonable efforts to have approved and made effective, the application for the original listing on NASDAQ Nasdaq of the Cyclerion Common Stock Mural Ordinary Shares to be distributed issued in the Distribution, subject to official notice of distributionissuance.
(de) Alkermes shall, to the extent possible, give Nasdaq not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act.
(f) Alkermes and Mural shall take all such action as may be necessary or appropriate to provide for the adoption by Mural of the Amended and Restated Memorandum and Articles of Association in such form as may be reasonably determined by Alkermes and Mural.
(g) Alkermes shall enter into a distribution agent agreement with the Distribution Agent or otherwise provide instructions to the Distribution Agent regarding the Distribution.
(h) Immediately following the Distribution Effective Time, Mural shall acquire by surrender, for no consideration, the Initial Share Capital (with the exception of the Initial Mural Preferred Share) and, immediately following the issuance of a bonus preferred share (the “Bonus Share”) to the holder of the Initial Mural Preferred Share (which will occur as soon as practicable following the Distribution Effective Time), Mural shall acquire by surrender, for no consideration, the Initial Mural Preferred Share and the Bonus Share.
(i) Alkermes shall take all actions as may be necessary to approve the grants of adjusted equity awards by Alkermes (in respect of Alkermes Ordinary Shares) in connection with the Distribution in order to satisfy the requirements of Rule 16b-3 under the Exchange Act.
(j) 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 IronwoodAlkermes.
Appears in 1 contract
Sources: Separation Agreement (Alkermes Plc.)
Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Cyclerion Computer Sciences GS shall file such amendments and supplements to its Form 10 as Ironwood CSC 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. foreign securities Laws. Ironwood shall, or at Ironwood’s election, Cyclerion shall, Computer Sciences GS shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Ironwood CSC Common Stock, at such time on or prior to the Distribution Date as Ironwood CSC shall determine, the Information Statement included in its Form 10 (or a Notice of Internet Availability of the Information Statement)10, as well as any other information concerning CyclerionComputer Sciences GS, its business, operations and management, the transactions transaction contemplated herein and such other matters as Ironwood CSC shall reasonably determine are necessary and as may be required by Law. Promptly after receiving a request from IronwoodCSC, Cyclerion to the extent requested, Computer Sciences GS shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Ironwood CSC reasonably determines is necessary or desirable to effectuate the Distribution, and Ironwood CSC and Cyclerion Computer Sciences GS shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.
(b) Cyclerion Computer Sciences GS 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 CyclerionComputer Sciences GS.
(c) To the extent not already approved and effective, Cyclerion Computer Sciences GS shall use commercially reasonable efforts to have approved and made effective, the application for the original listing on NASDAQ the NYSE of the Cyclerion Computer Sciences GS Common Stock to be distributed in the Distribution, subject to official notice of distributionissuance.
(d) Nothing in this Section 4.3 CSC shall be deemed promptly send to shift each Record Holder a statement concerning information regarding the allocation of tax basis between the CSC Common Stock and Computer Sciences GS Common Stock held by such stockholder or otherwise impose Liability satisfy any requirement to so send by instead posting such information on its website in accordance with, and for any portion of the Form 10 or Information Statement to Ironwoodtime required by, applicable Law.
Appears in 1 contract
Sources: Separation and Distribution Agreement (Computer Sciences Government Services Inc.)
Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Cyclerion Each of LSC and Donnelley Financial shall file such amendments and supplements to its Form their respective Forms 10 as Ironwood may reasonably request, and such amendments as may be necessary or advisable 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 SEC or federal, state or non-U.S. other applicable securities Laws. Ironwood shall, or at Ironwood’s election, Cyclerion shall, Each of LSC and Donnelley Financial shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Ironwood RRD Common StockStock as of the applicable Record Date, at such time on or prior to the applicable Distribution Date as Ironwood shall determineDate, the Information Statement included in its Form 10 (or a Notice of Internet Availability of the Information Statement)10, as well as any other information concerning CyclerionLSC or Donnelley Financial, its as applicable, their business, operations and management, the transactions contemplated herein Plan of Reorganization and such other matters as Ironwood shall reasonably determine are may be necessary and or advisable or as may be required by Law.
(b) Each of LSC, Donnelley Financial and RRD shall cooperate in preparing, filing with the SEC or similar (US or international) 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. Promptly after receiving a request from Ironwood, Cyclerion Each of LSC and Donnelley Financial shall prepare and, in accordance with applicable Law, file with the Commission SEC or similar authority any such documentation that Ironwood reasonably determines is necessary or desirable to effectuate the applicable Distribution, and Ironwood RRD, LSC and Cyclerion Donnelley Financial shall each use commercially reasonable best efforts to obtain all necessary approvals from the Commission SEC with respect thereto as soon as practicable.
(bc) Cyclerion Each of LSC and Donnelley Financial shall use commercially reasonable efforts prepare and file such prospectuses as may be necessary or advisable and shall obtain the relevant receipts in preparingrespect of same, filing with the Commission and causing to become effectivewhich receipts shall not have been revoked, as soon as reasonably practicable (but in any case prior required by the applicable Canadian Securities Regulators or Canadian securities laws to qualify the Distribution Effective Time), an effective registration statement or amendments thereof which are required in connection with distribution of the establishment of, or amendments to, any employee benefit plans LSC Common Stock and Donnelley Financial Common Stock to Canadian holders of CyclerionRRD Common Stock.
(cd) To the extent not already approved Each of LSC and effectiveDonnelley Financial shall prepare and file, Cyclerion and shall use commercially reasonable best efforts to have approved and made effective, the an application for the original listing on NASDAQ of the Cyclerion LSC Common Stock and Donnelley Financial Common Stock, as applicable, to be distributed in the Distributionapplicable Distribution on the [NASDAQ][NYSE], subject to official notice of distribution.
(de) Nothing Each Party shall provide all cooperation reasonably requested by the other Parties that is necessary or desirable in this Section 4.3 shall be deemed to shift or otherwise impose Liability for any portion of connection with the Form 10 or Information Statement to IronwoodFinancing Arrangements.
Appears in 1 contract
Sources: Separation and Distribution Agreement (LSC Communications, Inc.)
Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Cyclerion ADT NA shall file such amendments and supplements to its the ADT NA Form 10 as Ironwood Tyco 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 the ADT NA Form 10 as may be required by the Commission or federal, state or non-U.S. foreign securities Laws. Ironwood shall, or at Ironwood’s election, Cyclerion shall, ADT NA shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Ironwood Tyco Common Stock, at such time on or prior to the ADT NA Distribution Date as Ironwood Tyco shall determine, the ADT NA Information Statement included in its the ADT NA Form 10 (or a Notice of Internet Availability of the Information Statement)10, as well as any other information concerning CyclerionADT NA, its business, operations and management, the transactions contemplated herein ADT NA Plan of Separation and such other matters as Ironwood Tyco shall reasonably determine are necessary and as may be required by Law.
(b) ADT NA shall also cooperate with Tyco in preparing, filing with the Commission or similar (U.S. or international) 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 ADT NA Plan of Separation or other transactions contemplated by this Agreement and the Ancillary Agreements. Promptly after receiving a request from IronwoodTyco, Cyclerion to the extent requested, ADT NA shall prepare and, in accordance with applicable Law, file with the Commission or similar authority any such documentation that Ironwood reasonably Tyco determines is necessary or desirable to effectuate the applicable Distribution, and Ironwood Tyco and Cyclerion ADT NA shall each use commercially reasonable best efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.
(bc) Cyclerion Promptly after receiving a request from Tyco, ADT NA shall prepare and file, and 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 Cyclerion.
(c) To the extent not already approved and effective, Cyclerion shall use commercially reasonable best efforts to have approved and made effective, the an application for the original listing on NASDAQ of the Cyclerion ADT NA Common Stock to be distributed in the DistributionADT NA Distribution on the NYSE, subject to official notice of distribution.
(d) Nothing in this Section 4.3 shall be deemed deemed, by itself, to shift or otherwise impose Liability for any portion of the ADT NA Form 10 or the ADT NA Information Statement to IronwoodTyco.
Appears in 1 contract