Common use of Actions Prior to the Distribution Clause in Contracts

Actions Prior to the Distribution. (a) The Company and Parent agree that prior to the Distribution Date, none of the parties will take, or permit any of its Affiliates to take, any action which reasonably could be expected to prevent the Distribution from qualifying as a tax-free distribution to Parent and Parent's stockholders pursuant to Section 355 of the Code or that is inconsistent with any representation of fact or submission made by Parent in connection with or in the Letter Ruling. The parties will also take any reasonable actions necessary in order for the Distribution to qualify as a tax-free distribution to Parent and Parent's stockholders pursuant to Section 355 of the Code. (b) Parent and the Company shall prepare and the Company shall file with the Commission the Form 10, which shall include or incorporate by reference the Information Statement, which shall set forth appropriate disclosure concerning the Company and the Distribution. Parent and the Company shall use reasonable efforts to cause the Form 10 to become effective under the Exchange Act as soon as practicable. After the Form 10 has become effective, Parent shall mail the Information Statement to the holders of Parent Common Stock as of the Record Date. (c) Parent and the Company shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the United States, and any comparable laws that may be applicable under any foreign jurisdiction, in connection with the Distribution. (d) Parent and the Company shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.3 (subject to Section 3.3(d)) to be satisfied and to effect the Distribution on the Distribution Date. (e) The Company shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the Company Common Stock to be distributed in the Distribution on the Nasdaq National Market, subject to official notice of distribution. (f) Parent shall distribute to each of its stockholders, as of the Record Date, any information which may be required to be filed by Parent's stockholders pursuant to the Code or the Regulations promulgated thereunder. (g) Parent shall prepare the information required by Treasury Regulation Section 1.355-5(b) to be attached to the tax returns of Parent's stockholders as of the Record Date and any other information required by the Code or Regulations thereunder, and shall distribute such information (or cause such information to be distributed), along with any other information Parent deems advisable, to such stockholders no later than sixty (60) days after the Distribution Closing Date.

Actions Prior to the Distribution. (a) The Company and Parent agree that that, after the Offerings Closing Date and prior to the Distribution Date, none of the parties will take, or permit any of its Affiliates to take, any action which reasonably could be expected to prevent the Distribution from qualifying as a tax-free distribution to Parent and Parent's stockholders pursuant to Section 355 of the Code or that is inconsistent with any representation of fact or submission made by Parent in connection with or in the Letter RulingCode. The parties will also take any reasonable actions necessary in order for the Distribution to qualify as a tax-free distribution to Parent and Parent's stockholders pursuant to Section 355 of the Code. Without limiting the foregoing, after the Offerings Closing Date and prior to the Distribution Date, the Company will not issue or grant, directly or indirectly, any shares of its capital stock or any rights, warrants, options or other securities to purchase or acquire (whether upon conversion, exchange or otherwise) any shares of its capital stock (whether or not then exercisable, convertible or exchangeable), without the prior consent of Parent if such issuance or grant would either reduce Parent's ownership of the Company's capital stock below the Required Distribution Percentage or otherwise prevent the Distribution from qualifying as a tax-free distribution to Parent and Parent's stockholders in accordance with Section 355 of the Code. (b) Parent and the Company shall prepare and mail, prior to the Company shall file with the Commission the Form 10Distribution Date, which shall include or incorporate by reference the Information Statement, which shall set forth appropriate disclosure concerning the Company and the Distribution. Parent and the Company shall use reasonable efforts to cause the Form 10 to become effective under the Exchange Act as soon as practicable. After the Form 10 has become effective, Parent shall mail the Information Statement to the holders of Parent Common Stock Stock, such information concerning the Company, its business, operations and management, the Distribution and such other matters as of Parent shall reasonably determine and as may be required by law. Parent and Company will prepare, and the Record DateCompany will, to the extent required under applicable law, file with the Commission any such documentation that Parent determines is necessary or desirable to effectuate the Distribution and Parent and the Company shall each use its reasonable best efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (c) Parent and the Company shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the United States, States (and any comparable laws that may be applicable under any foreign jurisdiction, ) in connection with the Distribution. (d) Parent and Company will cooperate and prepare and file with the Internal Revenue Service the request for the Letter Ruling along with any accompanying statements, financial data or other information deemed necessary or advisable by Parent and the Company. Neither Parent nor the Company may file any supplement or amendment to such request or, if such Letter Ruling is issued, to such Letter Ruling without the consent of the other party, which consent may not be unreasonably withheld. (e) Parent and the Company shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.3 4.3 (subject to Section 3.3(d4.3(d)) to be satisfied and to effect the Distribution on the Distribution Date. (ef) The Company shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the Company Common Stock to be distributed in the Distribution on the Nasdaq National MarketNYSE, subject to official notice of distribution. (f) Parent shall distribute to each of its stockholders, as of the Record Date, any information which may be required to be filed by Parent's stockholders pursuant to the Code or the Regulations promulgated thereunder. (g) Parent shall prepare the information required by Treasury Regulation Section 1.355-5(b) to be attached to the tax returns of Parent's stockholders as of the Record Date and any other information required by the Code or Regulations thereunder, and shall distribute such information (or cause such information to be distributed), along with any other information Parent deems advisable, to such stockholders no later than sixty (60) days after the Distribution Closing Date.