Actions Prior to the Distribution. (a) Prior to the Distribution Date, BOLC and NUVOLA shall prepare and mail to the holders of BOLC Common Stock, such information concerning NUVOLA, its business, operations and management, the Distribution and such other matters as BOLC shall reasonably determine and as may be required by law. NUVOLA will prepare, and NUVOLA will, to the extent required under applicable law, file with the Commission the Form 10 and Form S-1 registration and any such other documentation which BOLC determines are necessary or desirable to effectuate the Distribution and BOLC and NUVOLA shall each use its commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) BOLC and NUVOLA 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) BOLC and NUVOLA shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.3 to be satisfied and to effect the Distribution on the Distribution Date. (d) NUVOLA shall prepare and file, and shall use its commercially reasonable efforts to have approved, an application for the inclusion of the NUVOLA Common Stock to be distributed in the Distribution on the Over the Counter Bulletin Board within twelve (12) months of the Distribution Date. (e) BOLC and NUVOLA shall enter into all Ancillary Agreements.
Appears in 4 contracts
Sources: Separation and Distribution Agreement (Nuvola, Inc.), Separation and Distribution Agreement (Nuvola, Inc.), Separation and Distribution Agreement (Nuvola, Inc.)
Actions Prior to the Distribution. (a) Prior to the Distribution Date, BOLC QUALCOMM and NUVOLA Leap shall prepare and mail to the holders of BOLC QUALCOMM Common Stock, such information concerning NUVOLALeap, its business, operations and management, the Distribution and such other matters as BOLC QUALCOMM shall reasonably determine and as may be required by law. NUVOLA Leap will prepare, and NUVOLA Leap will, to the extent required under applicable law, file with the Commission the Form 10 and Form S-1 registration and any such other documentation which BOLC QUALCOMM determines are necessary or desirable to effectuate the Distribution and BOLC QUALCOMM and NUVOLA Leap shall each use its commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.
(b) BOLC QUALCOMM and NUVOLA Leap 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) BOLC QUALCOMM and NUVOLA Leap shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.3 to be satisfied and to effect the Distribution on the Distribution Date.
(d) NUVOLA Leap shall prepare and file, and shall use its commercially reasonable efforts to have approved, an application for the inclusion of the NUVOLA Leap Common Stock to be distributed in the Distribution on the Over the Counter Bulletin Board within twelve (12) months of the Distribution DateNasdaq National Market.
(e) BOLC QUALCOMM and NUVOLA Leap shall enter into all Ancillary Agreements.
(f) QUALCOMM and Leap shall cooperate to change the name of any entity that is part of the Leap Group or the Leap Operating Assets so that the word "QUALCOMM" or derivations thereof is not included in any such name.
Appears in 3 contracts
Sources: Separation and Distribution Agreement (Leap Wireless International Inc), Separation and Distribution Agreement (Leap Wireless International Inc), Separation and Distribution Agreement (Leap Wireless International Inc)
Actions Prior to the Distribution. (a) Prior CBI and CONVERGYS shall prepare and mail, prior to the Distribution Date, BOLC and NUVOLA shall prepare and mail to the holders of BOLC Common StockCBI common shares, such information concerning NUVOLACONVERGYS, its business, operations and management, the Distribution and such other matters as BOLC CBI shall reasonably determine and as may be required by law. NUVOLA CBI and CONVERGYS will prepare, and NUVOLA CONVERGYS will, to the extent required under applicable law, file with the Commission the Form 10 and Form S-1 registration any such documentation and any such other documentation requisite no-action letters which BOLC CBI determines are necessary or desirable to effectuate the Distribution and BOLC CBI and NUVOLA CONVERGYS shall each use its commercially reasonable best efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.
(b) BOLC CBI and NUVOLA CONVERGYS 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) BOLC CBI and NUVOLA CONVERGYS shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.3 9.3(d) to be satisfied and to effect the Distribution on the Distribution Date.
(d) NUVOLA CONVERGYS shall prepare and file, and shall use its commercially reasonable best efforts to have approved, an application for the inclusion listing of the NUVOLA Common Stock Shares to be distributed in the Distribution on the Over the Counter Bulletin Board within twelve (12) months New York Stock Exchange, subject to official notice of the Distribution Datedistribution.
(e) BOLC and NUVOLA shall enter into all Ancillary Agreements.
Appears in 3 contracts
Sources: Plan of Reorganization and Distribution Agreement (Convergys Corp), Plan of Reorganization and Distribution Agreement (Convergys Corp), Plan of Reorganization and Distribution Agreement (Cincinnati Bell Inc /Oh/)
Actions Prior to the Distribution. (a) Prior to or concurrent with the Distribution Date, BOLC Rubicon and NUVOLA DAC shall prepare and mail to the holders of BOLC Rubicon Common Stock, such information concerning NUVOLADAC, its business, operations and management, the Distribution and such other matters as BOLC Rubicon shall reasonably determine and as may be required by law. NUVOLA DAC will prepare, and NUVOLA DAC will, to the extent required under applicable law, file with the Commission the Form 10 and Form S-1 SB-2 registration and any such other documentation which BOLC Rubicon determines are necessary or desirable to effectuate the Distribution and BOLC Rubicon and NUVOLA DAC shall each use its commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.
(b) BOLC Rubicon and NUVOLA DAC 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) BOLC Rubicon and NUVOLA DAC shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.3 to be satisfied and to effect the Distribution on the Distribution Date.
(d) NUVOLA DAC shall prepare and file, and shall use its commercially reasonable efforts to have approved, an application for the inclusion of the NUVOLA DAC Common Stock to be distributed in the Distribution on the Over the National Association of Securities Dealers Inc. Over-the-Counter Bulletin Board within twelve six (126) months of the Distribution Date.
(e) BOLC Rubicon and NUVOLA DAC shall enter into all Ancillary Agreements.
Appears in 1 contract
Sources: Separation and Distribution Agreement (Rubicon Financial Inc)
Actions Prior to the Distribution. (a) Prior to the Distribution Date, BOLC STEI and NUVOLA SQRI shall prepare and mail to the holders of BOLC STEI Common Stock, such information concerning NUVOLASQRI, its business, operations and management, the Distribution and such other matters as BOLC STEI shall reasonably determine and as may be required by law. NUVOLA SQRI will prepare, and NUVOLA SQRI will, to the extent required under applicable law, file with the Commission the Form 10 and Form S-1 registration and any such other documentation which BOLC STEI determines are necessary or desirable to effectuate the Distribution and BOLC STEI and NUVOLA SQRI shall each use its commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.
(b) BOLC STEI and NUVOLA SQRI 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) BOLC STEI and NUVOLA SQRI shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.3 to be satisfied and to effect the Distribution on the Distribution Date.
(d) NUVOLA SQRI shall prepare and file, and shall use its commercially reasonable efforts to have approved, an application for the inclusion of the NUVOLA SQRI Common Stock to be distributed in the Distribution on the Over the Counter Bulletin Board QB Exchange within twelve sixteen (1216) months of the Distribution Date.
(e) BOLC STEI and NUVOLA SQRI shall enter into all Ancillary Agreements.
Appears in 1 contract
Sources: Separation and Distribution Agreement (Online Internet Network, Inc.)