Actions Prior to the Distribution. (a) Covidien and Mallinckrodt shall prepare and mail, prior to the Distribution Date, to the holders of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (b) Covidien and Mallinckrodt 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 under any foreign jurisdiction) in connection with the Distribution. (c) Mallinckrodt shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the Mallinckrodt Spin Shares on the NYSE, subject to official notice of issuance. (d) Covidien and Mallinckrodt shall take all such action as may be necessary or appropriate to provide for the adoption by Mallinckrodt of the Memorandum and Articles of Association in such form as may be reasonably determined by Covidien and Mallinckrodt. (e) Covidien shall take all such action as may be necessary or appropriate so that, prior to the Distribution, the board of directors of each of the Mallinckrodt Holding Companies shall meet to consider, and if thought fit, approve: (i) the transfer of its entire issued share capital from Covidien to Mallinckrodt, conditional only upon the Distribution being effected; and (ii) the updating of all statutory registers to reflect such transfer.
Appears in 6 contracts
Sources: Separation and Distribution Agreement, Separation and Distribution Agreement (Covidien PLC), Separation and Distribution Agreement (Mallinckrodt PLC)
Actions Prior to the Distribution. (a) Covidien and Mallinckrodt shall prepare and mail, prior Subject to the Distribution Dateconditions specified in Section 4.02 and subject to Section 5.03, Nuance and SpinCo shall use reasonable best efforts to consummate the Distribution. Such efforts shall include taking the actions specified in this Section 4.01.
(b) Prior to the holders of Covidien Ordinary SharesDistribution, such information concerning Mallinckrodt, its business, operations and management, Nuance shall mail the Distribution and such other matters as Covidien shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, Information Statement to the extent required under applicable LawRecord Holders.
(c) SpinCo shall prepare, file with the SEC any such documentation Commission and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all 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 approvals from or appropriate in connection with the SEC with respect thereto as soon as practicabletransactions contemplated by this Agreement or any of the Ancillary Agreements.
(bd) Covidien Nuance and Mallinckrodt SpinCo 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 (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the Distribution.
(ce) Mallinckrodt SpinCo shall prepare and file, and shall use its reasonable best efforts to have approvedapproved prior to the Distribution, an application for the listing of the Mallinckrodt Spin Shares SpinCo Common Stock to be distributed in the Distribution on the NYSEExchange, subject to official notice of issuancedistribution.
(df) Covidien and Mallinckrodt Prior to the Distribution, Nuance, in its capacity as sole stockholder of SpinCo, shall take all such action have duly elected to the SpinCo board of directors the individuals listed as may be necessary or appropriate to provide for the adoption by Mallinckrodt members of the Memorandum SpinCo board of directors in the Information Statement, and Articles such individuals shall be the members of Association in such form the SpinCo board of directors effective as may of immediately after the Distribution; provided, however, that to the extent required by any Law or requirement of the Exchange or any other national securities exchange, as applicable, one independent director shall be reasonably determined appointed by Covidien the existing board of directors of SpinCo prior to the date on which “when-issued” trading of the SpinCo Common Stock begins on the Exchange and Mallinckrodtbegin his or her term prior to the Distribution and shall serve on SpinCo’s Audit Committee, Compensation Committee and Nominating and Governance Committee.
(eg) Covidien Prior to the Distribution, Nuance shall take all such action deliver or cause to be delivered to SpinCo resignations, effective as may of immediately after the Distribution, of each individual who will be necessary an employee of any member of the Nuance Group after the Distribution and who is an officer or appropriate so that, director of any member of the SpinCo Group immediately prior to the Distribution.
(h) Immediately prior to the Distribution, the board Amended and Restated Certificate of directors Incorporation and the Amended and Restated By-laws of SpinCo, each of in substantially the Mallinckrodt Holding Companies form filed as an exhibit to the Form 10, shall meet to consider, and if thought fit, approve: be in effect.
(i) Nuance and SpinCo shall, subject to Section 5.03, take all reasonable steps necessary and appropriate to cause the transfer of its entire issued share capital from Covidien conditions set forth in Section 4.02 to Mallinckrodt, conditional only upon be satisfied and to effect the Distribution being effected; on the Distribution Date.
(j) Prior to the Distribution, SpinCo shall make capital and (ii) other expenditures and operate its cash management, accounts payable and receivables collection systems in the updating ordinary course of all statutory registers to reflect such transferbusiness consistent with prior practice except as required in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.
Appears in 6 contracts
Sources: Separation and Distribution Agreement (Nuance Communications, Inc.), Separation and Distribution Agreement (Cerence Inc.), Separation and Distribution Agreement (Cerence Inc.)
Actions Prior to the Distribution. (a) Covidien and Mallinckrodt shall prepare and mail, prior Subject to the Distribution Dateconditions specified in Section 3.2 and subject to Section 4.3, to each of the holders of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien parties shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all necessary approvals from consummate the SEC with respect thereto as soon as practicableDistribution. Such actions shall include those specified in this Section 3.1.
(b) Covidien Prior to the Distribution, each of the parties will execute and Mallinckrodt deliver all Ancillary Agreements to which it is a party, and will cause the other WMB Entities and WPX Entities, as applicable, to execute and deliver any Ancillary Agreements to which such Persons are parties.
(c) Prior to the Distribution, WPX shall mail the Information Statement to the Record Holders.
(d) WPX shall prepare, file with the SEC and use its reasonable best efforts to 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.
(e) Each of the parties shall take all such action actions as may be necessary or appropriate under the securities or blue sky laws Laws of the states or other political subdivisions of the United States (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the Distribution.
(cf) Mallinckrodt WPX shall prepare and file, and shall use its reasonable best efforts to have approvedapproved prior to the Distribution, an application for the listing on the NYSE or another national securities exchange of the Mallinckrodt Spin Shares on WPX Common Stock to be distributed in the NYSEDistribution, subject to official notice of issuancelisting.
(dg) Covidien and Mallinckrodt Prior to the Distribution, the existing directors of WPX shall take all such action duly elect the individuals listed as may be necessary or appropriate to provide for the adoption by Mallinckrodt members of the Memorandum WPX board of directors in the Information Statement, and Articles such individuals shall become the members of Association in such form the WPX board of directors effective as may be reasonably determined by Covidien and Mallinckrodtof no later than immediately prior to the Distribution.
(eh) Covidien Prior to the Distribution, WMB shall take all such action deliver or cause to be delivered to WPX the resignation from each applicable WPX Entity, effective as may of no later than immediately prior to the Distribution, of each individual who will be necessary an employee of any WMB Entity after the Distribution and who is an officer or appropriate so that, director of any WPX Entity immediately prior to the Distribution.
(i) Immediately prior to the Distribution, the board Restated Certificate of directors Incorporation and Restated Bylaws of WPX, each of in substantially the Mallinckrodt Holding Companies form filed as an exhibit to the Form 10, shall meet be in effect.
(j) The parties shall, subject to considerSection 4.3, take all reasonable steps necessary and if thought fit, approve: (i) appropriate to cause the transfer of its entire issued share capital from Covidien conditions set forth in Section 3.2 to Mallinckrodt, conditional only upon be satisfied and to effect the Distribution being effected; and (ii) on the updating of all statutory registers to reflect such transferDistribution Date.
Appears in 5 contracts
Sources: Separation and Distribution Agreement (WPX Energy, Inc.), Separation and Distribution Agreement (Williams Companies Inc), Separation and Distribution Agreement (Williams Companies Inc)
Actions Prior to the Distribution. (a) Covidien and Mallinckrodt shall prepare and mail, prior Subject to the Distribution Dateconditions specified in Section 5.02 and subject to Section 6.03, Honeywell and SpinCo shall use reasonable best efforts to consummate the Distribution. Such efforts shall include taking the actions specified in this Section 5.01.
(b) Prior to the holders Distribution, Honeywell shall mail notice of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and management, Internet availability of the Distribution and such other matters as Covidien shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, Information Statement or the Information Statement to the extent required under applicable LawRecord Holders.
(c) SpinCo shall prepare, file with the SEC any such documentation Commission and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all 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 approvals from or appropriate in connection with the SEC with respect thereto as soon as practicabletransactions contemplated by this Agreement, any of the Ancillary Agreements or any of the Ongoing Relationship Agreements.
(bd) Covidien Honeywell and Mallinckrodt SpinCo 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 (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the Distribution.
(ce) Mallinckrodt SpinCo shall prepare and file, and shall use its reasonable best efforts to have approvedapproved prior to the Distribution, an application for the listing of the Mallinckrodt Spin Shares SpinCo Common Stock to be distributed in the Distribution on the NYSEExchange, subject to official notice of issuancedistribution.
(df) Covidien and Mallinckrodt Prior to the Distribution, Honeywell, in its capacity as sole stockholder of SpinCo, shall take all such action have duly elected to the SpinCo board of directors the individuals listed as may be necessary or appropriate to provide for the adoption by Mallinckrodt members of the Memorandum SpinCo board of directors in the Information Statement, and Articles such individuals shall be the members of Association in such form the SpinCo board of directors effective as may of immediately after the Distribution; provided, however, that to the extent required by any Law or requirement of the Exchange or any other national securities exchange, as applicable, one independent director shall be reasonably determined appointed by Covidien the existing board of directors of SpinCo prior to the date on which “when-issued” trading of the SpinCo Common Stock begins on the Exchange and Mallinckrodtbegin his or her term prior to the Distribution and shall serve on SpinCo’s Audit Committee, Compensation Committee and Nominating and Governance Committee.
(eg) Covidien Prior to the Distribution, Honeywell shall take all such action deliver or cause to be delivered to SpinCo resignations, effective as may of immediately after the Distribution, of each individual who will be necessary an employee of any member of the Honeywell Group after the Distribution and who is an officer or appropriate so that, director of any member of the SpinCo Group immediately prior to the Distribution.
(h) Immediately prior to the Distribution, the board Amended and Restated Certificate of directors Incorporation and the Amended and Restated By-laws of SpinCo, each of in substantially the Mallinckrodt Holding Companies form filed as an exhibit to the Form 10, shall meet to consider, and if thought fit, approve: be in effect.
(i) Honeywell and SpinCo shall, subject to Section 6.03, take all reasonable steps necessary and appropriate to cause the transfer of its entire issued share capital from Covidien conditions set forth in Section 5.02 to Mallinckrodt, conditional only upon be satisfied and to effect the Distribution being effected; on the Distribution Date.
(j) Prior to the Distribution, SpinCo shall make capital and (ii) other expenditures and operate its cash management, accounts payable and receivables collection systems in the updating ordinary course of all statutory registers to reflect such transferbusiness consistent with prior practice except as required in connection with the transactions contemplated by this Agreement, the Ancillary Agreements and the Ongoing Relationship Agreements.
Appears in 5 contracts
Sources: Separation and Distribution Agreement (Resideo Technologies, Inc.), Separation and Distribution Agreement (Resideo Technologies, Inc.), Separation and Distribution Agreement (Resideo Technologies, Inc.)
Actions Prior to the Distribution. Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:
(a) Covidien Fortrea and Mallinckrodt Labcorp shall prepare prepare, and mailFortrea shall file, prior any amendments or supplements to the Distribution Date, to Form 10 and the holders of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and management, Form 10’s exhibit (including the Distribution and such other matters as Covidien shall reasonably determine and Information Statement) as may be necessary or advisable in order to cause the Form 10 to become and remain effective as required by Lawthe SEC or federal, state or other applicable securities Laws. Covidien Labcorp and Mallinckrodt will Fortrea shall prepare, and Mallinckrodt willFortrea shall, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which Covidien that Labcorp determines are necessary or desirable to effectuate the Distribution Distribution, and Covidien Labcorp and Mallinckrodt Fortrea shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. Labcorp shall, as soon as is reasonably practicable after the Form 10 is declared effective under the Exchange Act and the Labcorp Board has approved the Distribution, cause the Information Statement to be made available to the Record Holders, including by mailing the Information Statement to the Record Holders.
(b) Covidien Fortrea will prepare, file with the SEC and Mallinckrodt shall use reasonable best efforts to 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 Transaction Documents.
(c) Each of the Parties will take all such action actions as may be necessary or appropriate under the securities or blue sky laws Laws of the states or other political subdivisions of the United States (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the Distribution.
(cd) Mallinckrodt shall Fortrea will prepare and file, and shall will use its reasonable best efforts to have approvedapproved prior to the Distribution, an application for the listing on NASDAQ or another national securities exchange of the Mallinckrodt Spin Shares on Fortrea Common Stock to be distributed in the NYSEDistribution, subject to official notice of issuance.
(d) Covidien and Mallinckrodt shall take all such action as may be necessary or appropriate to provide for the adoption by Mallinckrodt of the Memorandum and Articles of Association in such form as may be reasonably determined by Covidien and Mallinckrodtlisting.
(e) Covidien shall take all such action as may be necessary or appropriate so that, prior Prior to the Distribution, the existing directors of Fortrea will duly elect the individuals listed as members of the Fortrea board of directors in the Information Statement, and such individuals will become the members of the Fortrea board of directors effective as of no later than immediately prior to the Distribution; provided, however, that to the extent required by any Law or requirement of NASDAQ or any other national securities exchange, as applicable, one independent director will be appointed by the existing board of directors of each Fortrea to begin his or her term prior to the Distribution in accordance with such Law or requirement.
(f) Labcorp and Fortrea shall take all necessary actions so that as of the Mallinckrodt Holding Companies shall meet to consider, and if thought fit, approveEffective Time: (i) the transfer directors and executive officers of its entire issued share capital from Covidien Fortrea shall be those set forth in the Information Statement made available to Mallinckrodt, conditional only upon the Record Holders prior to the Distribution being effectedDate, unless otherwise agreed by the Parties; (ii) each individual referred to in clause (i) shall have resigned from his or her position, if any, as a member of the Labcorp Board and/or as an executive officer of Labcorp; and (iiiii) Fortrea shall have such other officers as Fortrea shall appoint.
(g) Labcorp and Fortrea shall take all necessary actions so that, as of the updating Effective Time, the Fortrea’ Restated Certificate of Incorporation and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall become the certificate of incorporation and bylaws of Fortrea.
(h) Labcorp shall enter into a distribution agent agreement with the Distribution Agent or otherwise provide instructions to the Distribution Agent regarding the Distribution;
(i) Labcorp and Fortrea shall take all statutory registers actions as may be necessary to reflect such transferapprove the grants of adjusted equity awards by Labcorp (in respect of Labcorp Common Stock) and Fortrea (in respect of Fortrea Common Stock) in connection with the Distribution in order to satisfy the requirements of Rule 16b-3 under the Exchange Act.
Appears in 4 contracts
Sources: Separation and Distribution Agreement (Laboratory Corp of America Holdings), Separation and Distribution Agreement (Fortrea Holdings Inc.), Separation and Distribution Agreement (Fortrea Holdings Inc.)
Actions Prior to the Distribution. (a) Covidien and Mallinckrodt shall prepare and mail, prior Subject to the Distribution Dateconditions specified in Section 3.02 and subject to Section 4.03, Neurotrope and NBI shall use reasonable best efforts to consummate the Distribution. Such efforts shall include taking the actions specified in this Section 3.01.
(b) Prior to the holders of Covidien Ordinary SharesDistribution, such information concerning Mallinckrodt, its business, operations and management, Neurotrope shall mail the Distribution and such other matters as Covidien shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, Form S-1 to the extent required under applicable LawRecord Holders.
(c) NBI shall prepare, file with the SEC any such documentation Commission and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all 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 approvals from or appropriate in connection with the SEC with respect thereto as soon as practicabletransactions contemplated by this Agreement or any of the Ancillary Agreements.
(bd) Covidien Neurotrope and Mallinckrodt NBI 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 (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the Distribution.
(ce) Mallinckrodt NBI shall prepare and file, and shall use its reasonable best efforts to have approvedapproved prior to the Distribution, an application for the listing of the Mallinckrodt Spin Shares NBI Common Stock to be distributed in the Distribution on the NYSEover-the-counter market (the “OTC”), or, if applicable, Nasdaq, subject to official notice of issuancedistribution.
(df) Covidien and Mallinckrodt Prior to the Distribution, Neurotrope shall take all such action duly elect the individuals listed as may be necessary or appropriate to provide for the adoption by Mallinckrodt members of the Memorandum NBI board of directors in the Form S-1, and Articles such individuals shall be the members of Association in such form the NBI board of directors effective as may of immediately after the Distribution; provided, however, that to the extent required by any Law or requirement of the OTC, or, if applicable, Nasdaq, or any other national securities exchange, as applicable, one independent director shall be reasonably determined appointed by Covidien the existing board of directors of NBI and Mallinckrodtbegin his or her term prior to the Distribution and shall serve on NBI’s audit and finance committee, compensation committee and nominating and corporate governance committee.
(eg) Covidien Prior to the Distribution, Neurotrope shall take all such action deliver or cause to be delivered to NBI resignations, effective as may of immediately after the Distribution, of each individual who will be necessary an employee of any member of the Neurotrope Group after the Distribution and who is an officer or appropriate so that, director of NBI immediately prior to the Distribution.
(h) Immediately prior to the Distribution, the board Amended and Restated Certificate of directors Incorporation and the Amended and Restated By-laws of NBI, each of in substantially the Mallinckrodt Holding Companies form filed as an exhibit to the Form S-1, shall meet to consider, and if thought fit, approve: be in effect.
(i) Prior to the transfer Distribution, NBI shall make capital and other expenditures and operate its cash management, accounts payable and receivables collection systems in the ordinary course of its entire issued share capital from Covidien business consistent with prior practice except as required in connection with the transactions contemplated by this Agreement and Ancillary Agreements.
(j) Neurotrope and NBI shall, subject to MallinckrodtSection 4.03, conditional only upon take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.02 to be satisfied and to effect the Distribution being effected; and (ii) on the updating of all statutory registers to reflect such transferDistribution Date.
Appears in 4 contracts
Sources: Separation and Distribution Agreement (Synaptogenix, Inc.), Separation and Distribution Agreement (Neurotrope, Inc.), Separation and Distribution Agreement (Neurotrope Bioscience, Inc.)
Actions Prior to the Distribution. (a) Covidien and Mallinckrodt shall prepare and mail, prior Subject to the Distribution Dateconditions specified in Section 4.02 and subject to Section 5.03, Parent and SpinCo shall use reasonable best efforts to consummate the Distribution. Such efforts shall include taking the actions specified in this Section 4.01.
(b) Prior to the holders Distribution, Parent shall mail the Notice of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and management, Internet Availability of the Distribution and such other matters as Covidien shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, Information Statement or the Information Statement to the extent required under applicable LawRecord Holders.
(c) SpinCo shall prepare, file with the SEC any such documentation Commission and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all 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 approvals from or appropriate in connection with the SEC with respect thereto as soon as practicabletransactions contemplated by this Agreement or any of the Ancillary Agreements.
(bd) Covidien Parent and Mallinckrodt SpinCo 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 (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the Distribution.
(ce) Mallinckrodt SpinCo shall prepare and file, and shall use its reasonable best efforts to have approvedapproved prior to the Distribution, an application for the listing of the Mallinckrodt Spin Shares SpinCo Common Stock to be distributed in the Distribution on the NYSEExchange, subject to official notice of issuancedistribution.
(df) Covidien and Mallinckrodt Prior to the Distribution, Parent, in its capacity as sole stockholder of SpinCo, shall take all such action have duly elected to the SpinCo board of directors the individuals listed as may be necessary or appropriate to provide for the adoption by Mallinckrodt members of the Memorandum SpinCo board of directors in the Information Statement, and Articles such individuals shall be the members of Association in such form the SpinCo board of directors effective as may of immediately after the Distribution; provided, however, that to the extent required by any Law or requirement of the Exchange or any other national securities exchange, as applicable, one independent director shall be reasonably determined appointed by Covidien the existing board of directors of SpinCo prior to the date on which “when-issued” trading of the SpinCo Common Stock begins on the Exchange and Mallinckrodtbegin his or her term prior to the Distribution and shall serve on SpinCo’s Audit Committee, Talent, Culture, and Compensation Committee and Nominating and Governance Committee.
(eg) Covidien Prior to the Distribution, Parent shall take all deliver or cause to be delivered to SpinCo resignations, effective as of immediately after the Distribution, of each individual who will be an employee of any member of the Parent Group after the Distribution and who is an officer or director of any member of the SpinCo Group immediately prior to the Distribution (or shall otherwise cause such action individuals to be removed as may be necessary officers or appropriate so thatdirectors, as applicable, of such SpinCo Group members), other than any individual expressly contemplated by the Information Statement to remain a director of SpinCo following the Distribution.
(h) Immediately prior to the Distribution, the board Certificate of directors Incorporation and the Bylaws of SpinCo, each of in substantially the Mallinckrodt Holding Companies form filed as an exhibit to the Form 10, shall meet to consider, and if thought fit, approve: be in effect.
(i) Parent and SpinCo shall, subject to Section 5.03, take all reasonable steps necessary and appropriate to cause the transfer of its entire issued share capital from Covidien conditions set forth in Section 4.02 to Mallinckrodt, conditional only upon be satisfied and to effect the Distribution being effected; and (ii) on the updating of all statutory registers to reflect such transferDistribution Date.
Appears in 3 contracts
Sources: Separation and Distribution Agreement (General Electric Co), Separation and Distribution Agreement (GE Vernova Inc.), Separation and Distribution Agreement (GE Vernova LLC)
Actions Prior to the Distribution. (a) Covidien Pentair and Mallinckrodt nVent shall prepare and mailmail (or deliver by electronic means where not prohibited by Law), prior to the Distribution Date, to the holders of Covidien Pentair Ordinary Shares, such information concerning MallinckrodtnVent, its business, operations and management, the Distribution and such other matters as Covidien Pentair shall reasonably determine and as may be required by Law. Covidien Pentair and Mallinckrodt nVent will prepare, and Mallinckrodt nVent will, to the extent required under applicable Law, file with the SEC any such documentation documentation, including the Form 10 (and any amendments or supplements thereto as may be required by the SEC or federal, state or foreign securities Laws) and any requisite no-action letters which Covidien Pentair determines are necessary or desirable to effectuate the Distribution and Covidien Pentair and Mallinckrodt nVent shall each use its commercially reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable.
(b) Covidien Pentair and Mallinckrodt nVent shall take all such action as may be necessary or appropriate under the securities or blue sky laws Laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution.
(c) Mallinckrodt nVent shall prepare and file, and shall use its commercially reasonable best efforts to (i) give the NYSE not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 204.21 under the NYSE Listed Company Manual and (ii) have approved, an application for the listing of the Mallinckrodt Spin nVent Ordinary Shares on the NYSE, subject to official notice of issuance.
(d) Covidien Pentair and Mallinckrodt nVent shall take all such action as may be necessary or appropriate to provide for the adoption by Mallinckrodt nVent of the Amended and Restated Memorandum and Articles of Association in such form as may be reasonably determined by Covidien Pentair and MallinckrodtnVent.
(e) Covidien nVent shall use commercially reasonable efforts in preparing, filing with the SEC and causing to become effective, as soon as reasonably practicable (but in any case prior to the 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 nVent.
(f) On or prior to the Distribution Date, Pentair shall take all necessary action to cause the nVent Board to include, at the Effective Time, the individuals identified in the Information Statement as directors of nVent.
(g) On or prior to the Distribution Date, Pentair shall take all necessary action to cause the individuals identified as such in the Information Statement to be officers of nVent as of the Effective Time.
(h) On or prior to the Distribution Date or as soon thereafter as practicable, (i) Pentair shall cause all its employees and any employees of its Subsidiaries (excluding any employees of any member of the nVent Group) to resign or be removed, effective as of the Effective Time, from all positions as officers or directors of any member of the nVent Group in which they serve, and (ii) nVent shall cause all its employees and any employees of its Subsidiaries to resign, effective as of the Effective Time, from all positions as officers or directors of any members of the Pentair Group in which they serve. No Person shall be required by any Party to resign from any position or office with another Party if such Person is disclosed in the Information Statement as the Person who is to hold such position or office following the Distribution.
(i) Pentair shall take all such action as may be necessary or appropriate so that, prior to the Distribution, the board of directors of each of the Mallinckrodt Holding Companies nVent Finance shall meet to consider, and if thought fit, approve: (i) the transfer of its entire issued share capital from Covidien Pentair to MallinckrodtnVent, conditional only upon the Distribution being effected; and (ii) the updating of all statutory registers to reflect such transfer.
(j) Pentair shall enter into a distribution agent agreement with the Agent or otherwise provide instructions regarding the Distribution.
(k) Pentair and nVent shall take all actions as may be necessary to approve the grants or adjusted equity awards by Pentair (in respect of Pentair Ordinary Shares) and nVent (in respect of nVent Ordinary Shares) in connection with the Distribution in order to satisfy the requirements of Rule 16b-3 under the Exchange Act.
(l) Subject to Section 6.2, nVent shall use commercially reasonable efforts, and shall, to the extent permitted by applicable Law, cause all members of the nVent Group to use commercially reasonable efforts to, remove all references to Pentair and other Pentair-related names listed on Schedule 3.2(l).
Appears in 3 contracts
Sources: Separation and Distribution Agreement (PENTAIR PLC), Separation and Distribution Agreement (nVent Electric PLC), Separation and Distribution Agreement (nVent Electric PLC)
Actions Prior to the Distribution. In connection with the Distribution, Manitowoc ParentCo (subject to its rights of termination set forth in this Agreement) and SpinCo will take the actions set forth in this Section 3.2 and otherwise use commercially reasonable efforts to consummate the Distribution:
(a) Covidien and Mallinckrodt Manitowoc ParentCo shall prepare and mail, prior mail a notice of Internet availability of the Information Statement or the Information Statement to the Distribution Date, to the holders of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicableManitowoc ParentCo shareholders.
(b) Covidien Each of SpinCo and Mallinckrodt shall Manitowoc ParentCo will use its commercially reasonable efforts to take all such action as may be necessary or appropriate desirable under the applicable state securities or and blue sky laws of the United States (and any comparable Laws laws under any foreign jurisdictionjurisdictions) in connection with the Distribution.
(c) Mallinckrodt shall prepare SpinCo will prepare, file and file, and shall use its commercially reasonable best efforts to have approvedseek to make effective, an application for the listing of the Mallinckrodt Spin Shares SpinCo Common Stock to be distributed in the Distribution on the NYSENew York Stock Exchange, subject to official notice of issuance.
(d) Covidien Manitowoc ParentCo and Mallinckrodt shall SpinCo will, and will cause their Subsidiaries to, complete any remaining actions contemplated under the Internal Reorganization and the Contribution.
(e) Manitowoc ParentCo and SpinCo will each take all such necessary action as that may be necessary or appropriate required to provide for the adoption by Mallinckrodt SpinCo of the Memorandum Restated Certificate of Incorporation of SpinCo (the “SpinCo Certificate of Incorporation”) and Articles the Bylaws of Association SpinCo, each in such form as may be reasonably determined by Covidien SpinCo and MallinckrodtManitowoc ParentCo, and SpinCo will file the SpinCo Certificate of Incorporation with the Secretary of State of the State of Delaware.
(ef) Covidien shall take all such action as may be necessary Manitowoc ParentCo will enter into a distribution agent agreement with the Distribution Agent or appropriate so that, prior otherwise provide instructions to the Distribution Agent regarding the Distribution.
(g) Prior to the Distribution, the existing directors of SpinCo shall duly elect the individuals listed as members of the SpinCo board of directors of each in the Information Statement, and such individual shall become the members of the Mallinckrodt Holding Companies SpinCo board of directors effective as of no later than immediately prior to the Distribution.
(h) Prior to the Distribution, each individual who will be an employee of any Manitowoc ParentCo Entity after the Distribution and who is a director or officer of any SpinCo Entity shall meet have resigned or been removed from each such directorship and office held by such individual, effective no later than immediately prior to consider, and if thought fit, approve: the Distribution.
(i) Each of SpinCo and Manitowoc ParentCo will take all reasonable steps necessary or desirable to cause the transfer of its entire issued share capital from Covidien conditions set forth in Section 3.3 to Mallinckrodt, conditional only upon be satisfied and to effect the Distribution being effected; and (ii) the updating of all statutory registers to reflect such transferDistribution.
Appears in 3 contracts
Sources: Master Separation and Distribution Agreement (Manitowoc Co Inc), Master Separation and Distribution Agreement (Manitowoc Foodservice, Inc.), Master Separation and Distribution Agreement (Manitowoc Foodservice, Inc.)
Actions Prior to the Distribution. Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:
(a) Covidien and Mallinckrodt shall prepare and mailFRP shall, to the extent possible, give the Nasdaq not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act.
(b) On or prior to the Distribution Date, FRP and Patriot shall take all necessary actions to cause the Internal Transactions to occur.
(c) On or prior to the holders Distribution Date, FRP and Patriot shall take all necessary actions so that as of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations the Effective Time: (i) the directors and management, executive officers of Patriot shall be those set forth in the Information Statement mailed to the Record Holders prior to the Distribution Date; and such other matters (ii) each individual referred to in Schedule 3.2(c) shall have resigned from his or her position, if any, as Covidien a member of the board of directors or employee of FRP or Patriot, as applicable, except as otherwise set forth in Schedule 3.2(c) to this Agreement.
(d) Patriot shall reasonably determine prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the Patriot Common Stock to be distributed in the Distribution on the Nasdaq Global Select Market, subject to official notice of distribution.
(e) Patriot shall file any amendments or supplements to the Form 10 as may be necessary or advisable in order to cause the Form 10 to become and remain effective as required by Lawthe SEC or federal, state or other applicable securities Laws. Covidien FRP and Mallinckrodt Patriot shall cooperate in preparing, filing with the SEC 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 advisable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. FRP and Patriot will prepare, and Mallinckrodt Patriot will, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which Covidien FRP determines are necessary or desirable to effectuate the Distribution Distribution, and Covidien FRP and Mallinckrodt Patriot shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable.
(b) Covidien . FRP and Mallinckrodt Patriot 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 under any foreign jurisdiction) in connection with the Distribution.
(cf) Mallinckrodt shall prepare FRP shall, as soon as is reasonably practicable after the Form 10 is declared effective under the Exchange Act and file, and shall use its reasonable best efforts to have approved, an application for the listing of the Mallinckrodt Spin Shares on the NYSE, subject to official notice of issuance.
(d) Covidien and Mallinckrodt shall take all such action as may be necessary or appropriate to provide for the adoption by Mallinckrodt of the Memorandum and Articles of Association in such form as may be reasonably determined by Covidien and Mallinckrodt.
(e) Covidien shall take all such action as may be necessary or appropriate so that, prior to the Distribution, the board of directors of each Patriot has approved the Distribution, cause the Information Statement to be mailed to the Record Holders.
(g) FRP and Patriot shall take all actions as may be necessary to approve the grants of the Mallinckrodt Holding Companies shall meet to consider, adjusted equity awards by FRP (in respect of FRP Common Stock) and if thought fit, approve: Patriot (iin respect of Patriot Common Stock) the transfer of its entire issued share capital from Covidien to Mallinckrodt, conditional only upon in connection with the Distribution being effected; and (ii) in order to satisfy the updating requirements of all statutory registers to reflect such transferRule 16b-3 under the Exchange Act.
Appears in 3 contracts
Sources: Separation and Distribution Agreement (FRP Holdings, Inc.), Separation and Distribution Agreement (New Patriot Transportation Holding, Inc.), Separation and Distribution Agreement (New Patriot Transportation Holding, Inc.)
Actions Prior to the Distribution. Subject to the satisfaction or waiver of the conditions set forth in Section 3.3, the actions set forth in this Section 3.1 shall be taken before the Distribution Date.
(a) Covidien The Board of Directors of FNF shall establish the Distribution Date and Mallinckrodt any appropriate procedures in connection with the Distribution. FNF and JAX shall prepare use commercially reasonable efforts to (i) cooperate with each other with respect to the preparation of the Registration Statement and the Information Statement, (ii) cause the Registration Statement to become effective under the Exchange Act and to keep the Registration Statement effective until the Effective Time, and (iii) mail, prior to promptly after effectiveness of the Registration Statement and on or promptly after the Record Date, and in any event before the Distribution Date, to the holders of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and managementFNFV Common Stock as of the Record Date, the Distribution and such other matters as Covidien shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, to Information Statement or a notice of the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicableinternet availability thereof.
(b) Covidien FNF shall enter into a distribution agent agreement with the Distribution Agent (the “Distribution Agent Agreement”) providing for, among other things the Distribution to the holders of FNFV Common Stock in accordance with this Article III.
(c) FNF and Mallinckrodt JAX shall deliver to the Distribution Agent (i) book-entry transfer authorizations for all of the outstanding shares of JAX Common Stock to be distributed in connection with the payment of the Distribution and (ii) all information required to complete the Distribution on the basis set forth herein and under the Distribution Agent Agreement. Following the Distribution Date, upon the request of the Distribution Agent, JAX shall provide to the Distribution Agent all book-entry transfer authorizations of JAX Common Stock that the Distribution Agent shall require to further effect the Distribution.
(d) Each of FNF and JAX shall execute and deliver to the other Party, or cause the appropriate members of its Group to execute and deliver to the other Party, each of the Ancillary Agreements and any other document necessary to effect the transactions contemplated by this Agreement.
(e) FNF will establish the Record Date and give the NYSE the required notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act.
(f) Each Party shall cooperate with the other Party to accomplish the Distribution and shall take any and all actions necessary or desirable to effect the Distribution.
(g) The Parties will take all actions and make all filings as FNF, in consultation with JAX but ultimately in its sole and absolute discretion, determines are necessary or appropriate, to cause the transfer or issuance of all material Consents in order for FNF and JAX to operate their respective Businesses independently of each other in the manner contemplated hereunder and under the Ancillary Agreements. JAX will prepare, file and use commercially reasonable efforts to make effective an application for listing of the JAX Common Stock on the NYSE, subject to official notice of issuance.
(h) FNF shall, in its sole discretion, determine (i) whether to proceed with all or part of the Distribution, (ii) the Distribution Date, (iii) the timing and conditions to the Distribution and (iv) the terms thereof. FNF may, at any time and from time to time before the Effective Time, change the terms of the Distribution, including by delaying or accelerating the timing of the Distribution. FNF shall use good faith efforts to provide notice to JAX of any such change. FNF may select, for itself and for JAX, outside financial advisors, outside counsel, agents and the financial printer employed in connection with the transactions hereunder in its sole and absolute discretion.
(i) FNF and JAX shall take all actions necessary so that the JAX Certificate of Incorporation and the JAX Bylaws shall be in effect at or before the Effective Time.
(j) FNF and JAX shall take all such action actions as may be FNF, in consultation with JAX but ultimately in its sole and absolute discretion, determines are necessary or appropriate under the applicable federal or state securities or blue sky laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution.
(c) Mallinckrodt shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the Mallinckrodt Spin Shares on the NYSE, subject to official notice of issuance.
(d) Covidien and Mallinckrodt shall take all such action as may be necessary or appropriate to provide for the adoption by Mallinckrodt of the Memorandum and Articles of Association in such form as may be reasonably determined by Covidien and Mallinckrodt.
(e) Covidien shall take all such action as may be necessary or appropriate so that, prior to the Distribution, the board of directors of each of the Mallinckrodt Holding Companies shall meet to consider, and if thought fit, approve: (i) the transfer of its entire issued share capital from Covidien to Mallinckrodt, conditional only upon the Distribution being effected; and (ii) the updating of all statutory registers to reflect such transfer.
Appears in 3 contracts
Sources: Separation and Distribution Agreement (J. Alexander's Holdings, Inc.), Separation and Distribution Agreement (J. Alexander's Holdings, Inc.), Separation and Distribution Agreement (J. Alexander's Holdings, Inc.)
Actions Prior to the Distribution. (a) Covidien and Mallinckrodt shall prepare and mail, prior Subject to the Distribution Dateconditions specified in Section 3.2 and subject to Section 3.5, to each of the holders of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien parties shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all necessary approvals from consummate the SEC with respect thereto as soon as practicableDistribution. Such actions shall include those specified in this Section 3.1.
(b) Covidien Prior to the Distribution, each of the parties will execute and Mallinckrodt deliver all Ancillary Agreements to which it is a party, and will cause the other SnackCo Entities and GroceryCo Entities, as applicable, to execute and deliver any Ancillary Agreements to which such Persons are parties.
(c) Prior to the Distribution, GroceryCo shall mail a notice of Internet availability of the Information Statement or the Information Statement to the Record Holders.
(d) GroceryCo shall prepare, file with the SEC and use its reasonable best efforts to 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.
(e) Each of the parties shall take all such action actions as may be necessary or appropriate under the securities or blue sky laws Laws of the states or other political subdivisions of the United States (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the Distribution.
(cf) Mallinckrodt GroceryCo shall prepare and file, and shall use its reasonable best efforts to have approvedapproved prior to the Distribution, an application for the listing on NASDAQ of the Mallinckrodt Spin Shares on GroceryCo Common Stock to be distributed in the NYSEDistribution, subject to official notice of issuancelisting.
(dg) Covidien and Mallinckrodt Prior to the Distribution, the existing directors of GroceryCo shall take all such action duly elect the individuals listed as may be necessary or appropriate to provide for the adoption by Mallinckrodt members of the Memorandum GroceryCo board of directors in the Information Statement, and Articles such individuals shall become the members of Association the GroceryCo board of directors in connection with the Distribution; provided, however, that to the extent required by any Law or requirement of NASDAQ, one independent director shall be appointed by the existing board of directors of GroceryCo and begin his or her term prior to the Distribution in accordance with such form as may be reasonably determined by Covidien and MallinckrodtLaw or requirement.
(eh) Covidien Prior to the Distribution, each individual who will be an employee of any SnackCo Entity after the Distribution and who is a director or officer of any GroceryCo Entity shall take all have resigned or been removed from each such action as may be necessary or appropriate so thatdirectorship and office held by such person, effective no later than immediately prior to the Distribution.
(i) Immediately prior to the Distribution, GroceryCo’s Restated Articles of Incorporation and Restated Bylaws, each in substantially the board of directors of each of form filed as an exhibit to the Mallinckrodt Holding Companies Form 10, shall meet be in effect.
(j) The parties shall, subject to considerSection 3.5, take all reasonable steps necessary and if thought fit, approve: (i) appropriate to cause the transfer of its entire issued share capital from Covidien conditions set forth in Section 3.2 to Mallinckrodt, conditional only upon be satisfied and to effect the Distribution being effected; and (ii) on the updating of all statutory registers to reflect such transferDistribution Date.
Appears in 3 contracts
Sources: Separation and Distribution Agreement, Separation and Distribution Agreement (Kraft Foods Group, Inc.), Separation and Distribution Agreement (Mondelez International, Inc.)
Actions Prior to the Distribution. (a) Covidien and Mallinckrodt shall prepare and mail, prior Subject to the Distribution Dateconditions specified in Section 4.02 and subject to Section 5.03, Honeywell and SpinCo shall use reasonable best efforts to consummate the Distribution. Such efforts shall include taking the actions specified in this Section 4.01.
(b) Prior to the holders Distribution, Honeywell shall mail notice of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and management, Internet availability of the Distribution and such other matters as Covidien shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, Information Statement or the Information Statement to the extent required under applicable LawRecord Holders.
(c) SpinCo shall prepare, file with the SEC any such documentation Commission and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all 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 approvals from or appropriate in connection with the SEC with respect thereto as soon as practicabletransactions contemplated by this Agreement or any of the Ancillary Agreements.
(bd) Covidien Honeywell and Mallinckrodt SpinCo 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 (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the Distribution.
(ce) Mallinckrodt SpinCo shall prepare and file, and shall use its reasonable best efforts to have approvedapproved prior to the Distribution, an application for the listing of the Mallinckrodt Spin Shares SpinCo Common Stock to be distributed in the Distribution on the NYSEExchange, subject to official notice of issuancedistribution.
(df) Covidien and Mallinckrodt Prior to the Distribution, Honeywell, in its capacity as sole stockholder of SpinCo, shall take all such action have duly elected to the SpinCo board of directors the individuals listed as may be necessary or appropriate to provide for the adoption by Mallinckrodt members of the Memorandum SpinCo board of directors in the Information Statement, and Articles such individuals shall be the members of Association in such form the SpinCo board of directors effective as may of immediately after the Distribution; provided, however, that to the extent required by any Law or requirement of the Exchange or any other national securities exchange, as applicable, one independent director shall be reasonably determined appointed by Covidien the existing board of directors of SpinCo prior to the date on which “when-issued” trading of the SpinCo Common Stock begins on the Exchange and Mallinckrodtbegin his or her term prior to the Distribution and shall serve on SpinCo’s Audit Committee, Compensation Committee and Nominating and Governance Committee.
(eg) Covidien Prior to the Distribution, Honeywell shall take all such action deliver or cause to be delivered to SpinCo resignations, effective as may of immediately after the Distribution, of each individual who will be necessary an employee of any member of the Honeywell Group after the Distribution and who is an officer or appropriate so that, director of any member of the SpinCo Group immediately prior to the Distribution.
(h) Immediately prior to the Distribution, the board Amended and Restated Certificate of directors Incorporation and the Amended and Restated By-laws of SpinCo, each of in substantially the Mallinckrodt Holding Companies form filed as an exhibit to the Form 10, shall meet to consider, and if thought fit, approve: be in effect.
(i) Honeywell and SpinCo shall, subject to Section 5.03, take all reasonable steps necessary and appropriate to cause the transfer of its entire issued share capital from Covidien conditions set forth in Section 4.02 to Mallinckrodt, conditional only upon be satisfied and to effect the Distribution being effected; on the Distribution Date.
(j) Prior to the Distribution, SpinCo shall make capital and (ii) other expenditures and operate its cash management, accounts payable and receivables collection systems in the updating ordinary course of all statutory registers to reflect such transferbusiness consistent with prior practice except as required in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.
Appears in 3 contracts
Sources: Separation and Distribution Agreement (Garrett Motion Inc.), Separation and Distribution Agreement (Garrett Motion Inc.), Separation and Distribution Agreement (Garrett Transportation Systems Inc.)
Actions Prior to the Distribution. (a) Covidien Subject to Section 3.02 and Mallinckrodt Section 4.02, OCWEN and ALTISOURCE shall use reasonable efforts to consummate the Distribution, including by taking the actions specified in this Section 3.01.
(b) Prior to the Distribution Date, OCWEN shall mail the Information Statement to the Record Holders.
(c) ALTISOURCE shall prepare and mailfile, and shall use reasonable efforts to have approved prior to the Distribution Date, an application for the listing of the ALTISOURCE Common Stock to the holders of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and management, be distributed in the Distribution and such other matters as Covidien shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepareon NASDAQ or another national securities exchange, and Mallinckrodt will, subject to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicableofficial notice of distribution.
(bd) Covidien OCWEN and Mallinckrodt ALTISOURCE shall use reasonable efforts to take all such action action, if any, as may be necessary or appropriate under the state securities or blue sky laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution.
(c) Mallinckrodt shall prepare transactions contemplated by this Agreement and file, and shall use its reasonable best efforts to have approved, an application for the listing of the Mallinckrodt Spin Shares on the NYSE, subject to official notice of issuance.
(d) Covidien and Mallinckrodt shall take all such action as may be necessary or appropriate to provide for the adoption by Mallinckrodt of the Memorandum and Articles of Association in such form as may be reasonably determined by Covidien and MallinckrodtAncillary Agreements.
(e) Covidien OCWEN and ALTISOURCE shall take all such action as may be cooperate in preparing, filing with the Commission and causing to become effective any registration statements or amendments thereof which are necessary or appropriate so thatin order to effect the transactions contemplated hereby or to reflect the establishment of, or amendments to, any employee benefit and other plans contemplated by the Employee Matters Agreement requiring registration under the Securities Act.
(f) Prior to the Distribution Date, OCWEN shall duly elect, as members of the ALTISOURCE board of directors, the individuals listed as members of the ALTISOURCE board of directors in the Information Statement, and such individuals shall continue to be members of the ALTISOURCE board of directors on the Distribution Date.
(g) Immediately prior to the DistributionDistribution Date, the board articles of directors incorporation of each of ALTISOURCE, in substantially the Mallinckrodt Holding Companies form filed as an exhibit to the Form 10, shall meet to consider, and if thought fit, approve: (i) the transfer of its entire issued share capital from Covidien to Mallinckrodt, conditional only upon the Distribution being effected; and (ii) the updating of all statutory registers to reflect such transferbe in effect.
Appears in 3 contracts
Sources: Separation Agreement (Altisource Portfolio Solutions S.A.), Separation Agreement (Ocwen Financial Corp), Separation Agreement (Altisource Portfolio Solutions S.A.)
Actions Prior to the Distribution. Subject to the satisfaction or waiver of the conditions set forth in Section 3.3, the actions set forth in this Section 3.1 shall be taken prior to the Distribution Date.
(a) Covidien The Board of Directors of ADP shall establish the Distribution Date and Mallinckrodt any appropriate procedures in connection with the Distribution. ADP and Broadridge shall prepare use commercially reasonable efforts to (i) cooperate with each other with respect to the preparation of the Registration Statement and the Information Statement, (ii) cause the Registration Statement to become effective under the Exchange Act, and (iii) mail, promptly after effectiveness of the Registration Statement and on or promptly after the Record Date, and in any event prior to the Distribution Date, to the holders of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and managementADP Common Stock as of the Record Date, the Distribution and such other matters as Covidien shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicableInformation Statement.
(b) Covidien ADP shall enter into a distribution agent agreement with the Distribution Agent (the “Distribution Agent Agreement”) providing for, among other things, (i) the payment of the Distribution to the holders of ADP Common Stock in accordance with this Article III and Mallinckrodt the Distribution Agent Agreement, and (ii) the designation of Broadridge as a third party beneficiary.
(c) ADP and Broadridge shall deliver to the Distribution Agent (i) book-entry transfer authorizations for all of the outstanding shares of Broadridge Common Stock to be distributed in connection with the payment of the Distribution and (ii) all information required to complete the Distribution on the basis set forth herein and under the Distribution Agent Agreement. Following the Distribution Date, upon the request of the Distribution Agent, Broadridge shall provide to the Distribution Agent book-entry transfer authorizations of Broadridge Common Stock that the Distribution Agent shall require in order to further effect the Distribution.
(d) Each of ADP and Broadridge shall execute and deliver to the other Party, or cause the appropriate members of its Group to execute and deliver to the other Party, each of the Ancillary Agreements and any other document necessary to effect the transactions contemplated by this Agreement.
(e) ADP will establish the Record Date and give the NYSE the required notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act and Rule 204.21 of the NYSE Listed Company Manual.
(f) Each Party shall cooperate with the other Party to accomplish the Distribution and shall take any and all actions necessary or desirable to effect the Distribution.
(g) The Parties will take all actions and make all filings as ADP, in consultation with Broadridge but ultimately in its sole and absolute discretion, determines are necessary or appropriate, to cause the transfer or issuance of all material Consents in order for ADP and Broadridge to operate their respective Businesses independently of each other in the manner contemplated hereunder and under the Ancillary Agreements. Broadridge will prepare, file and use commercially reasonable efforts to make effective an application for listing of the Broadridge Common Stock on the NYSE, subject to official notice of issuance.
(h) ADP shall, in its sole discretion, determine (i) whether to proceed with all or part of the Distribution, (ii) the Distribution Date, (iii) the timing and conditions to the Distribution and (iv) the terms thereof. ADP may, at any time and from time to time prior to the Effective Time, change the terms of the Distribution, including by delaying or accelerating the timing of the Distribution. ADP shall use good faith efforts to provide notice to Broadridge of any such change. ADP may select, for itself and for Broadridge, outside financial advisors, outside counsel, agents and the financial printer employed in connection with the transactions hereunder in its sole and absolute discretion.
(i) ADP and Broadridge shall take all actions necessary so that the Broadridge Certificate of Incorporation and the Broadridge Bylaws shall be in effect at or prior to the Effective Time.
(j) ADP and Broadridge shall take all such action actions as may be ADP, in consultation with Broadridge but ultimately in its sole and absolute discretion, determines are necessary or appropriate under the applicable federal or state securities or blue sky laws of the United States (and any comparable Laws laws under any foreign jurisdiction) in connection with the Distribution.
(c) Mallinckrodt shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the Mallinckrodt Spin Shares on the NYSE, subject to official notice of issuance.
(d) Covidien and Mallinckrodt shall take all such action as may be necessary or appropriate to provide for the adoption by Mallinckrodt of the Memorandum and Articles of Association in such form as may be reasonably determined by Covidien and Mallinckrodt.
(e) Covidien shall take all such action as may be necessary or appropriate so that, prior to the Distribution, the board of directors of each of the Mallinckrodt Holding Companies shall meet to consider, and if thought fit, approve: (i) the transfer of its entire issued share capital from Covidien to Mallinckrodt, conditional only upon the Distribution being effected; and (ii) the updating of all statutory registers to reflect such transfer.
Appears in 3 contracts
Sources: Separation and Distribution Agreement, Separation and Distribution Agreement (Broadridge Financial Solutions, LLC), Separation and Distribution Agreement (Automatic Data Processing Inc)
Actions Prior to the Distribution. (a) Covidien Allergan and Mallinckrodt AMO shall cooperate in preparing, and AMO shall file with the Commission, the Registration Statement, and such amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by law, including filing such amendments to the Registration Statement as may be required by the Commission or Federal, state or foreign securities laws. AMO shall use its reasonable efforts to cause the Registration Statement to become effective under the Exchange Act as soon as practicable within the one month period prior to the Distribution Date. Allergan and AMO shall also cooperate 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 Contribution, the Distribution or the other transactions contemplated by this Agreement and the Ancillary Agreements, including the Employee Matters Agreement.
(b) Representatives of AMO shall participate in the preparation of materials and presentations as Allergan's legal and financial advisors shall deem necessary or desirable.
(c) Allergan and AMO shall prepare and mail, on or prior to the Distribution Date, to the holders of Covidien Ordinary SharesAllergan Common Stock, such information concerning MallinckrodtAMO, its business, operations and management, the Distribution and such other matters as Covidien Allergan shall reasonably determine and as may be required by Lawlaw. Covidien Allergan and Mallinckrodt AMO will prepare, and Mallinckrodt AMO will, to the extent required under applicable Lawlaw, file with the SEC Commission any such documentation and any requisite no-action letters which Covidien Allergan determines are necessary or desirable to effectuate the Distribution and Covidien Allergan and Mallinckrodt AMO shall each use its reasonable best efforts to obtain all necessary approvals from the SEC Commission with respect thereto as soon as practicable.
(bd) Covidien Allergan and Mallinckrodt AMO 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 laws under any foreign jurisdiction) in connection with the Distribution.
(ce) Mallinckrodt Allergan and AMO shall cooperate and take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.04 (subject to Section 3.03 and Section 3.04(a)(viii)) to be satisfied and to effect the Distribution on the Distribution Date.
(f) AMO shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the Mallinckrodt Spin Shares AMO Common Stock to be distributed in the Distribution on the NYSENew York Stock Exchange, subject to official notice of issuancedistribution.
(dg) Covidien Allergan shall pay all third party costs, fees and Mallinckrodt shall take all such action as may be necessary or appropriate expenses relating to provide for the adoption by Mallinckrodt costs of producing and filing the Memorandum Registration Statement, and Articles of Association in such form as may be reasonably determined by Covidien printing, mailing and Mallinckrodtotherwise distributing the Information Statement.
(eh) Covidien shall take all such action as may be necessary or appropriate so that, prior The parties agree to comply with the provisions of the Tax Sharing Agreement relating to the Distribution, taking of actions or inactions that may affect the board of directors of each of Section 355 Tax Treatment (as defined in the Mallinckrodt Holding Companies shall meet to consider, and if thought fit, approve: (i) the transfer of its entire issued share capital from Covidien to Mallinckrodt, conditional only upon the Distribution being effected; and (ii) the updating of all statutory registers to reflect such transferTax Sharing Agreement).
Appears in 2 contracts
Sources: Contribution and Distribution Agreement (Amo Holdings LLC), Contribution and Distribution Agreement (Allergan Inc)
Actions Prior to the Distribution. (a) Covidien Spinco shall cooperate with Parent to give effect to and Mallinckrodt accomplish the Distribution, including in connection with the preparation of all documents and the making of all filings required under Applicable Law in connection with the Distribution. Parent shall be entitled to direct and control the efforts of the Parties in connection with the Distribution, including the selection of an investment bank or banks to manage the Distribution, as well as any financial printer, solicitation agent, exchange agent and financial, legal, accounting and other advisors of Parent, and Spinco shall use reasonable best efforts to take, or to cause to be taken, all actions and to do, or cause to be done, all other things reasonably necessary to facilitate the Distribution as reasonably directed by Parent. Without limiting the foregoing, Spinco shall and shall cause its employees, advisors, agents, accountants, counsel and other representatives to, as directed by Parent, reasonably cooperate in and take the following actions: (i) preparing and filing a registration statement or statements for the registration under the Securities Act or the Exchange Act, as applicable, on an appropriate registration form or forms designated by Parent (the “Spinco Registration Statement”); (ii) participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, “road shows” and similar meetings or sessions in connection with the Distribution, including in any marketing efforts requested by Parent, which participation shall be subject to, and may be concurrent with, any such activities required in respect of the Exchange Offer; (iii) furnishing to any dealer manager or similar agent participating in the Distribution (A) “comfort” letters from independent public accountants in customary form and covering such matters as are customary for an underwritten public offering (including with respect to events subsequent to the date of financial statements included in any offering document) and (B) opinions and negative assurance letters of counsel in customary form and covering such matters as reasonably may be requested; and (iv) furnishing all historical and forward-looking financial and other relevant financial and other information that is available to Spinco and is reasonably required in connection with the Distribution.
(b) Parent and Spinco shall prepare and mail, prior to the Distribution DateDate and in accordance with Applicable Law, to the holders of Covidien Ordinary SharesParent Common Stock, such information concerning MallinckrodtParent, its businessSpinco and Merger Partner, their respective businesses, operations and management, the Distribution and such other matters as Covidien Parent reasonably shall reasonably determine and as may be required by Applicable Law. Covidien Parent and Mallinckrodt will Spinco shall prepare, and Mallinckrodt willSpinco shall, to the extent required under applicable by Applicable Law, file with the SEC any such documentation and any requisite no-action letters which Covidien letter that Parent determines are necessary or desirable to effectuate the Distribution Distribution, and Covidien Parent and Mallinckrodt Spinco each shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto to the foregoing as soon as practicable.
(bc) Covidien Parent and Mallinckrodt Spinco shall take all such action actions as may be necessary or appropriate desirable under the securities any applicable securities, “blue sky” or blue sky comparable laws of the United States (States, the states and territories thereof and any comparable Laws under any foreign jurisdiction) jurisdiction in connection with the Distribution.
(c) Mallinckrodt shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the Mallinckrodt Spin Shares on the NYSE, subject to official notice of issuance.
(d) Covidien Parent and Mallinckrodt Spinco shall take all such action as may be actions and steps reasonably necessary or and appropriate to provide for cause the adoption by Mallinckrodt of the Memorandum and Articles of Association in such form as may be reasonably determined by Covidien and Mallinckrodt.
(e) Covidien shall take all such action as may be necessary or appropriate so that, prior conditions to the Distribution, the board of directors of each of the Mallinckrodt Holding Companies shall meet Distribution set forth in Section 4.04 to consider, be satisfied as soon as practicable and if thought fit, approve: (i) the transfer of its entire issued share capital from Covidien to Mallinckrodt, conditional only upon effect the Distribution being effected; and (ii) on the updating of all statutory registers to reflect such transferDistribution Date in accordance with this Agreement.
Appears in 2 contracts
Sources: Separation Agreement, Separation Agreement (Lockheed Martin Corp)
Actions Prior to the Distribution. (a) Covidien Emergent shall, to the extent possible, give the NYSE not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act.
(b) Emergent and Mallinckrodt Aptevo shall prepare and mail, prior to the Distribution Date, to the holders of Covidien Ordinary Emergent Common Shares, such information concerning MallinckrodtAptevo, its business, operations and management, the Distribution and such other matters as Covidien Emergent shall reasonably determine and as may be required by Law. Covidien Emergent and Mallinckrodt Aptevo will prepare, and Mallinckrodt Aptevo will, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which Covidien Emergent determines are necessary or desirable to effectuate the Distribution and Covidien Emergent and Mallinckrodt Aptevo shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable.
(bc) Covidien Aptevo shall prepare, file with the SEC and Mallinckrodt 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) Emergent and Aptevo shall take all such action as may be necessary or appropriate under the securities or blue sky laws Laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution.
(ce) Mallinckrodt Emergent shall enter into a distribution agent agreement with the Agent or otherwise provide instructions to the Agent regarding the Distribution.
(f) Aptevo shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the Mallinckrodt Aptevo Spin Shares on the NYSENasdaq, subject to official notice of issuance.
(dg) Covidien Emergent and Mallinckrodt Aptevo shall take all such action as may be necessary or appropriate to provide for the adoption by Mallinckrodt Aptevo of the Memorandum its certificate of incorporation and Articles of Association bylaws in such form as Emergent may be reasonably determined by Covidien and Mallinckrodtdetermine in its sole discretion.
(eh) Covidien At or prior to the Effective Time, Emergent and Aptevo shall take all such action actions as may be necessary to approve the stock-based employee benefit plans of Aptevo in order to satisfy the requirements of Rule 16b-3 under the Exchange Act and the applicable rules and regulations of Nasdaq.
(i) Emergent and Aptevo shall cooperate to change the name, effective on or appropriate so that, prior to the DistributionDistribution Date, the board of directors any entity that is part of each of the Mallinckrodt Holding Companies shall meet to consider, and if thought fit, approve: (i) the transfer Aptevo and any of its entire issued share capital from Covidien Affiliates so that the words “Emergent BioSolutions”, or, if separate, “Emergent” or “Biosolutions” are changed to Mallinckrodt“Aptevo” without “Emergent” or “BioSolutions” as part of any such name, conditional only upon the Distribution being effected; and (ii) Emergent and its Affiliates so that the updating word “Aptevo” is changed to “Emergent BioSolutions” (or other word(s)) without “Aptevo” as part of all statutory registers any such name.
(j) Emergent and Aptevo shall cooperate to reflect such transfercause the conditions to the Distribution set forth in this Article III to be satisfied and to effect the Distribution at the Effective Time.
Appears in 2 contracts
Sources: Separation and Distribution Agreement (Aptevo Therapeutics Inc.), Separation and Distribution Agreement (Aptevo Therapeutics Inc.)
Actions Prior to the Distribution. (a) Covidien and Mallinckrodt shall prepare and mail, prior Subject to the Distribution Dateconditions specified in Section 4.02 and subject to Section 5.03, Parent and SpinCo shall use reasonable best efforts to consummate the Distribution. Such efforts shall include taking the actions specified in this Section 4.01.
(b) Prior to the holders Distribution, Parent shall mail the Notice of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and management, Internet Availability of the Distribution and such other matters as Covidien shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, Information Statement or the Information Statement to the extent required under applicable LawRecord Holders.
(c) SpinCo shall prepare, file with the SEC any such documentation Commission and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all 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 approvals from or appropriate in connection with the SEC with respect thereto as soon as practicabletransactions contemplated by this Agreement or any of the Ancillary Agreements.
(bd) Covidien Parent and Mallinckrodt SpinCo 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 (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the Distribution.
(ce) Mallinckrodt SpinCo shall prepare and file, and shall use its reasonable best efforts to have approvedapproved prior to the Distribution, an application for the listing of the Mallinckrodt Spin Shares SpinCo Common Stock to be distributed in the Distribution on the NYSEExchange, subject to official notice of issuancedistribution.
(df) Covidien and Mallinckrodt Prior to the Distribution, Parent, in its capacity as sole stockholder of SpinCo, shall take all such action have duly elected to the SpinCo board of directors the individuals listed as may be necessary or appropriate to provide for the adoption by Mallinckrodt members of the Memorandum SpinCo board of directors in the Information Statement, and Articles such individuals shall be the members of Association in such form the SpinCo board of directors effective as may of immediately after the Distribution; provided, however, that to the extent required by any Law or requirement of the Exchange or any other national securities exchange, as applicable, one independent director shall be reasonably determined appointed by Covidien the existing board of directors of SpinCo prior to the date on which “when-issued” trading of the SpinCo Common Stock begins on the Exchange and Mallinckrodtbegin his or her term prior to the Distribution and shall serve on SpinCo’s Audit Committee, Compensation Committee and Nominating and Governance Committee.
(eg) Covidien Prior to the Distribution, Parent shall take all such action deliver or cause to be delivered to SpinCo resignations, effective as may of immediately after the Distribution, of each individual who will be necessary an employee of any member of the Parent Group after the Distribution and who is an officer or appropriate so that, director of any member of the SpinCo Group immediately prior to the Distribution.
(h) Immediately prior to the Distribution, the board Amended and Restated Certificate of directors Incorporation and the Amended and Restated By-laws of SpinCo, each of in substantially the Mallinckrodt Holding Companies form filed as an exhibit to the Form 10, shall meet to consider, and if thought fit, approve: be in effect.
(i) Parent and SpinCo shall, subject to Section 5.03, take all reasonable steps necessary and appropriate to cause the transfer of its entire issued share capital from Covidien conditions set forth in Section 4.02 to Mallinckrodt, conditional only upon be satisfied and to effect the Distribution being effected; on the Distribution Date.
(j) Prior to the Distribution, SpinCo shall make capital and (ii) other expenditures and operate its cash management, accounts payable and receivables collection systems in the updating ordinary course of all statutory registers to reflect such transferbusiness consistent with prior practice except as required in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.
Appears in 2 contracts
Sources: Separation and Distribution Agreement (Kyndryl Holdings, Inc.), Separation and Distribution Agreement (Kyndryl Holdings, LLC)
Actions Prior to the Distribution. (a) Covidien SpinCo shall cooperate with GPC to give effect to and Mallinckrodt accomplish the Distribution, including in connection with the preparation of all documents and the making of all filings required under Applicable Law in connection with the Distribution. GPC shall be entitled to direct and control the efforts of the Parties in connection with, and prior to, the Distribution, including the selection of an investment bank or banks to manage the Distribution, as well as any financial, legal, accounting and other advisors of GPC, and SpinCo shall use reasonable best efforts to take, or to cause to be taken, all actions and to do, or cause to be done, all other things reasonably necessary to facilitate the Distribution as reasonably directed by GPC. Without limiting the foregoing, prior to the Distribution, SpinCo shall and shall cause its employees, advisors, agents, accountants, counsel and other representatives to, as directed by GPC, reasonably cooperate in and take the following actions: (i) preparing and filing a registration statement or statements for the registration under the Securities Act or the Exchange Act, as applicable, on an appropriate registration form or forms designated by GPC; (ii) participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, “road shows” and similar meetings or sessions in connection with the Distribution; (iii) furnishing to any dealer manager or similar agent participating in the Distribution (A) “comfort” letters from independent public accountants in customary form and covering such matters as are customary for an underwritten public offering (including with respect to events subsequent to the date of financial statements included in any offering document) and (B) opinions and negative assurance letters of counsel in customary form and covering such matters as reasonably may be requested; and (iv) furnishing all historical and forward-looking financial and other relevant financial and other information that is available to SpinCo and is reasonably required in connection with the Distribution.
(b) GPC and SpinCo shall prepare and mail, prior to the Distribution DateDate and in accordance with Applicable Law, to the holders of Covidien Ordinary SharesGPC Common Stock, such information concerning MallinckrodtGPC, its businessSpinCo and RMT Parent, their respective businesses, operations and management, the Distribution and such other matters as Covidien GPC reasonably shall reasonably determine and as may be required by Applicable Law. Covidien GPC and Mallinckrodt will SpinCo shall prepare, and Mallinckrodt willSpinCo shall, to the extent required under applicable by Applicable Law, file with the SEC any such documentation and any requisite no-action letters which Covidien letter that GPC determines are necessary or desirable to effectuate the Distribution Distribution, and Covidien GPC and Mallinckrodt SpinCo each shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto to the foregoing as soon as practicable.
(bc) Covidien GPC and Mallinckrodt SpinCo shall take all such action actions as may be necessary or appropriate desirable under the securities any applicable securities, “blue sky” or blue sky comparable laws of the United States (States, the states and territories thereof and any comparable Laws under any foreign jurisdiction) jurisdiction in connection with the Distribution.
(c) Mallinckrodt shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the Mallinckrodt Spin Shares on the NYSE, subject to official notice of issuance.
(d) Covidien GPC and Mallinckrodt SpinCo shall take all such action as may be actions and steps reasonably necessary or and appropriate to provide for cause the adoption by Mallinckrodt of the Memorandum and Articles of Association in such form as may be reasonably determined by Covidien and Mallinckrodt.
(e) Covidien shall take all such action as may be necessary or appropriate so that, prior conditions to the Distribution, the board of directors of each of the Mallinckrodt Holding Companies shall meet Distribution set forth in Section 4.04 to consider, be satisfied as soon as practicable and if thought fit, approve: (i) the transfer of its entire issued share capital from Covidien to Mallinckrodt, conditional only upon effect the Distribution being effected; and (ii) on the updating of all statutory registers to reflect such transferDistribution Date in accordance with this Agreement.
Appears in 2 contracts
Sources: Separation Agreement (Essendant Inc), Separation Agreement (Essendant Inc)
Actions Prior to the Distribution. (a) Covidien and Mallinckrodt shall prepare and mail, prior Subject to the Distribution Dateconditions specified in Section 3.02 and subject to Section 4.03, SHLD and OSH shall use reasonable best efforts to consummate the Distribution. Such actions shall include those specified in this Section 3.01.
(b) Prior to the Distribution, SHLD shall make the Prospectus available to the holders of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and management, SHLD Common Stock as of the Distribution and such other matters as Covidien Record Date.
(c) OSH shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, to the extent required under applicable Law, file with the SEC any such documentation Commission and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all 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 approvals from or appropriate in connection with the SEC with respect thereto as soon as practicabletransactions contemplated by this Agreement or any of the Ancillary Agreements.
(bd) Covidien SHLD and Mallinckrodt OSH 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 (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the Distribution.
(ce) Mallinckrodt OSH shall prepare and file, and shall use its reasonable best efforts to have approvedapproved prior to the Distribution, an application for the listing of the Mallinckrodt Spin Shares OSH Class A Common Stock to be distributed in the Distribution on the NYSENasdaq, subject to official notice of issuancedistribution, and OSH shall prepare and file, and shall use reasonable best efforts to have approved prior to the Distribution, an application for the listing of the OSH Preferred Stock to be distributed in the Distribution on the OTCQB, OTC Bulletin Board, the “Pink Sheets” or another over-the-counter quotation system, subject to official notice of distribution.
(df) Covidien and Mallinckrodt Prior to the Distribution, the existing directors of OSH shall take all such action duly elect the individuals listed as may be necessary or appropriate to provide for the adoption by Mallinckrodt members of the Memorandum OSH board of directors in the Prospectus, and Articles such individuals shall be the members of Association in such form the OSH board of directors effective as may be reasonably determined by Covidien and Mallinckrodtof immediately after the Distribution.
(eg) Covidien Prior to the Distribution, SHLD shall take all such action deliver or cause to be delivered to OSH resignations, effective as may of immediately after the Distribution, of each individual who will be necessary an officer or appropriate so that, director of any member of the SHLD Group (other than Sears Canada Inc.) after the Distribution and who is an officer or director of any member of the OSH Group immediately prior to the Distribution.
(h) Immediately prior to the Distribution, the board Amended and Restated Certificate of directors Incorporation and Amended and Restated Bylaws of OSH, each of in substantially the Mallinckrodt Holding Companies form filed as an exhibit to the Form S-1, shall meet to consider, and if thought fit, approve: be in effect.
(i) Prior to the transfer of Distribution, OSH shall make capital and other expenditures and operate its entire issued share capital from Covidien cash management, accounts payable and receivables collection systems in the ordinary course consistent with prior practice.
(j) SHLD and OSH shall, subject to MallinckrodtSection 4.03, conditional only upon take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.02 to be satisfied and to effect the Distribution being effected; and (ii) on the updating of all statutory registers to reflect such transferDistribution Date.
Appears in 2 contracts
Sources: Distribution Agreement (Orchard Supply Hardware Stores Corp), Distribution Agreement (Orchard Supply Hardware Stores Corp)
Actions Prior to the Distribution. (a) Covidien and Mallinckrodt shall prepare and mail, prior Subject to the Distribution Dateconditions specified in Section 3.2 and subject to Section 3.5, each of the Parties will use reasonable best efforts to consummate the Distribution. Such actions will include those specified in this Section 3.1.
(b) Prior to the Distribution, each of the Parties will execute and deliver all Ancillary Agreements to which it is intended to be a party, and will cause the other Bearings Entities and TimkenSteel Entities, as applicable, to execute and deliver any Ancillary Agreements to which such Persons are intended to be parties.
(c) Prior to the holders of Covidien Ordinary SharesDistribution, such information concerning Mallinckrodt, its business, operations and management, TimkenSteel will mail the Distribution and such other matters as Covidien shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt Information Statement to the Record Holders.
(d) TimkenSteel will prepare, and Mallinckrodt will, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all 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 approvals from or appropriate in connection with the SEC with respect thereto as soon as practicabletransactions contemplated by this Agreement or any of the Ancillary Agreements.
(be) Covidien and Mallinckrodt shall Each of the Parties will take all such action actions as may be necessary or appropriate under the securities or blue sky laws Laws of the states or other political subdivisions of the United States (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the Distribution.
(cf) Mallinckrodt shall TimkenSteel will prepare and file, and shall will use its reasonable best efforts to have approvedapproved prior to the Distribution, an application for the listing on NYSE of the Mallinckrodt Spin TimkenSteel Common Shares on to be distributed in the NYSEDistribution, subject to official notice of issuancelisting.
(dg) Covidien and Mallinckrodt shall take all such action Prior to the Distribution, the existing directors of TimkenSteel will duly elect the individuals listed as may be necessary or appropriate to provide for the adoption by Mallinckrodt members of the Memorandum TimkenSteel board of directors in the Information Statement, and Articles such individuals will become the members of Association the TimkenSteel board of directors effective as of no later than immediately prior to the Distribution; provided, however, that to the extent required by any Law or requirement of NYSE or any other national securities exchange, as applicable, one independent director will be appointed by the existing board of directors of TimkenSteel and begin his or her term prior to the Distribution in accordance with such form as may be reasonably determined by Covidien and MallinckrodtLaw or requirement.
(eh) Covidien Prior to the Distribution, each individual who will be an employee of any Bearings Entity after the Distribution and who is a director or officer of any TimkenSteel Entity (other than TimkenSteel) shall take all have resigned or been removed from each such action as may be necessary or appropriate so thatdirectorship and office held by such person, effective no later than immediately prior to the Distribution.
(i) Immediately prior to the Distribution, TimkenSteel’s Restated Articles of Incorporation and Restated Code of Regulations each in substantially the board of directors of each of form filed as an exhibit to the Mallinckrodt Holding Companies shall meet Form 10, will be in effect.
(j) The Parties will, subject to considerSection 3.5, take all reasonable steps necessary and if thought fit, approve: (i) appropriate to cause the transfer of its entire issued share capital from Covidien conditions set forth in Section 3.2 to Mallinckrodt, conditional only upon be satisfied and to effect the Distribution being effected; and (ii) on the updating of all statutory registers to reflect such transferDistribution Date.
Appears in 2 contracts
Sources: Separation and Distribution Agreement (TimkenSteel Corp), Separation and Distribution Agreement (TimkenSteel Corp)
Actions Prior to the Distribution. (a) Covidien and Mallinckrodt shall prepare and mail, prior Prior to the Distribution Date, and in each case at the request of and to the holders of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations extent requested by Viad:
(a) Viad and management, MoneyGram shall prepare the Distribution Registration Statement. MoneyGram shall file with the Commission the Distribution Registration Statement. Viad and such other matters MoneyGram shall use their reasonable best efforts to cause the Distribution Registration Statement to become effective under the Exchange Act as Covidien promptly as reasonably practicable. Viad and MoneyGram shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt willprepare and, to the extent required under applicable Lawlaw, file with the SEC any such documentation Commission the Information Statement and any requisite no-action letters which Covidien determines Viad deems are necessary necessary, proper or desirable to effectuate effect the Distribution Distribution. Viad and Covidien and Mallinckrodt MoneyGram shall each use its their respective reasonable best efforts to obtain all necessary approvals from the SEC Commission with respect thereto thereto, if any, as soon as practicable. After the Distribution Registration Statement becomes effective, Viad shall mail the Information Statement to the holders of Viad Common Stock as of the Record Date.
(b) Covidien and Mallinckrodt The parties shall use their reasonable best efforts to take all such action actions as may be necessary necessary, proper or appropriate under the state securities or and blue sky laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distributiontransactions contemplated hereby.
(c) Mallinckrodt Viad and MoneyGram shall prepare and fileprepare, and MoneyGram shall use its reasonable best efforts file and seek to have approvedmake effective, an application for the listing on the NYSE of the Mallinckrodt Spin Shares on MoneyGram Common Stock to be distributed in the NYSEDistribution, subject to official notice of issuance.
(d) Covidien The parties shall cooperate in preparing, filing with the Commission and Mallinckrodt shall take all such action as may be causing to become effective any registration statements or amendments thereto that are necessary or appropriate in order to provide for effect the adoption by Mallinckrodt of transactions contemplated hereby or to reflect the Memorandum and Articles of Association in such form as may be reasonably determined by Covidien and Mallinckrodtestablishment of, or amendments to, any Plans contemplated hereby.
(e) Covidien shall take all such action as may be necessary or appropriate so that, prior Subject to the Distributionsatisfaction or waiver of the conditions set forth in Section 4.03 hereof, the board Board of directors Directors of Viad, or the Executive Committee thereof, if so authorized by the Board of Directors, shall establish the Record Date and any appropriate procedures in connection with the Distribution.
(f) Except as otherwise contemplated by the Other Agreements, each of Viad and MoneyGram shall use its reasonable best efforts to settle all intercompany receivables, payables, loans or advances between any member of the Mallinckrodt Holding Companies shall meet to consider, Viad Group and if thought fit, approve: (i) any member of the transfer of its entire issued share capital from Covidien to Mallinckrodt, conditional only upon MoneyGram Group within 60 days after the Distribution being effected; Date. Any amounts that remain outstanding thereafter shall be resolved pursuant to the terms hereof and (ii) of the updating of all statutory registers to reflect such transferOther Agreements.
Appears in 2 contracts
Sources: Separation and Distribution Agreement (Moneygram International Inc), Separation and Distribution Agreement (Moneygram International Inc)
Actions Prior to the Distribution. Prior to the Effective Time and subject to the to the terms and conditions set forth herein, including those specified in Section 3.02, and subject to Section 4.03, Parent and SpinCo shall take, or cause to be taken, the actions specified in this Section 3.01.
(a) Covidien and Mallinckrodt shall prepare and mailParent shall, prior to the Distribution DateDistribution, mail notice of Internet availability of the Information Statement or the Information Statement to the holders of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien Record Holders.
(b) SpinCo shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, to the extent required under applicable Law, file with the SEC any such documentation Commission and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all 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 approvals from or appropriate in connection with the SEC with respect thereto as soon as practicabletransactions contemplated by this Agreement or any of the Ancillary Agreements.
(bc) Covidien Parent and Mallinckrodt SpinCo shall take all such action as may be necessary or appropriate under the securities or blue sky laws Laws of the states or other political subdivisions of the United States (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the transactions contemplated by this Agreement or any of the Ancillary Agreements.
(d) SpinCo shall prepare and file, and shall use reasonable best efforts to have approved prior to the Distribution, an application for the listing of the SpinCo Common Stock to be distributed in the Distribution on the NYSE, subject to official notice of distribution.
(e) The individuals listed in the Information Statement as members of the SpinCo board of directors who will join the board at or prior to the Effective Time shall have been duly elected or appointed as such, effective prior to or as of the Effective Time, and such individuals shall be the members of the SpinCo board of directors as of the Effective Time, and the individuals listed as officers of SpinCo in the Information Statement shall have been duly elected or appointed to hold such positions set forth in the Information Statement, effective prior to or as of the Effective Time; provided, however, that to the extent required by any Law or requirement of the NYSE or any other national securities exchange, as applicable, one or more independent directors shall be appointed by the existing board of directors of SpinCo and begin their respective term(s) prior to the date on which “when-issued” trading of the SpinCo Common Stock begins on such national securities exchange and shall serve on SpinCo’s audit committee, and nominating and executive compensation committee.
(f) (i) Parent shall deliver or cause to be delivered to SpinCo resignations from SpinCo positions, effective as of the Effective Time, of each individual who will be an employee of any Parent Group Member after the Effective Time and who is an officer or director of any SpinCo Group Member immediately prior to the Effective Time and (ii) SpinCo shall deliver or cause to be delivered to Parent resignations from Parent positions, effective as of the Effective Time, of each individual who will be an employee of any SpinCo Group Member after the Effective Time and who is an officer or director of any Parent Group Member immediately prior to the Effective Time, except, in the case of each of (i) and (ii), as set forth on Section 3.01(f) of the Disclosure Schedules.
(g) Parent and SpinCo shall take all actions as may be necessary or appropriate so that, immediately prior to the Effective Time, the articles of incorporation and the bylaws of SpinCo, each in substantially the form filed as an exhibit to the Form 10, shall be in effect.
(h) Parent shall enter into a distribution agent agreement with the Agent or otherwise provide instructions to the Agent regarding the Distribution.
(ci) Mallinckrodt Parent shall, to the extent possible, give the NYSE not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act, and the applicable rules and regulations of the NYSE.
(j) (i) Parent and SpinCo shall take all actions necessary such that, coincident with the Distribution, (A) SpinCo will change its name to [●] and (B) Parent will change its name to [●], and (ii) Parent shall prepare and file, and shall use its reasonable best efforts to have approved, an a supplemental listing application for with the listing of the Mallinckrodt Spin Shares on the NYSE, subject NYSE to official notice of issuancefacilitate its name change.
(dk) Covidien Parent and Mallinckrodt SpinCo shall take all such action actions as may be necessary or appropriate to provide for approve the adoption stock-based employee benefit plans of SpinCo (and the grants of adjusted awards over Parent stock by Mallinckrodt Parent and of awards over SpinCo stock by SpinCo) in order to satisfy the requirements of Rule 16b-3 under the Exchange Act and the applicable rules and regulations of the Memorandum and Articles of Association in such form as may be reasonably determined by Covidien and MallinckrodtNYSE.
(el) Covidien Parent and SpinCo shall take all such action reasonably cooperate with King & Spalding LLP, as may be necessary or appropriate so thattax counsel to Parent, prior to deliver customary representation letters in connection with the Distribution, the board of directors of each of the Mallinckrodt Holding Companies shall meet to consider, and if thought fit, approve: tax opinion described in Section 3.02(i).
(m) (i) SpinCo shall have entered into the transfer of its entire issued share capital from Covidien to MallinckrodtNew SpinCo Financing Arrangements, conditional only upon the Distribution being effected; and (ii) Parent shall have repaid, or caused to be repaid, in full all amounts owed by Parent or its Subsidiaries under the updating of Existing Parent Financing Arrangements, and (iii) Parent shall have entered into the New Parent Financing Arrangements. (n) Parent and SpinCo shall, subject to Section 4.03, take all statutory registers reasonable steps necessary and appropriate to reflect such transfercause the conditions set forth in Section 3.02 to be satisfied and to effect the Distribution on the Distribution Date.
Appears in 1 contract
Sources: Separation and Distribution Agreement (Aaron's SpinCo, Inc.)
Actions Prior to the Distribution. (a) Covidien and Mallinckrodt shall prepare and mail, prior Subject to the Distribution Dateconditions specified in Section 2.02 and subject to Section 2.05, to each of the holders of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt Parties will prepare, and Mallinckrodt will, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all necessary approvals from consummate the SEC with respect thereto as soon as practicableDistribution. Such actions will include those specified in this Section 2.01.
(b) Covidien Prior to the Distribution, each of the Parties will have executed and Mallinckrodt shall delivered all Transaction Documents to which it is intended to be a party, and will have caused the other members of the LW Group or the ConAgra Group, as applicable, to execute and deliver any Transaction Documents to which such Persons are intended to be parties.
(c) Prior to the Distribution, SpinCo will have mailed the Information Statement to the Record Holders.
(d) SpinCo will prepare, file with the Commission and use reasonable best efforts to 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 Transaction Documents.
(e) Each of the Parties will take all such action actions as may be necessary or appropriate under the securities or blue sky laws Laws of the states or other political subdivisions of the United States (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the Distribution.
(cf) Mallinckrodt shall SpinCo will prepare and file, and shall will use its reasonable best efforts to have approvedapproved prior to the Distribution, an application for the listing on NYSE of the Mallinckrodt Spin Shares on SpinCo Common Stock to be distributed in the NYSEDistribution, subject to official notice of issuancelisting.
(dg) Covidien and Mallinckrodt shall take all such action Prior to the Distribution, the existing directors of SpinCo will duly elect the individuals listed as may be necessary or appropriate to provide for the adoption by Mallinckrodt members of the Memorandum SpinCo board of directors in the Information Statement, and Articles such individuals will become the members of Association the SpinCo board of directors effective as of no later than immediately prior to the Distribution; provided, however, that to the extent required by any Law or requirement of NYSE or any other national securities exchange, as applicable, one independent director will be appointed by the existing board of directors of SpinCo to begin his or her term prior to the Distribution in accordance with such form as may be reasonably determined by Covidien and MallinckrodtLaw or requirement.
(eh) Covidien Prior to the Distribution, each individual who will be an employee of any member of the ConAgra Group after the Distribution and who is a director or officer of any member of the LW Group shall take all have resigned or been removed from each such action as may be necessary directorship or appropriate so thatoffice held by such person, effective no later than immediately prior to the Distribution.
(i) Immediately prior to the Distribution, SpinCo’s Restated Certificate of Incorporation and Restated Bylaws, each in substantially the board of directors of each of form filed as an exhibit to the Mallinckrodt Holding Companies shall meet Form 10, will be in effect.
(j) The Parties will, subject to considerSection 2.05, take all reasonable steps necessary and if thought fit, approve: (i) appropriate to cause the transfer of its entire issued share capital from Covidien conditions set forth in Section 2.02 to Mallinckrodt, conditional only upon be satisfied and to effect the Distribution being effected; and (ii) on the updating of all statutory registers to reflect such transferDistribution Date.
Appears in 1 contract
Sources: Separation and Distribution Agreement (Lamb Weston Holdings, Inc.)
Actions Prior to the Distribution. (a) Covidien and Mallinckrodt shall prepare and mail, prior Subject to the Distribution Dateconditions specified in Section 3.2 and subject to Section 3.5, to each of the holders of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien parties shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its commercially reasonable best efforts to obtain all necessary approvals from consummate the SEC with respect thereto as soon as practicableDistribution. Such actions shall include those specified in this Section 3.1.
(b) Covidien Prior to the Distribution, each of the parties will execute and Mallinckrodt deliver all Ancillary Agreements to which it is a party, and will cause the other HERC Holdings Entities and Hertz Entities, as applicable, to execute and deliver any Ancillary Agreements to which such Persons are parties.
(c) Prior to the Distribution, the parties will prepare and cause to be filed with the SEC the Form 10 and Information Statement and use their commercially reasonable efforts to cause such Form 10 to become effective, including by responding to SEC comments thereto and appropriately amending the Form 10 and Information Statement.
(d) Prior to the Distribution, Old Hertz Holdings shall mail the Information Statement to the Record Holders.
(e) Each of the parties shall take all such action actions as may be necessary or appropriate under the securities or blue sky laws Laws of the states or other political subdivisions of the United States (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the Distribution.
(cf) Mallinckrodt The parties shall prepare and filecause to be filed, and shall use its commercially reasonable best efforts to have approvedapproved prior to the Distribution, an application for the listing on the NYSE of the Mallinckrodt Spin Shares on New Hertz Holdings Common Stock to be distributed in the NYSEDistribution, subject to official notice of issuancelisting, and shall use commercially reasonable efforts to give the NYSE not less than ten (10) days’ advance notice of the Record Date in compliance with applicable Law.
(dg) Covidien and Mallinckrodt In connection with the Distribution, (i) the existing directors on the Old Hertz Holdings Board shall take all such action as may be necessary duly elect or appropriate appoint to provide for the adoption by Mallinckrodt HERC Holdings Board those individuals identified in the Information Statement to become members of the Memorandum HERC Holdings Board effective as of the Distribution, and Articles such existing directors on the Old Hertz Holdings Board shall resign as necessary such that the individuals elected or appointed shall become the members of Association the HERC Holdings Board, effective as of the Distribution, and (ii) the existing directors on the New Hertz Holdings Board shall duly elect or appoint to the New Hertz Holdings Board those individuals identified in Schedule 3.1(g) to become members of the New Hertz Holdings Board effective as of the Distribution, and such form existing directors on the New Hertz Holdings Board shall resign as may necessary such that the individuals elected or appointed shall become the members of the New Hertz Holdings Board, effective as of the Distribution; provided, however, that to the extent required by any Law or requirement of the NYSE, one independent director shall be reasonably determined by Covidien elected or appointed to the New Hertz Holdings Board and Mallinckrodtbegin his or her term prior to the Distribution in accordance with such Law or requirement.
(eh) Covidien In connection with the Distribution, (i) each individual who will be an employee of any HERC Holdings Entity after the Distribution and who is a director or officer of any Hertz Entity shall take all have resigned or been removed from each such action as may Hertz Entity directorship and office held by such person, effective no later than immediately prior to the Distribution and (ii) each individual who will be necessary an employee of any Hertz Entity after the Distribution and who is a director or appropriate so thatofficer of any HERC Holdings Entity shall have resigned or been removed from each such HERC Holdings Entity directorship and office held by such person, effective no later than immediately prior to the Distribution.
(i) Immediately prior to the Distribution, New Hertz Holdings’ Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, each in form and substance satisfactory to the board of directors of each of parties, shall be in effect.
(j) HERC Holdings shall enter into a distribution agent agreement with the Mallinckrodt Holding Companies shall meet Agent or otherwise provide instructions to considerthe Agent regarding the Distribution.
(k) The parties shall, subject to Section 3.5, take all reasonable steps necessary and if thought fit, approve: (i) appropriate to cause the transfer of its entire issued share capital from Covidien conditions set forth in Section 3.2 to Mallinckrodt, conditional only upon be satisfied and to effect the Distribution being effected; and (ii) on the updating of all statutory registers to reflect such transferDistribution Date.
Appears in 1 contract
Sources: Separation and Distribution Agreement (Hertz Rental Car Holding Company, Inc.)
Actions Prior to the Distribution. (a) Covidien Allergan and Mallinckrodt AMO shall cooperate in preparing, and AMO shall file with the Commission, the Registration Statement, and such amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by law, including filing such amendments to the Registration Statement as may be required by the Commission or Federal, state or foreign securities laws. AMO shall use its reasonable efforts to cause the Registration Statement to become effective under the Exchange Act as soon as practicable within the one month period prior to the Distribution Date. Allergan and AMO shall also cooperate 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 Contribution, the Distribution or the other transactions contemplated by this Agreement and the Ancillary Agreements, including the Employee Matters Agreement.
(b) Representatives of AMO shall participate in the preparation of materials and presentations as Allergan's legal and financial advisors shall deem necessary or desirable.
(c) Allergan and AMO shall prepare and mail, on or prior to the Distribution Date, to the holders of Covidien Ordinary SharesAllergan Common Stock, such information concerning MallinckrodtAMO, its business, operations and management, the Distribution and such other matters as Covidien Allergan shall reasonably determine and as may be required by Lawlaw. Covidien Allergan and Mallinckrodt AMO will prepare, and Mallinckrodt AMO will, to the extent required under applicable Lawlaw, file with the SEC Commission any such documentation and any requisite no-action letters which Covidien Allergan determines are necessary or desirable to effectuate the Distribution and Covidien Allergan and Mallinckrodt AMO shall each use its reasonable best efforts to obtain all necessary approvals from the SEC Commission with respect thereto as soon as practicable.
(bd) Covidien Allergan and Mallinckrodt AMO 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 laws under any foreign jurisdiction) in connection with the Distribution.
(ce) Mallinckrodt Allergan and AMO shall prepare cooperate and file, and shall use its reasonable best efforts to have approved, an application for the listing of the Mallinckrodt Spin Shares on the NYSE, subject to official notice of issuance.
(d) Covidien and Mallinckrodt shall take all such action as may be reasonable steps necessary or and appropriate to provide for cause the adoption by Mallinckrodt of the Memorandum and Articles of Association conditions set forth in such form as may be reasonably determined by Covidien and Mallinckrodt.
Section 3.04 (e) Covidien shall take all such action as may be necessary or appropriate so that, prior to the Distribution, the board of directors of each of the Mallinckrodt Holding Companies shall meet to consider, and if thought fit, approve: (i) the transfer of its entire issued share capital from Covidien to Mallinckrodt, conditional only upon the Distribution being effected; and (ii) the updating of all statutory registers to reflect such transfer.subject to
Appears in 1 contract
Sources: Contribution and Distribution Agreement (Advanced Medical Optics Inc)
Actions Prior to the Distribution. (a) Covidien Emergent shall, to the extent possible, give the NYSE not less than ten (10) days' advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act.
(b) Emergent and Mallinckrodt Aptevo shall prepare and mail, prior to the Distribution Date, to the holders of Covidien Ordinary Emergent Common Shares, such information concerning MallinckrodtAptevo, its business, operations and management, the Distribution and such other matters as Covidien Emergent shall reasonably determine and as may be required by Law. Covidien Emergent and Mallinckrodt Aptevo will prepare, and Mallinckrodt Aptevo will, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which Covidien Emergent determines are necessary or desirable to effectuate the Distribution and Covidien Emergent and Mallinckrodt Aptevo shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable.
(bc) Covidien Aptevo shall prepare, file with the SEC and Mallinckrodt 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) Emergent and Aptevo shall take all such action as may be necessary or appropriate under the securities or blue sky laws Laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution.
(ce) Mallinckrodt Emergent shall enter into a distribution agent agreement with the Agent or otherwise provide instructions to the Agent regarding the Distribution.
(f) Aptevo shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the Mallinckrodt Aptevo Spin Shares on the NYSENasdaq, subject to official notice of issuance.
(dg) Covidien Emergent and Mallinckrodt Aptevo shall take all such action as may be necessary or appropriate to provide for the adoption by Mallinckrodt Aptevo of the Memorandum its certificate of incorporation and Articles of Association bylaws in such form as Emergent may be reasonably determined by Covidien and Mallinckrodtdetermine in its sole discretion.
(eh) Covidien At or prior to the Effective Time, Emergent and Aptevo shall take all such action actions as may be necessary to approve the stock-based employee benefit plans of Aptevo in order to satisfy the requirements of Rule 16b-3 under the Exchange Act and the applicable rules and regulations of Nasdaq.
(i) Emergent and Aptevo shall cooperate to change the name, effective on or appropriate so that, prior to the DistributionDistribution Date, the board of directors any entity that is part of each of the Mallinckrodt Holding Companies shall meet to consider, and if thought fit, approve: (i) the transfer Aptevo and any of its entire issued share capital from Covidien Affiliates so that the words "Emergent BioSolutions", or, if separate, "Emergent" or "Biosolutions" are changed to Mallinckrodt"Aptevo" without "Emergent" or "BioSolutions" as part of any such name, conditional only upon the Distribution being effected; and (ii) Emergent and its Affiliates so that the updating word "Aptevo" is changed to "Emergent BioSolutions" (or other word(s)) without "Aptevo" as part of all statutory registers any such name.
(j) Emergent and Aptevo shall cooperate to reflect such transfercause the conditions to the Distribution set forth in this Article III to be satisfied and to effect the Distribution at the Effective Time.
Appears in 1 contract
Sources: Separation and Distribution Agreement (Emergent BioSolutions Inc.)
Actions Prior to the Distribution. Prior to the Effective Time and subject to the to the terms and conditions set forth herein, including those specified in Section 3.02, and subject to Section 4.03, Parent and SpinCo shall take, or cause to be taken, the actions specified in this Section 3.01.
(a) Covidien and Mallinckrodt shall prepare and mailParent shall, prior to the Distribution DateDistribution, mail notice of Internet availability of the Information Statement or the Information Statement to the holders of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien Record Holders.
(b) SpinCo shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, to the extent required under applicable Law, file with the SEC any such documentation Commission and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all 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 approvals from or appropriate in connection with the SEC with respect thereto as soon as practicabletransactions contemplated by this Agreement or any of the Ancillary Agreements.
(bc) Covidien Parent and Mallinckrodt SpinCo shall take all such action as may be necessary or appropriate under the securities or blue sky laws Laws of the states or other political subdivisions of the United States (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the transactions contemplated by this Agreement or any of the Ancillary Agreements.
(d) SpinCo shall prepare and file, and shall use reasonable best efforts to have approved prior to the Distribution, an application for the listing of the SpinCo Common Stock to be distributed in the Distribution on the NYSE, subject to official notice of distribution.
(e) The individuals listed in the Information Statement as members of the SpinCo board of directors who will join the board at or prior to the Effective Time shall have been duly elected or appointed as such, effective prior to or as of the Effective Time, and such individuals shall be the members of the SpinCo board of directors as of the Effective Time, and the individuals listed as officers of SpinCo in the Information Statement shall have been duly elected or appointed to hold such positions set forth in the Information Statement, effective prior to or as of the Effective Time; provided, however, that to the extent required by any Law or requirement of the NYSE or any other national securities exchange, as applicable, one or more independent directors shall be appointed by the existing board of directors of SpinCo and begin their respective term(s) prior to the date on which “when-issued” trading of the SpinCo Common Stock begins on such national securities exchange and shall serve on SpinCo’s audit committee, and nominating and executive compensation committee.
(f) (i) Parent shall deliver or cause to be delivered to SpinCo resignations from SpinCo positions, effective as of the Effective Time, of each individual who will be an employee of any Parent Group Member after the Effective Time and who is an officer or director of any SpinCo Group Member immediately prior to the Effective Time and (ii) SpinCo shall deliver or cause to be delivered to Parent resignations from Parent positions, effective as of the Effective Time, of each individual who will be an employee of any SpinCo Group Member after the Effective Time and who is an officer or director of any Parent Group Member immediately prior to the Effective Time, except, in the case of each of (i) and (ii), as set forth on Section 3.01(f) of the Disclosure Schedules.
(g) Parent and SpinCo shall take all actions as may be necessary or appropriate so that, immediately prior to the Effective Time, the articles of incorporation and the bylaws of SpinCo, each in substantially the form filed as an exhibit to the Form 10, shall be in effect.
(h) Parent shall enter into a distribution agent agreement with the Agent or otherwise provide instructions to the Agent regarding the Distribution.
(ci) Mallinckrodt Parent shall, to the extent possible, give the NYSE not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act, and the applicable rules and regulations of the NYSE.
(j) (i) Parent and SpinCo shall take all actions necessary such that, on or prior to the Distribution, Parent will change its name to PROG Holdings, Inc. and (ii) Parent shall prepare and file, and shall use its reasonable best efforts to have approved, an a supplemental listing application for with the listing of the Mallinckrodt Spin Shares on the NYSE, subject NYSE to official notice of issuancefacilitate its name change.
(dk) Covidien Parent and Mallinckrodt SpinCo shall take all such action actions as may be necessary or appropriate to provide for approve the adoption stock-based employee benefit plans of SpinCo (and the grants of adjusted awards over Parent stock by Mallinckrodt Parent and of awards over SpinCo stock by SpinCo) in order to satisfy the requirements of Rule 16b-3 under the Exchange Act and the applicable rules and regulations of the Memorandum and Articles of Association in such form as may be reasonably determined by Covidien and MallinckrodtNYSE.
(el) Covidien Parent and SpinCo shall reasonably cooperate with King & Spalding LLP, as tax counsel to Parent, to deliver customary representation letters in connection with the tax opinion described in Section 3.02(i).
(m) (i) SpinCo shall have entered into the New SpinCo Financing Arrangements, (ii) Parent shall have repaid, or caused to be repaid, in full all amounts owed by Parent or its Subsidiaries under the Existing Parent Financing Arrangements, and (iii) Parent shall have entered into the New Parent Financing Arrangements.
(n) Parent and SpinCo shall, subject to Section 4.03, take all such action as may reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.02 to be necessary or appropriate so that, satisfied and to effect the Distribution on the Distribution Date.
(o) From the date of the Balance Sheet Date to prior to the Distribution, the board of directors of each of the Mallinckrodt Holding Companies shall meet to considerSpinCo shall, and if thought fitshall cause the SpinCo Group Members to, approve: (i) make or have made capital and other expenditures, and operate its cash management, accounts payable and receivables collection systems in the transfer ordinary course of its entire issued share capital from Covidien to Mallinckrodtbusiness, conditional only upon in each case, consistent with prior practice except as required in connection with the Distribution being effected; transactions contemplated by this Agreement and (ii) the updating of all statutory registers to reflect such transferAncillary Agreements.
Appears in 1 contract
Sources: Separation and Distribution Agreement (PROG Holdings, Inc.)
Actions Prior to the Distribution. In connection with the Distribution, Motorola (subject to its rights of termination set forth in this Agreement) and SpinCo will take the actions set forth in this Section 3.2:
(a) Covidien Motorola and Mallinckrodt shall SpinCo will prepare and mailMotorola will mail at its expense, prior to the any Distribution Date, to the holders of Covidien Ordinary SharesMotorola Common Stock, such information concerning Mallinckrodt, its business, operations SpinCo and management, the Distribution and such other matters as Covidien shall Motorola reasonably determine determines and as may be required by Lawapplicable law. Covidien Motorola and Mallinckrodt SpinCo will prepare, and Mallinckrodt SpinCo will, to the extent required under by applicable Lawlaw, file with the SEC any such documentation and any requisite no-action letters which Covidien that Motorola determines are is necessary or desirable to effectuate effect the Distribution Distribution, and Covidien Motorola and Mallinckrodt shall SpinCo will each use its commercially reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. Without limiting the foregoing, Motorola and SpinCo will cooperate to respond to any oral or written comments issued by the SEC in connection with the foregoing on a timely basis.
(b) Covidien Each of SpinCo and Mallinckrodt shall Motorola will use its commercially reasonable efforts to take all such action as may be necessary or appropriate desirable under the applicable state securities or and blue sky laws of the United States (and any comparable Laws laws under any foreign jurisdictionjurisdictions) in connection with the Distribution.
(c) Mallinckrodt shall prepare SpinCo will prepare, file and file, and shall use its commercially reasonable best efforts to have approvedseek to make effective, an application for the listing of the Mallinckrodt Spin Shares SpinCo Common Stock to be distributed in the Distribution on the NYSENew York Stock Exchange, subject to official notice of issuance.
(d) Covidien Motorola and Mallinckrodt shall SpinCo will consummate the transactions contemplated by the Global Reorganization and Restructuring Plan.
(e) Motorola and SpinCo will each take all such necessary action as that may be necessary or appropriate required to provide for the adoption by Mallinckrodt SpinCo of the Memorandum Amended and Articles Restated Certificate of Association Incorporation of SpinCo (the “SpinCo Certificate of Incorporation”) and the Amended and Restated Bylaws of SpinCo (the “SpinCo Bylaws”), each in such form as may be reasonably determined by Covidien SpinCo and MallinckrodtMotorola and SpinCo will file the SpinCo Certificate of Incorporation with the Secretary of State of the State of Delaware.
(ef) Covidien shall Motorola will enter into a distribution agent agreement with the Distribution Agent or otherwise provide instructions to the Distribution Agent regarding the Distribution.
(g) At or prior to the Distribution Date, Motorola and SpinCo will take all such action actions as may be necessary to approve the stock-based employee benefit plans of SpinCo in order to satisfy the requirements of Rule 16b-3 under the Exchange Act and the applicable rules and regulations of the New York Stock Exchange.
(h) Each of SpinCo and Motorola will take all reasonable steps necessary or appropriate so that, prior desirable to cause the conditions set forth in Section 3.3 to be satisfied and to effect the Distribution, the board of directors of each of the Mallinckrodt Holding Companies shall meet to consider, and if thought fit, approve: (i) the transfer of its entire issued share capital from Covidien to Mallinckrodt, conditional only upon the Distribution being effected; and (ii) the updating of all statutory registers to reflect such transfer.
Appears in 1 contract
Sources: Master Separation and Distribution Agreement (Motorola SpinCo Holdings Corp)
Actions Prior to the Distribution. (a) Covidien and Mallinckrodt shall prepare and mail, prior Subject to the Distribution Dateconditions specified in Section 4.02 and subject to Section 5.03, Parent and SpinCo shall use reasonable best efforts to consummate the Distribution. Such efforts shall include taking the actions specified in this Section 4.01.
(b) Prior to the holders Distribution, Parent shall mail the Notice of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and management, Internet Availability of the Distribution and such other matters as Covidien shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, Information Statement or the Information Statement to the extent required under applicable LawRecord Holders.
(c) SpinCo shall prepare, file with the SEC any such documentation Commission and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all 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 approvals from or appropriate in connection with the SEC with respect thereto as soon as practicabletransactions contemplated by this Agreement or any of the Ancillary Agreements.
(bd) Covidien Parent and Mallinckrodt SpinCo 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 (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the Distribution.
(ce) Mallinckrodt SpinCo shall prepare and file, and shall use its reasonable best efforts to have approvedapproved prior to the Distribution, an application for the listing of the Mallinckrodt Spin Shares SpinCo Common Stock to be distributed in the Distribution on the NYSEExchange, subject to official notice of issuancedistribution.
(df) Covidien and Mallinckrodt Prior to the Distribution, Parent, in its capacity as sole stockholder of SpinCo, shall take all such action have duly elected to the SpinCo board of directors the individuals listed as may be necessary or appropriate to provide for the adoption by Mallinckrodt members of the Memorandum SpinCo board of directors in the Information Statement, and Articles such individuals shall be the members of Association in such form the SpinCo board of directors effective as may of immediately after the Distribution; provided, however, that to the extent required by any Law or requirement of the Exchange or any other national securities exchange, as applicable, one independent director shall be reasonably determined appointed by Covidien the existing board of directors of SpinCo prior to the date on which “when-issued” trading of the SpinCo Common Stock begins on the Exchange and Mallinckrodtbegin his or her term prior to the Distribution and shall serve on SpinCo’s Audit Committee, Compensation Committee and Nominating and Governance Committee.
(eg) Covidien Prior to the Distribution, Parent shall take all such action deliver or cause to be delivered to SpinCo resignations, effective as may of immediately after the Distribution, of each individual who will be necessary an employee of any member of the Parent Group after the Distribution and who is an officer or appropriate so that, director of any member of the SpinCo Group immediately prior to the Distribution.
(h) Immediately prior to the Distribution, the board Amended and Restated Certificate of directors Incorporation and the Amended and Restated Bylaws of SpinCo, each of in substantially the Mallinckrodt Holding Companies form filed as an exhibit to the Form 10, shall meet to consider, and if thought fit, approve: be in effect.
(i) Parent and SpinCo shall, subject to Section 5.03, take all reasonable steps necessary and appropriate to cause the transfer of its entire issued share capital from Covidien conditions set forth in Section 4.02 to Mallinckrodt, conditional only upon be satisfied and to effect the Distribution being effected; on the Distribution Date.
(j) Prior to the Distribution, SpinCo shall make capital and (ii) other expenditures and operate its cash management, accounts payable and receivables collection systems in the updating ordinary course of all statutory registers to reflect such transferbusiness consistent with prior practice except as required in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.
Appears in 1 contract
Sources: Separation and Distribution Agreement (Kyndryl Holdings, Inc.)
Actions Prior to the Distribution. Prior to the Effective Time and subject to the terms and conditions set forth herein, Bit Digital and White Fiber shall take, or cause to be taken, the following actions in connection with the Distribution:
(a) Covidien White Fiber and Mallinckrodt Bit Digital shall prepare prepare, and mailWhite Fiber shall file, prior any amendments or supplements to the Distribution Date, to Form 10 Registration Statement and the holders of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and management, Form 10 Registration Statement’s exhibit (including the Distribution and such other matters as Covidien shall reasonably determine and Information Statement) as may be necessary or advisable in order to cause the Form 10 Registration Statement to become and remain effective as required by Lawthe SEC or federal, state or other applicable securities laws. Covidien Bit Digital and Mallinckrodt will White Fiber shall prepare, and Mallinckrodt willWhite Fiber shall, to the extent required under applicable Lawlaw, file with the SEC any such documentation and any requisite no-action letters which Covidien that Bit Digital determines are necessary or desirable to effectuate the Distribution Distribution, and Covidien Bit Digital and Mallinckrodt White Fiber shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. Bit Digital shall, as soon as is reasonably practicable after the Form 10 Registration Statement is declared effective under the Exchange Act and the Bit Digital Board has approved the Distribution, cause the Information Statement to be made available to the Record Holders, including by mailing the Information Statement to the Record Holders.
(b) Covidien White Fiber will prepare, file with the SEC and Mallinckrodt shall use reasonable best efforts to 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 Transaction Documents.
(c) Each of Bit Digital and White Fiber will take all such action actions 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 any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the Distribution.
(cd) Mallinckrodt shall White Fiber will prepare and file, and shall will use its reasonable best efforts to have approvedapproved prior to the Distribution, an application for the listing on Nasdaq or another national securities exchange of the Mallinckrodt Spin White Fiber Ordinary Shares on to be distributed in the NYSEDistribution, subject to official notice of issuance.
(d) Covidien and Mallinckrodt shall take all such action as may be necessary or appropriate to provide for the adoption by Mallinckrodt of the Memorandum and Articles of Association in such form as may be reasonably determined by Covidien and Mallinckrodtlisting.
(e) Covidien shall take all such action as may be necessary or appropriate so that, prior Prior to the Distribution, the directors of Bit Digital will duly elect the individuals listed as members of the White Fiber board of directors in the Information Statement, and such individuals will become the members of the White Fiber board of directors effective as of no later than immediately prior to the Distribution; provided, however, that to the extent required by any law or requirement of Nasdaq or any other national securities exchange, as applicable, at least one independent director will be appointed by the existing board of directors of each HPC Group to begin his or her term prior to the Distribution in accordance with such law or requirement.
(f) Bit Digital and White Fiber shall take all necessary actions so that as of the Mallinckrodt Holding Companies shall meet to consider, and if thought fit, approveEffective Time: (i) the transfer directors and executive officers of its entire issued share capital from Covidien White Fiber shall be those set forth in the Information Statement made available to Mallinckrodt, conditional only upon the Record Holders prior to the Distribution being effectedDate, unless otherwise agreed by Bit Digital and White Fiber; and (ii) White Fiber shall have such other officers as White Fiber shall appoint.
(g) Bit Digital and White Fiber shall take all necessary actions so that, as of the updating Effective Time, the White Fiber Certificate of Incorporation and Memorandum and Articles of Association, each in substantially the form filed as an exhibit to the Form 10 Registration Statement, shall become the certificate of incorporation and Member and Articles of Association of White Fiber.
(h) Bit Digital shall enter into a distribution agent agreement with the Distribution Agent or otherwise provide instructions to the Distribution Agent regarding the Distribution;
(i) Bit Digital and White Fiber shall take all statutory registers actions as may be necessary to reflect such transferapprove the grants of adjusted equity awards by Bit Digital (in respect of Bit Digital Ordinary Shares) and White Fiber (in respect of White Fiber Ordinary Shares) in connection with the Distribution in order to satisfy the requirements of Rule 16b-3 under the Exchange Act.
Appears in 1 contract
Sources: Separation and Distribution Agreement (White Fiber, Inc.)
Actions Prior to the Distribution. (a) Covidien and Mallinckrodt shall prepare and mail, prior Subject to the Distribution Dateconditions specified in Section 4.02 and subject to Section 5.03, HCMC and SpinCo shall use reasonable best efforts to consummate the Distribution. Such efforts shall include taking the actions specified in this Section 4.01.
(b) Prior to the holders of Covidien Ordinary SharesDistribution, such information concerning Mallinckrodt, its business, operations and management, HCMC shall mail the Distribution and such other matters as Covidien shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, Prospectus to the extent required under applicable LawRecord Holders.
(c) SpinCo shall prepare, file with the SEC any such documentation Commission and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all 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 approvals from or appropriate in connection with the SEC with respect thereto as soon as practicabletransactions contemplated by this Agreement or any of the Ancillary Agreements.
(bd) Covidien HCMC and Mallinckrodt SpinCo 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 (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the Distribution.
(ce) Mallinckrodt SpinCo shall prepare and file, and shall use its reasonable best efforts to have approvedapproved prior to the Distribution, an application for the listing of the Mallinckrodt Spin Shares SpinCo Common Stock to be distributed in the Distribution on the NYSENYSE American, subject to official notice of issuancedistribution.
(df) Covidien and Mallinckrodt Prior to the Distribution, HCMC shall take all such action as may be necessary or appropriate to provide for the adoption by Mallinckrodt have duly elected members of the Memorandum SpinCo board of directors, and Articles such individuals shall be the members of Association in such form the SpinCo board of directors effective as may of immediately after the Distribution; provided, however, that to the extent required by any Law or requirement of the NYSE American or any other national securities exchange, as applicable, one independent director shall be reasonably determined by Covidien appointed prior to the date on which “when-issued” trading of the SpinCo Common Stock begins on the NYSE American and Mallinckrodtbegin his or her term prior to the Distribution and shall serve on SpinCo’s Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee.
(eg) Covidien Prior to the Distribution, HCMC shall take all such action deliver or cause to be delivered to SpinCo resignations, effective as may of immediately after the Distribution, of each individual who will be necessary an employee of any member of the HCMC Group after the Distribution and who is an officer or appropriate so that, director of any member of the SpinCo Group immediately prior to the Distribution.
(h) As of immediately prior to the Distribution, the board Amended and Restated Certificate of directors Incorporation and the Amended and Restated By-laws of SpinCo, each of in substantially the Mallinckrodt Holding Companies form filed as an exhibit to the Form S-1, shall meet to consider, and if thought fit, approve: be in effect.
(i) HCMC and SpinCo shall, subject to Section 5.03, take all reasonable steps necessary and appropriate to cause the transfer of its entire issued share capital from Covidien conditions set forth in Section 4.02 to Mallinckrodt, conditional only upon be satisfied and to effect the Distribution being effected; and (ii) on the updating of all statutory registers to reflect such transferDistribution Date.
Appears in 1 contract
Sources: Separation and Distribution Agreement (Healthy Choice Wellness Corp.)
Actions Prior to the Distribution. (a) Covidien and Mallinckrodt shall prepare and mail, prior Subject to the Distribution Dateconditions specified in Section 4.02 and subject to Section 5.03, HCMC and SpinCo shall use reasonable best efforts to consummate the Distribution. Such efforts shall include taking the actions specified in this Section 4.01.
(b) Prior to the holders of Covidien Ordinary SharesDistribution, such information concerning Mallinckrodt, its business, operations and management, HCMC shall mail the Distribution and such other matters as Covidien shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, Prospectus to the Record Holders to the extent required under applicable Lawby the U.S. securities laws.
(c) SpinCo shall prepare, file with the SEC any such documentation Commission and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all 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 approvals from or appropriate in connection with the SEC with respect thereto as soon as practicabletransactions contemplated by this Agreement or any of the Ancillary Agreements.
(bd) Covidien HCMC and Mallinckrodt SpinCo 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 (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the Distribution.
(ce) Mallinckrodt SpinCo shall prepare and file, and shall use its reasonable best efforts to have approvedapproved prior to the Distribution, an application for the listing of the Mallinckrodt Spin Shares SpinCo Common Stock to be distributed in the Distribution on the NYSENYSE American, subject to official notice of issuancedistribution.
(df) Covidien and Mallinckrodt Prior to the Distribution, HCMC shall take all such action as may be necessary or appropriate to provide for the adoption by Mallinckrodt have duly elected members of the Memorandum SpinCo board of directors, and Articles such individuals shall be the members of Association in such form the SpinCo board of directors effective as may of immediately after the Distribution; provided, however, that to the extent required by any Law or requirement of the NYSE American or any other national securities exchange, as applicable, one independent director shall be reasonably determined by Covidien appointed prior to the date on which “when-issued” trading of the SpinCo Common Stock begins on the NYSE American and Mallinckrodtbegin his or her term prior to the Distribution and shall serve on SpinCo’s Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee.
(eg) Covidien Prior to the Distribution, HCMC shall take all such action deliver or cause to be delivered to SpinCo resignations, effective as may of immediately after the Distribution, of each individual who will be necessary an employee of any member of the HCMC Group after the Distribution and who is an officer or appropriate so that, director of any member of the SpinCo Group immediately prior to the Distribution.
(h) As of immediately prior to the Distribution, the board Amended and Restated Certificate of directors Incorporation and the Amended and Restated By-laws of SpinCo, each of in substantially the Mallinckrodt Holding Companies form filed as an exhibit to the Form S-1, shall meet to consider, and if thought fit, approve: be in effect.
(i) HCMC and SpinCo shall, subject to Section 5.03, take all reasonable steps necessary and appropriate to cause the transfer of its entire issued share capital from Covidien conditions set forth in Section 4.02 to Mallinckrodt, conditional only upon be satisfied and to effect the Distribution being effected; and (ii) on the updating of all statutory registers to reflect such transferDistribution Date.
Appears in 1 contract
Sources: Separation and Distribution Agreement (Healthy Choice Wellness Corp.)
Actions Prior to the Distribution. Each of Astronics and MOD-PAC shall use its reasonable best efforts to consummate the Distribution. Such actions shall include, but not necessarily be limited to, those specified in this Section 3.1 and elsewhere in this Article III.
(a) Covidien Astronics and Mallinckrodt MOD-PAC shall cooperate in preparing, filing with the Commission and causing to become effective the Registration Statement and any 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 Separation, the Distribution or the other transactions contemplated by this Agreement and the Ancillary Agreements.
(b) Astronics and MOD-PAC shall prepare and mail, on or prior to the Distribution Date, to the holders of Covidien Ordinary SharesAstronics Common Stock and Astronics Class B Stock, such information concerning MallinckrodtMOD-PAC, its business, operations and management, the Distribution and such other matters as Covidien Astronics shall reasonably determine and as may be required by Lawlaw. Covidien Astronics and Mallinckrodt MOD-PAC will prepare, and Mallinckrodt MOD-PAC will, to the extent required under applicable Lawlaw, file with the SEC Commission any such documentation and any requisite no-no action letters which Covidien Astronics determines are necessary or desirable to effectuate the Separation and the Distribution and Covidien Astronics and Mallinckrodt MOD-PAC shall each use its reasonable best efforts to obtain all necessary approvals from the SEC Commission with respect thereto as soon as practicable.
(bc) Covidien Astronics and Mallinckrodt MOD-PAC 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 laws under any foreign jurisdiction) in connection with the Distribution.
(cd) Mallinckrodt MOD-PAC shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the Mallinckrodt Spin Shares MOD-PAC Common Stock to be distributed in the Distribution on the NYSENasdaq National market, subject to official notice of issuance.
(de) Covidien Astronics and Mallinckrodt MOD-PAC shall consult with each other and Astronics' financial advisors regarding the timing, exchange ratio and other material matters with respect to the Distribution.
(f) MOD-PAC and Astronics shall take all such necessary corporate action as may be necessary or appropriate to provide for amend and/or restate the adoption by Mallinckrodt certificate of incorporation and by-laws of MOD-PAC substantially in the form of the Memorandum current certificate of incorporation and Articles by-laws of Association in such form as may be reasonably determined by Covidien and MallinckrodtAstronics.
(eg) Covidien shall take all such action as may be necessary or appropriate so thatAll third party costs, prior fees and expenses relating to the Distributioncosts of producing, printing, mailing and otherwise distributing the board of directors of each of Information Statement shall be paid by Astronics and reimbursed by MOD-PAC to the Mallinckrodt Holding Companies shall meet to consider, extent and if thought fit, approve: (i) in the transfer of its entire issued share capital from Covidien to Mallinckrodt, conditional only upon manner provided in the Distribution being effected; and (ii) the updating of all statutory registers to reflect such transferInterim Services Agreement.
Appears in 1 contract
Sources: Separation and Distribution Agreement (Mod Pac Corp)
Actions Prior to the Distribution. (a) Covidien and Mallinckrodt shall prepare and mail, prior Subject to the Distribution Dateconditions specified in Section 4.02 and subject to Section 5.03, Parent and SpinCo shall use reasonable best efforts to consummate the Distribution. Such efforts shall include taking the actions specified in this Section 4.01.
(b) Prior to the holders Distribution, Parent shall mail the Notice of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and management, Internet Availability of the Distribution and such other matters as Covidien shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, Information Statement or the Information Statement to the extent required under applicable LawRecord Holders.
(c) SpinCo shall prepare, file with the SEC any such documentation Commission and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all 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 approvals from or appropriate in connection with the SEC with respect thereto as soon as practicabletransactions contemplated by this Agreement or any of the Ancillary Agreements.
(bd) Covidien Parent and Mallinckrodt SpinCo 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 (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the Distribution.
(ce) Mallinckrodt SpinCo shall prepare and file, and shall use its reasonable best efforts to have approvedapproved prior to the Distribution, an application for the listing of the Mallinckrodt Spin Shares SpinCo Common Stock to be distributed in the Distribution on the NYSEExchange, subject to official notice of issuancedistribution.
(df) Covidien and Mallinckrodt Prior to the Distribution, Parent, in its capacity as sole stockholder of SpinCo, shall take all such action have duly elected to the SpinCo board of directors the individuals listed as may be necessary or appropriate to provide for the adoption by Mallinckrodt members of the Memorandum SpinCo board of directors in the Information Statement, and Articles such individuals shall be the members of Association in such form the SpinCo board of directors effective as may of immediately after the Distribution; provided, however, that to the extent required by any Law or requirement of the Exchange or any other national securities exchange, as applicable, one independent director shall be reasonably determined appointed by Covidien the existing board of directors of SpinCo prior to the date on which “when-issued” trading of the SpinCo Common Stock begins on the Exchange and Mallinckrodtbegin his or her term prior to the Distribution and shall serve on SpinCo’s Audit Committee, Talent, Culture, and Compensation Committee and Nominating and Governance Committee.
(eg) Covidien Prior to the Distribution, Parent shall take all deliver or cause to be delivered to SpinCo resignations, effective as of immediately after the Distribution, of each individual who will be an employee of any member of the Parent Group after the Distribution and who is an officer or director of any member of the SpinCo Group immediately prior to the Distribution (or shall otherwise cause such action individuals to be removed as may be necessary officers or appropriate so thatdirectors, as applicable, of such SpinCo Group members), other than any individual expressly contemplated by the Information Statement to remain a director of SpinCo following the Distribution.
(h) Immediately prior to the Distribution, the board Certificate of directors Incorporation and the By-laws of SpinCo, each of in substantially the Mallinckrodt Holding Companies form filed as an exhibit to the Form 10, shall meet to consider, and if thought fit, approve: be in effect.
(i) Parent and SpinCo shall, subject to Section 5.03, take all reasonable steps necessary and appropriate to cause the transfer of its entire issued share capital from Covidien conditions set forth in Section 4.02 to Mallinckrodt, conditional only upon be satisfied and to effect the Distribution being effected; and on the Distribution Date.
(iij) Prior to the updating Distribution, if requested by Parent, SpinCo shall consummate the issuance of all statutory registers to reflect such transferthe SpinCo Debt Securities.
Appears in 1 contract
Sources: Separation and Distribution Agreement (General Electric Co)
Actions Prior to the Distribution. (a) Covidien and Mallinckrodt shall prepare and mail, prior Subject to the Distribution Dateconditions specified in Section 3.2 and subject to Section 3.5, to each of the holders of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien parties shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all necessary approvals from consummate the SEC with respect thereto as soon as practicableDistribution. Such actions shall include those specified in this Section 3.1.
(b) Covidien Prior to the Distribution, each of the parties will execute and Mallinckrodt deliver all Ancillary Agreements to which it is a party, and will cause the other SnackCo Entities and GroceryCo Entities, as applicable, to execute and deliver any Ancillary Agreements to which such Persons are parties.
(c) Prior to the Distribution, GroceryCo shall mail a notice of Internet availability of the Information Statement or the Information Statement to the Record Holders.
(d) GroceryCo shall prepare, file with the SEC and use its reasonable best efforts to 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.
(e) Each of the parties shall take all such action actions as may be necessary or appropriate under the securities or blue sky laws Laws of the states or other political subdivisions of the United States (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the Distribution.
(cf) Mallinckrodt GroceryCo shall prepare and file, and shall use its reasonable best efforts to have approvedapproved prior to the Distribution, an application for the listing on NASDAQ of the Mallinckrodt Spin Shares on GroceryCo Common Stock to be distributed in the NYSEDistribution, subject to official notice of issuancelisting.
(dg) Covidien and Mallinckrodt Prior to the Distribution, the existing directors of GroceryCo shall take all such action duly elect the individuals listed as may be necessary or appropriate to provide for the adoption by Mallinckrodt members of the Memorandum GroceryCo board of directors in the Information Statement, and Articles such individuals shall become the members of Association the GroceryCo board of directors effective as of no later than immediately prior to the Distribution; provided, however, that to the extent required by any Law or requirement of NASDAQ or any other national securities exchange, as applicable, one independent director shall be appointed by the existing board of directors of GroceryCo and begin his or her term prior to the Distribution in accordance with such form as may be reasonably determined by Covidien and MallinckrodtLaw or requirement.
(eh) Covidien Prior to the Distribution, each individual who will be an employee of any SnackCo Entity after the Distribution and who is a director or officer of any GroceryCo Entity shall take all have resigned or been removed from each such action as may be necessary or appropriate so thatdirectorship and office held by such person, effective no later than immediately prior to the Distribution.
(i) Immediately prior to the Distribution, GroceryCo’s Restated Articles of Incorporation and Restated Bylaws, each in substantially the board of directors of each of form filed as an exhibit to the Mallinckrodt Holding Companies Form 10, shall meet be in effect.
(j) The parties shall, subject to considerSection 3.5, take all reasonable steps necessary and if thought fit, approve: (i) appropriate to cause the transfer of its entire issued share capital from Covidien conditions set forth in Section 3.2 to Mallinckrodt, conditional only upon be satisfied and to effect the Distribution being effected; and (ii) on the updating of all statutory registers to reflect such transferDistribution Date.
Appears in 1 contract
Sources: Separation and Distribution Agreement (Kraft Foods Group, Inc.)
Actions Prior to the Distribution. Prior to the Effective Time and subject to the to the terms and conditions set forth herein, including those specified in Section 3.02, and subject to Section 4.03, Parent and SpinCo shall take, or cause to be taken, the actions specified in this Section 3.01.
(a) Covidien and Mallinckrodt shall prepare and mailParent shall, prior to the Distribution DateDistribution, mail notice of Internet availability of the Information Statement or the Information Statement to the holders of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien Record Holders.
(b) SpinCo shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, to the extent required under applicable Law, file with the SEC any such documentation Commission and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all 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 approvals from or appropriate in connection with the SEC with respect thereto as soon as practicabletransactions contemplated by this Agreement or any of the Ancillary Agreements.
(bc) Covidien Parent and Mallinckrodt SpinCo shall take all such action as may be necessary or appropriate under the securities or blue sky laws Laws of the states or other political subdivisions of the United States (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the transactions contemplated by this Agreement or any of the Ancillary Agreements.
(d) SpinCo shall prepare and file, and shall use reasonable best efforts to have approved prior to the Distribution, an application for the listing of the SpinCo Common Stock to be distributed in the Distribution on the NYSE, subject to official notice of distribution.
(e) The individuals listed in the Information Statement as members of the SpinCo board of directors who will join the board at or prior to the Effective Time shall have been duly elected or appointed as such, effective prior to or as of the Effective Time, and such individuals shall be the members of the SpinCo board of directors as of the Effective Time, and the individuals listed as officers of SpinCo in the Information Statement shall have been duly elected or appointed to hold such positions set forth in the Information Statement, effective prior to or as of the Effective Time; provided, however, that to the extent required by any Law or requirement of the NYSE or any other national securities exchange, as applicable, one or more independent directors shall be appointed by the existing board of directors of SpinCo and begin their respective term(s) prior to the date on which “when-issued” trading of the SpinCo Common Stock begins on such national securities exchange and shall serve on SpinCo’s audit committee, and nominating and executive compensation committee.
(f) (i) Parent shall deliver or cause to be delivered to SpinCo resignations from SpinCo positions, effective as of the Effective Time, of each individual who will be an employee of any Parent Group Member after the Effective Time and who is an officer or director of any SpinCo Group Member immediately prior to the Effective Time and (ii) SpinCo shall deliver or cause to be delivered to Parent resignations from Parent positions, effective as of the Effective Time, of each individual who will be an employee of any SpinCo Group Member after the Effective Time and who is an officer or director of any Parent Group Member immediately prior to the Effective Time, except, in the case of each of (i) and (ii), as set forth on Section 3.01(f) of the Disclosure Schedules.
(g) Parent and SpinCo shall take all actions as may be necessary or appropriate so that, immediately prior to the Effective Time, the articles of incorporation and the bylaws of SpinCo, each in substantially the form filed as an exhibit to the Form 10, shall be in effect.
(h) Parent shall enter into a distribution agent agreement with the Agent or otherwise provide instructions to the Agent regarding the Distribution.
(ci) Mallinckrodt Parent shall, to the extent possible, give the NYSE not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act, and the applicable rules and regulations of the NYSE.
(j) (i) Parent and SpinCo shall take all actions necessary such that, coincident with the Distribution, (A) SpinCo will change its name to [•] and (B) Parent will change its name to [•], and (ii) Parent shall prepare and file, and shall use its reasonable best efforts to have approved, an a supplemental listing application for with the listing of the Mallinckrodt Spin Shares on the NYSE, subject NYSE to official notice of issuancefacilitate its name change.
(dk) Covidien Parent and Mallinckrodt SpinCo shall take all such action actions as may be necessary or appropriate to provide for approve the adoption stock-based employee benefit plans of SpinCo (and the grants of adjusted awards over Parent stock by Mallinckrodt Parent and of awards over SpinCo stock by SpinCo) in order to satisfy the requirements of Rule 16b-3 under the Exchange Act and the applicable rules and regulations of the Memorandum and Articles of Association in such form as may be reasonably determined by Covidien and MallinckrodtNYSE.
(el) Covidien Parent and SpinCo shall take all such action reasonably cooperate with King & Spalding LLP, as may be necessary or appropriate so thattax counsel to Parent, prior to deliver customary representation letters in connection with the Distribution, the board of directors of each of the Mallinckrodt Holding Companies shall meet to consider, and if thought fit, approve: tax opinion described in Section 3.02(i).
(m) (i) SpinCo shall have entered into the transfer of its entire issued share capital from Covidien to MallinckrodtNew SpinCo Financing Arrangements, conditional only upon the Distribution being effected; and (ii) Parent shall have repaid, or caused to be repaid, in full all amounts owed by Parent or its Subsidiaries under the updating of Existing Parent Financing Arrangements, and (iii) Parent shall have entered into the New Parent Financing Arrangements. (n) Parent and SpinCo shall, subject to Section 4.03, take all statutory registers reasonable steps necessary and appropriate to reflect such transfercause the conditions set forth in Section 3.02 to be satisfied and to effect the Distribution on the Distribution Date.
Appears in 1 contract
Sources: Separation and Distribution Agreement (Aaron's SpinCo, Inc.)
Actions Prior to the Distribution. (a) Covidien and Mallinckrodt shall prepare and mail, prior Subject to the Distribution Dateconditions specified in Section 3.02 and subject to Section 4.03, Company and Wytec shall use reasonable best efforts to consummate the Distribution. Such efforts shall include taking the actions specified in this Section 3.01.
(b) Prior to the holders of Covidien Ordinary SharesDistribution, such information concerning Mallinckrodt, its business, operations and management, Company shall mail the Distribution and such other matters as Covidien shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, Prospectus to the extent required under applicable LawRecord Holders.
(c) Wytec shall prepare, file with the SEC any such documentation Commission and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all 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 approvals from or appropriate in connection with the SEC with respect thereto as soon as practicabletransactions contemplated by this Agreement or any of the Ancillary Agreements.
(bd) Covidien The Company and Mallinckrodt Wytec 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 (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the Distribution.
(ce) Mallinckrodt Wytec shall prepare and file, and shall use its reasonable best efforts to have approvedapproved prior to the Distribution, an application for the listing of the Mallinckrodt Spin Shares Wytec Common Stock, and the Wytec Common Stock underlying the Warrants to be distributed in the Distribution on the NYSEOTC-QB Market, subject to official notice of issuancedistribution.
(df) Covidien and Mallinckrodt shall take all such action as may be necessary or appropriate to provide for the adoption by Mallinckrodt of the Memorandum and Articles of Association in such form as may be reasonably determined by Covidien and Mallinckrodt.
(e) Covidien shall take all such action as may be necessary or appropriate so that, prior Prior to the Distribution, Company shall have duly elected members of the Wytec board of directors, and such individuals shall be the members of the Wytec board of directors effective as of each immediately after the Distribution; provided, however, that to the extent required by any Law or requirement of the Mallinckrodt Holding Companies OTC-QB Market or any other national securities exchange, as applicable, one independent director shall meet be appointed prior to consider, the date on which "when-issued" trading of the Wytec Common Stock begins on the OTC-QB Market and if thought fit, approve: (i) the transfer of its entire issued share capital from Covidien begin his or her term prior to Mallinckrodt, conditional only upon the Distribution being effected; and shall serve on Wytec's Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee.
(iig) The Company and Wytec shall, subject to Section 4.03, take all reasonable steps necessary and appropriate to cause the updating of all statutory registers conditions set forth in Section 3.02 to reflect such transferbe satisfied and to effect the Distribution on the Distribution Date.
Appears in 1 contract
Sources: Separation and Distribution Agreement (Wytec International Inc)
Actions Prior to the Distribution. (a) Covidien SpinCo shall cooperate with GPC to give effect to and Mallinckrodt accomplish the Distribution, including in connection with the preparation of all documents and the making of all filings required under Applicable Law in connection with the Distribution. GPC shall be entitled to direct and control the efforts of the Parties in connection with, and prior to, the Distribution, including the selection of an investment bank or banks to manage the Distribution, as well as any financial, legal, accounting and other advisors of GPC, and SpinCo shall use reasonable best efforts to take, or to cause to be taken, all actions and to do, or cause to be done, all other things reasonably necessary to facilitate the Distribution as reasonably directed by GPC. Without limiting the foregoing, prior to the Distribution, SpinCo shall and shall cause its employees, advisors, agents, accountants, counsel and other representatives to, as directed by GPC, reasonably cooperate in and take the following actions: %4. preparing and filing a registration statement or statements for the registration under the Securities Act or the Exchange Act, as applicable, on an appropriate registration form or forms designated by GPC; %4. participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, “road shows” and similar meetings or sessions in connection with the Distribution; %4. furnishing to any dealer manager or similar agent participating in the Distribution %5. “comfort” letters from independent public accountants in customary form and covering such matters as are customary for an underwritten public offering (including with respect to events subsequent to the date of financial statements included in any offering document) and %5. opinions and negative assurance letters of counsel in customary form and covering such matters as reasonably may be requested; and %4. furnishing all historical and forward-looking financial and other relevant financial and other information that is available to SpinCo and is reasonably required in connection with the Distribution.
(b) GPC and SpinCo shall prepare and mail, prior to the Distribution DateDate and in accordance with Applicable Law, to the holders of Covidien Ordinary SharesGPC Common Stock, such information concerning MallinckrodtGPC, its businessSpinCo and RMT Parent, their respective businesses, operations and management, the Distribution and such other matters as Covidien GPC reasonably shall reasonably determine and as may be required by Applicable Law. Covidien GPC and Mallinckrodt will SpinCo shall prepare, and Mallinckrodt willSpinCo shall, to the extent required under applicable by Applicable Law, file with the SEC any such documentation and any requisite no-action letters which Covidien letter that GPC determines are necessary or desirable to effectuate the Distribution Distribution, and Covidien GPC and Mallinckrodt SpinCo each shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto to the foregoing as soon as practicable.
(bc) Covidien GPC and Mallinckrodt SpinCo shall take all such action actions as may be necessary or appropriate desirable under the securities any applicable securities, “blue sky” or blue sky comparable laws of the United States (States, the states and territories thereof and any comparable Laws under any foreign jurisdiction) jurisdiction in connection with the Distribution.
(c) Mallinckrodt shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the Mallinckrodt Spin Shares on the NYSE, subject to official notice of issuance.
(d) Covidien GPC and Mallinckrodt SpinCo shall take all such action as may be actions and steps reasonably necessary or and appropriate to provide for cause the adoption by Mallinckrodt of the Memorandum and Articles of Association in such form as may be reasonably determined by Covidien and Mallinckrodt.
(e) Covidien shall take all such action as may be necessary or appropriate so that, prior conditions to the Distribution, the board of directors of each of the Mallinckrodt Holding Companies shall meet Distribution set forth in Section 4.04 to consider, be satisfied as soon as practicable and if thought fit, approve: (i) the transfer of its entire issued share capital from Covidien to Mallinckrodt, conditional only upon effect the Distribution being effected; and (ii) on the updating of all statutory registers to reflect such transferDistribution Date in accordance with this Agreement.
Appears in 1 contract
Actions Prior to the Distribution. Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:
(a) Covidien Notice to NYSE. KAR shall, to the extent practicable, give the NYSE not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act.
(b) SpinCo Certificate of Incorporation and Mallinckrodt shall prepare and mail, SpinCo Bylaws. On or prior to the Distribution Date, to the holders of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations KAR and management, the Distribution and such other matters as Covidien shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable.
(b) Covidien and Mallinckrodt SpinCo shall take all such action necessary actions so that, as may be necessary or appropriate under the securities or blue sky laws of the United States (Effective Time, the SpinCo Certificate of Incorporation and any comparable Laws under any foreign jurisdiction) in connection with the DistributionSpinCo Bylaws shall become the certificate of incorporation and bylaws, respectively, of SpinCo.
(c) Mallinckrodt SpinCo Directors and Officers. On or prior to the Distribution Date, KAR 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 Information Statement mailed to the Record Holders prior to the Distribution Date, unless otherwise agreed by the Parties; (ii) except those individuals who will continue to serve as members of the KAR Board after the Effective Time, as set forth in the Information Statement mailed to the Record Holders prior to the Distribution Date, each individual referred to in clause (i) shall have resigned from his or her position, if any, as a member of the KAR Board, as an executive officer of KAR and as a member of the board of directors or other governing body or as an executive officer of any other member of the KAR Group, as applicable; and (iii) SpinCo shall have such other officers as SpinCo shall appoint.
(d) NYSE Listing. SpinCo shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the Mallinckrodt Spin SpinCo Shares to be distributed in the Distribution on the NYSE, subject to official notice of issuance.
(d) Covidien and Mallinckrodt shall take all such action as may be necessary or appropriate to provide for the adoption by Mallinckrodt of the Memorandum and Articles of Association in such form as may be reasonably determined by Covidien and Mallinckrodt.
(e) Covidien shall take all such action as may be necessary or appropriate so that, prior to the Distribution, the board of directors of each of the Mallinckrodt Holding Companies shall meet to consider, and if thought fit, approve: (i) the transfer of its entire issued share capital from Covidien to Mallinckrodt, conditional only upon the Distribution being effected; and (ii) the updating of all statutory registers to reflect such transfer.
Appears in 1 contract
Sources: Separation and Distribution Agreement (IAA Spinco Inc.)
Actions Prior to the Distribution. (a) Covidien and Mallinckrodt shall prepare and mail, prior Subject to the Distribution Dateconditions specified in Section 4.02 and subject to Section 5.03, Parent and SpinCo shall use reasonable best efforts to consummate the Distribution. Such efforts shall include taking the actions specified in this Section 4.01.
(b) Prior to the holders Distribution, Parent shall mail the Notice of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and management, Internet Availability of the Distribution and such other matters as Covidien shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, Information Statement or the Information Statement to the extent required under applicable LawRecord Holders.
(c) SpinCo shall prepare, file with the SEC any such documentation Commission and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all 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 approvals from or appropriate in connection with the SEC with respect thereto as soon as practicabletransactions contemplated by this Agreement or any of the Ancillary Agreements.
(bd) Covidien Parent and Mallinckrodt SpinCo 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 (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the Distribution.
(ce) Mallinckrodt SpinCo shall prepare and file, and shall use its reasonable best efforts to have approvedapproved prior to the Distribution, an application for the listing of the Mallinckrodt Spin Shares SpinCo Common Stock to be distributed in the Distribution on the NYSEExchange, subject to official notice of issuancedistribution.
(df) Covidien and Mallinckrodt Prior to the Distribution, Parent, in its capacity as sole stockholder of SpinCo, shall take all such action have duly elected to the SpinCo board of directors the individuals listed as may be necessary or appropriate to provide for the adoption by Mallinckrodt members of the Memorandum SpinCo board of directors in the Information Statement, and Articles such individuals shall be the members of Association in such form the SpinCo board of directors effective as may of immediately after the Distribution; provided, however, that, to the extent required by any Law or requirement of the Exchange or any other national securities exchange, as applicable, one independent director shall be reasonably determined appointed by Covidien the existing board of directors of SpinCo prior to the date on which “when-issued” trading of the SpinCo Common Stock begins on the Exchange and Mallinckrodtbegin his or her term prior to the Distribution and shall serve on SpinCo’s Audit Committee, Compensation Committee and Corporate Governance Committee.
(eg) Covidien Prior to the Distribution, Parent shall take all deliver or cause to be delivered to SpinCo resignations, effective as of immediately after the Distribution, of each individual who will be an employee of any member of the Parent Group after the Distribution and who is an officer or director of any member of the SpinCo Group immediately prior to the Distribution (or shall otherwise cause such action individuals to be removed as may be necessary officers or appropriate so thatdirectors, as applicable, of such SpinCo Group members).
(h) Immediately prior to the Distribution, the board Amended and Restated Certificate of directors Incorporation and the Amended and Restated By-laws of SpinCo, each of in substantially the Mallinckrodt Holding Companies form filed as an exhibit to the Form 10, shall meet to consider, and if thought fit, approve: be in effect.
(i) Parent and SpinCo shall, subject to Section 5.03, take all reasonable steps necessary and appropriate to cause the transfer of its entire issued share capital from Covidien conditions set forth in Section 4.02 to Mallinckrodt, conditional only upon be satisfied and to effect the Distribution being effected; and (ii) on the updating of all statutory registers to reflect such transferDistribution Date.
Appears in 1 contract
Sources: Separation and Distribution Agreement (Phinia Inc.)
Actions Prior to the Distribution. (a) Covidien Pentair and Mallinckrodt nVent shall prepare and mailmail (or deliver by electronic means where not prohibited by Law), prior to the Distribution Date, to the holders of Covidien Pentair Ordinary Shares, such information concerning MallinckrodtnVent, its business, operations and management, the Distribution and such other matters as Covidien Pentair shall reasonably determine and as may be required by Law. Covidien Pentair and Mallinckrodt nVent will prepare, and Mallinckrodt nVent will, to the extent required under applicable Law, file with the SEC any such documentation documentation, including the Form 10 (and any amendments or supplements thereto as may be required by the SEC or federal, state or foreign securities Laws) and any requisite no-action letters which Covidien Pentair determines are necessary or desirable to effectuate the Distribution and Covidien Pentair and Mallinckrodt nVent shall each use its commercially reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable.
(b) Covidien Pentair and Mallinckrodt nVent shall take all such action as may be necessary or appropriate under the securities or blue sky laws Laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution.
(c) Mallinckrodt nVent shall prepare and file, and shall use its commercially reasonable best efforts to (i) give the NYSE not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 204.21 under the NYSE Listed Company Manual and (ii) have approved, an application for the listing of the Mallinckrodt Spin nVent Ordinary Shares on the NYSE, subject to official notice of issuance.
(d) Covidien Pentair and Mallinckrodt nVent shall take all such action as may be necessary or appropriate to provide for the adoption by Mallinckrodt nVent of the Amended and Restated Memorandum and Articles of Association in such form as may be reasonably determined by Covidien Pentair and MallinckrodtnVent.
(e) Covidien nVent shall use commercially reasonable efforts in preparing, filing with the SEC and causing to become effective, as soon as reasonably practicable (but in any case prior to the 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 nVent.
(f) On or prior to the Distribution Date, Pentair shall take all necessary action to cause the nVent Board to include, at the Effective Time, the individuals identified in the Information Statement as directors of nVent.
(g) On or prior to the Distribution Date, Pentair shall take all necessary action to cause the individuals identified as such in the Information Statement to be officers of nVent as of the Effective Time.
(h) On or prior to the Distribution Date or as soon thereafter as practicable, (i) Pentair shall cause all its employees and any employees of its Subsidiaries (excluding any employees of any member of the nVent Group) to resign or be removed, effective as of the Effective Time, from all positions as officers or directors of any member of the nVent Group in which they serve, and (ii) nVent shall cause all its employees and any employees of its Subsidiaries to resign, effective as of the Effective Time, from all positions as officers or directors of any members of the Pentair Group in which they serve. No Person shall be required by any Party to resign from any position or office with another Party if such Person is disclosed in the Information Statement as the Person who is to hold such position or office following the Distribution.
(i) Pentair shall take all such action as may be necessary or appropriate so that, prior to the Distribution, the board of directors of each of the Mallinckrodt Holding Companies nVent Finance shall meet to consider, and if thought fit, approve: :
(i) the transfer of its entire issued share capital from Covidien Pentair to MallinckrodtnVent, conditional only upon the Distribution being effected; and (ii) the updating of all statutory registers to reflect such transfer.
(j) Pentair shall enter into a distribution agent agreement with the Agent or otherwise provide instructions regarding the Distribution.
(k) Pentair and nVent shall take all actions as may be necessary to approve the grants or adjusted equity awards by Pentair (in respect of Pentair Ordinary Shares) and nVent (in respect of nVent Ordinary Shares) in connection with the Distribution in order to satisfy the requirements of Rule 16b-3 under the Exchange Act.
(l) Subject to Section 6.2, nVent shall use commercially reasonable efforts, and shall, to the extent permitted by applicable Law, cause all members of the nVent Group to use commercially reasonable efforts to, remove all references to Pentair and other Pentair-related names listed on Schedule 3.2(l).
Appears in 1 contract
Actions Prior to the Distribution. (a) Covidien and Mallinckrodt shall prepare and mail, prior Subject to the Distribution Dateconditions specified in Section 4.02 and subject to Section 5.03, Parent and SpinCo shall use reasonable best efforts to consummate the Distribution. Such efforts shall include taking the actions specified in this Section 4.01.
(b) Prior to the holders Distribution, Parent shall mail the Notice of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and management, Internet Availability of the Distribution and such other matters as Covidien shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, Information Statement or the Information Statement to the extent required under applicable LawRecord Holders.
(c) SpinCo shall prepare, file with the SEC any such documentation Commission and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all 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 approvals from or appropriate in connection with the SEC with respect thereto as soon as practicabletransactions contemplated by this Agreement or any of the Ancillary Agreements.
(bd) Covidien Parent and Mallinckrodt SpinCo 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 (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the Distribution.
(ce) Mallinckrodt SpinCo shall prepare and file, and shall use its reasonable best efforts to have approvedapproved prior to the Distribution, an application for the listing of the Mallinckrodt Spin Shares SpinCo Common Stock to be distributed in the Distribution on the NYSEExchange, subject to official notice of issuancedistribution.
(df) Covidien and Mallinckrodt Prior to the Distribution, Parent, in its capacity as sole stockholder of SpinCo, shall take all such action have duly elected to the SpinCo board of directors the individuals listed as may be necessary or appropriate to provide for the adoption by Mallinckrodt members of the Memorandum SpinCo board of directors in the Information Statement, and Articles such individuals shall be the members of Association in such form the SpinCo board of directors effective as may of immediately after the Distribution; provided, however, that, to the extent required by any Law or requirement of the Exchange or any other national securities exchange, as applicable, one independent director shall be reasonably determined appointed by Covidien the existing board of directors of SpinCo prior to the date on which “when-issued” trading of the SpinCo Common Stock begins on the Exchange and Mallinckrodtbegin his or her term prior to the Distribution and shall serve on SpinCo’s Audit Committee, Compensation Committee and Corporate Governance Committee.
(eg) Covidien Prior to the Distribution, Parent shall take all deliver or cause to be delivered to SpinCo resignations, effective as of immediately prior to the Distribution, of each individual who will be an employee of any member of the Parent Group after the Distribution and who is an officer or director of any member of the SpinCo Group immediately prior to the Distribution (or shall otherwise cause such action individuals to be removed as may be necessary officers or appropriate so thatdirectors, as applicable, of such SpinCo Group members).
(h) Immediately prior to the Distribution, the board Amended and Restated Certificate of directors Incorporation and the Amended and Restated By-laws of SpinCo, each of in substantially the Mallinckrodt Holding Companies form filed as an exhibit to the Form 10, shall meet to consider, and if thought fit, approve: be in effect.
(i) Parent and SpinCo shall, subject to Section 5.03, take all reasonable steps necessary and appropriate to cause the transfer of its entire issued share capital from Covidien conditions set forth in Section 4.02 to Mallinckrodt, conditional only upon be satisfied and to effect the Distribution being effected; and (ii) on the updating of all statutory registers to reflect such transferDistribution Date.
Appears in 1 contract
Sources: Separation and Distribution Agreement (Phinia Inc.)
Actions Prior to the Distribution. (a) Covidien and Mallinckrodt shall prepare and mail, prior Subject to the Distribution Dateconditions specified in Section 4.02 and subject to Section 5.03, Parent and SpinCo shall use reasonable best efforts to consummate the Distribution. Such efforts shall include taking the actions specified in this Section 4.01.
(b) Prior to the holders Distribution, Parent shall mail the Notice of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and management, Internet Availability of the Distribution and such other matters as Covidien shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, Information Statement or the Information Statement to the extent required under applicable LawRecord Holders.
(c) SpinCo shall prepare, file with the SEC any such documentation Commission and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all 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 approvals from or appropriate in connection with the SEC with respect thereto as soon as practicabletransactions contemplated by this Agreement or any of the Ancillary Agreements.
(bd) Covidien Parent and Mallinckrodt SpinCo 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 (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the Distribution.
(ce) Mallinckrodt SpinCo shall prepare and file, and shall use its reasonable best efforts to have approvedapproved prior to the Distribution, an application for the listing of the Mallinckrodt Spin Shares SpinCo Common Stock to be distributed in the Distribution on the NYSEExchange, subject to official notice of issuancedistribution.
(df) Covidien and Mallinckrodt Prior to the Distribution, Parent, in its capacity as sole stockholder of SpinCo, shall take all such action have duly elected to the SpinCo board of directors the individuals listed as may be necessary or appropriate to provide for the adoption by Mallinckrodt members of the Memorandum SpinCo board of directors in the Information Statement, and Articles such individuals shall be the members of Association in such form the SpinCo board of directors effective as may of immediately after the Distribution; provided, however, that to the extent required by any Law or requirement of the Exchange or any other national securities exchange, as applicable, one independent director shall be reasonably determined appointed by Covidien the existing board of directors of SpinCo prior to the date on which “when-issued” trading of the SpinCo Common Stock begins on the Exchange and Mallinckrodtbegin his or her term prior to the Distribution and shall serve on SpinCo’s Audit Committee, Talent, Culture, and Compensation Committee and Nominating and Governance Committee.
(eg) Covidien Prior to the Distribution, Parent shall take all deliver or cause to be delivered to SpinCo resignations, effective as of immediately after the Distribution, of each individual who will be an employee of any member of the Parent Group after the Distribution and who is an officer or director of any member of the SpinCo Group immediately prior to the Distribution (or shall otherwise cause such action individuals to be removed as may be necessary officers or appropriate so thatdirectors, as applicable, of such SpinCo Group members), other than any individual expressly contemplated by the Information Statement to remain a director of SpinCo following the Distribution.
(h) Immediately prior to the Distribution, the board Amended and Restated Certificate of directors Incorporation and the Amended and Restated By-laws of SpinCo, each of in substantially the Mallinckrodt Holding Companies form filed as an exhibit to the Form 10, shall meet to consider, and if thought fit, approve: be in effect.
(i) Parent and SpinCo shall, subject to Section 5.03, take all reasonable steps necessary and appropriate to cause the transfer of its entire issued share capital from Covidien conditions set forth in Section 4.02 to Mallinckrodt, conditional only upon be satisfied and to effect the Distribution being effected; and on the Distribution Date.
(iij) Prior to the updating Distribution, if requested by Parent, SpinCo shall consummate the issuance of all statutory registers to reflect such transferthe SpinCo Debt Securities.
Appears in 1 contract
Sources: Separation and Distribution Agreement (GE Healthcare Holding LLC)
Actions Prior to the Distribution. (a) Covidien and Mallinckrodt shall prepare and mail, prior Subject to the Distribution Dateconditions specified in Section 2.02 and subject to Section 2.05, to each of the holders of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt Parties will prepare, and Mallinckrodt will, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all necessary approvals from consummate the SEC with respect thereto as soon as practicableDistribution. Such actions will include those specified in this Section 2.01.
(b) Covidien Prior to the Distribution, each of the Parties will have executed and Mallinckrodt shall delivered all Transaction Documents and all Ancillary Agreements to which it is intended to be a party, and will have caused the other members of the LW Group or the ConAgra Group, as applicable, to execute and deliver any Transaction Documents or Ancillary Agreements to which such Persons are intended to be parties.
(c) Prior to the Distribution, SpinCo will have mailed the Information Statement to the Record Holders.
(d) SpinCo will prepare, file with the Commission and use reasonable best efforts to 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 Transaction Documents or any of the Ancillary Agreements.
(e) Each of the Parties will take all such action actions as may be necessary or appropriate under the securities or blue sky laws Laws of the states or other political subdivisions of the United States (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the Distribution.
(cf) Mallinckrodt shall SpinCo will prepare and file, and shall will use its reasonable best efforts to have approvedapproved prior to the Distribution, an application for the listing on NYSE of the Mallinckrodt Spin Shares on SpinCo Common Stock to be distributed in the NYSEDistribution, subject to official notice of issuancelisting.
(dg) Covidien and Mallinckrodt shall take all such action Prior to the Distribution, the existing directors of SpinCo will duly elect the individuals listed as may be necessary or appropriate to provide for the adoption by Mallinckrodt members of the Memorandum SpinCo board of directors in the Information Statement, and Articles such individuals will become the members of Association the SpinCo board of directors effective as of no later than immediately prior to the Distribution; provided, however, that to the extent required by any Law or requirement of NYSE or any other national securities exchange, as applicable, one independent director will be appointed by the existing board of directors of SpinCo to begin his or her term prior to the Distribution in accordance with such form as may be reasonably determined by Covidien and MallinckrodtLaw or requirement.
(eh) Covidien Prior to the Distribution, each individual who will be an employee of any member of the ConAgra Group after the Distribution and who is a director or officer of any member of the LW Group shall take all have resigned or been removed from each such action as may be necessary directorship or appropriate so thatoffice held by such person, effective no later than immediately prior to the Distribution.
(i) Immediately prior to the Distribution, SpinCo’s Restated Certificate of Incorporation and Restated Bylaws, each in substantially the board of directors of each of form filed as an exhibit to the Mallinckrodt Holding Companies shall meet Form 10, will be in effect.
(j) The Parties will, subject to considerSection 2.05, take all reasonable steps necessary and if thought fit, approve: (i) appropriate to cause the transfer of its entire issued share capital from Covidien conditions set forth in Section 2.02 to Mallinckrodt, conditional only upon be satisfied and to effect the Distribution being effected; and (ii) on the updating of all statutory registers to reflect such transferDistribution Date.
Appears in 1 contract
Sources: Separation and Distribution Agreement (Lamb Weston Holdings, Inc.)
Actions Prior to the Distribution. (a) Covidien and Mallinckrodt shall prepare and mail, prior Subject to the Distribution Dateconditions specified in Section 4.02 and subject to Section 5.03, Parent and SpinCo shall use reasonable best efforts to consummate the Distribution. Such efforts shall include taking the actions specified in this Section 4.01.
(b) Prior to the holders Distribution, Parent shall mail the Notice of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and management, Internet Availability of the Distribution and such other matters as Covidien shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, Information Statement or the Information Statement to the extent required under applicable LawRecord Holders.
(c) SpinCo shall prepare, file with the SEC any such documentation Commission and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all 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 approvals from or appropriate in connection with the SEC with respect thereto as soon as practicabletransactions contemplated by this Agreement or any of the Ancillary Agreements.
(bd) Covidien Parent and Mallinckrodt SpinCo 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 (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the Distribution.
(ce) Mallinckrodt SpinCo shall prepare and file, and shall use its reasonable best efforts to have approvedapproved prior to the Distribution, an application for the listing of the Mallinckrodt Spin Shares SpinCo Common Stock to be distributed in the Distribution on the NYSEExchange, subject to official notice of issuancedistribution.
(df) Covidien and Mallinckrodt Prior to the Distribution, Parent, in its capacity as sole stockholder of SpinCo, shall take all such action have duly elected to the SpinCo board of directors the individuals listed as may be necessary or appropriate to provide for the adoption by Mallinckrodt members of the Memorandum SpinCo board of directors in the Information Statement, and Articles such individuals shall be the members of Association in such form the SpinCo board of directors effective as may of immediately after the Distribution; provided, however, that to the extent required by any Law or requirement of the Exchange or any other national securities exchange, as applicable, one independent director shall be reasonably determined appointed by Covidien the existing board of directors of SpinCo prior to the date on which “when-issued” trading of the SpinCo Common Stock begins on the Exchange and Mallinckrodtbegin his or her term prior to the Distribution and shall serve on SpinCo’s Audit Committee, Compensation Committee and Nominating and Governance Committee.
(eg) Covidien Prior to the Distribution, Parent shall take all deliver or cause to be delivered to SpinCo resignations, effective as of immediately after the Distribution, of each individual who will be an employee of any member of the Parent Group after the Distribution and who is an officer or director of any member of the SpinCo Group immediately prior to the Distribution (or shall otherwise cause such action individuals to be removed as may be necessary officers or appropriate so thatdirectors, as applicable, of such SpinCo Group members), other than any individual expressly contemplated by the Information Statement to remain a director of SpinCo following the Distribution.
(h) Immediately prior to the Distribution, the board Amended and Restated Certificate of directors Incorporation and the Amended and Restated By-laws of SpinCo, each of in substantially the Mallinckrodt Holding Companies form filed as an exhibit to the Form 10, shall meet to consider, and if thought fit, approve: be in effect.
(i) Parent and SpinCo shall, subject to Section 5.03, take all reasonable steps necessary and appropriate to cause the transfer of its entire issued share capital from Covidien conditions set forth in Section 4.02 to Mallinckrodt, conditional only upon be satisfied and to effect the Distribution being effected; and on the Distribution Date.
(iij) Prior to the updating Distribution, if requested by Parent, SpinCo shall consummate the issuance of all statutory registers to reflect such transferthe SpinCo Debt Securities.
Appears in 1 contract
Sources: Separation and Distribution Agreement (GE Healthcare Holding LLC)
Actions Prior to the Distribution. Prior to the Effective Time and subject to the to the terms and conditions set forth herein, including those specified in Section 4.02, and subject to Section 5.03, EPC and EHP shall take, or cause to be taken, the actions specified in this Section 4.01.
(a) Covidien EPC shall, as soon as is reasonably practicable after the Registration Statement is declared effective under the Exchange Act and Mallinckrodt shall prepare and mailthe EPC board of directors has approved the Distribution, prior mail the Information Statement to the Distribution Date, to the holders of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien Record Holders.
(b) EHP shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, to the extent required under applicable Law, file with the SEC any such documentation Commission and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all 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 approvals from or appropriate in connection with the SEC with respect thereto as soon as practicabletransactions contemplated by this Agreement or any of the Ancillary Agreements.
(bc) Covidien EPC and Mallinckrodt EHP 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 (and any comparable Laws under any or of other foreign jurisdiction) jurisdictions in connection with the Distributiontransactions contemplated by this Agreement or any of the Ancillary Agreements.
(cd) Mallinckrodt EHP shall prepare and file, and shall use its reasonable best efforts to have approvedapproved prior to the Distribution, an application for the listing of the Mallinckrodt Spin Shares EHP Common Stock to be distributed in the Distribution on the NYSE, subject to official notice of issuance.
(d) Covidien and Mallinckrodt shall take all such action as may be necessary or appropriate to provide for the adoption by Mallinckrodt of the Memorandum and Articles of Association in such form as may be reasonably determined by Covidien and MallinckrodtDistribution.
(e) Covidien The individuals listed in the Information Statement as members of the EHP board of directors who will join the board at or prior to the Effective Time shall have been duly elected or appointed as such, effective prior to or as of the Effective Time, and such individuals shall be the members of the EHP board of directors as of the Effective Time, and the individuals listed as officers of EHP in the Information Statement shall have been duly elected or appointed to hold such positions set forth in the Form 10, effective prior to or as the Effective Time; provided, however, that to the extent required by any Law or requirement of the NYSE or any other national securities exchange, as applicable, one or more independent director(s) shall be appointed by the existing board of directors of EHP and begin their respective term(s) prior to the Effective Time and shall serve on EHP’s audit committee, finance and oversight committee and nominating and executive compensation committee.
(i) EPC shall deliver or cause to be delivered to EHP resignations from EHP positions, effective as of the Effective Time, of each individual who will be an employee of any EPC Group Member after the Effective Time and who is an officer or director of any EHP Group Member immediately prior to the Effective Time and (ii) EHP shall deliver or cause to be delivered to EPC resignations from EPC positions, effective as of the Effective Time, of each individual who will be an employee of any EHP Group Member after the Effective Time and who is an officer or director of any EPC Group Member immediately prior to the Effective Time, except, in the case of each of (i) and (ii), as set forth on Schedule 4.01(f).
(g) EPC and EHP shall take all such action actions as may be necessary or appropriate so that, immediately prior to the DistributionEffective Time, the board Amended and Restated Articles of directors Incorporation and the Amended and Restated Bylaws of EHP, each of in substantially the Mallinckrodt Holding Companies form filed as an exhibit to the Form 10, shall meet be in effect.
(h) EPC shall enter into a distribution agent agreement with the Agent or otherwise provide instructions to consider, and if thought fit, approve: the Agent regarding the Distribution.
(i) EPC shall, to the transfer extent possible, give the NYSE not less than 10 days’ advance notice of its entire issued share capital from Covidien the Record Date in compliance with Rule 10b-17 under the Exchange Act, and the applicable rules and regulations of the NYSE.
(j) EPC and EHP shall take all actions as may be necessary or appropriate to Mallinckrodtapprove the stock-based employee benefit plans of EHP (and the grants of adjusted awards over EPC stock by EPC and of awards over EHP stock by EHP) in order to satisfy the requirements of Rule 16b-3 under the Exchange Act, conditional only upon Section 162(m) of the Internal Revenue Code of 1986, as amended, and the applicable rules and regulations of the NYSE.
(k) EPC and EHP shall, subject to Section 5.03, take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 4.02 to be satisfied and to effect the Distribution being effected; and (ii) on the updating of all statutory registers to reflect such transferDistribution Date.
Appears in 1 contract
Sources: Separation and Distribution Agreement (Energizer SpinCo, Inc.)