Common use of Actions Prior to the Distribution Clause in Contracts

Actions Prior to the Distribution. (a) Subject to Section 3.02 and Section 4.02, NRF and NRE 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, NRF shall mail the Prospectus to the Recipients. (c) NRE shall use reasonable efforts to take all such action, if any, as may be necessary or appropriate to have NRE Common Stock approved for listing on the NYSE prior to the Distribution Date. (d) NRF and NRE shall use reasonable efforts to take all such action, if any, as may be necessary or appropriate under the state securities or blue sky laws in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (e) NRF and NRE shall cooperate in preparing, filing with the Commission and causing to become effective any registration statements or amendments thereof which are necessary or appropriate in order to effect the transactions contemplated hereby. (f) Prior to the Distribution Date, NRF, as sole stockholder of NRE prior to the Distribution, shall duly elect, as members of the NRE board of directors, the individuals listed as members of the NRE board of directors in the Prospectus, and such individuals shall continue to be members of the NRE board of directors on the Distribution Date. (g) Prior to the Distribution Date, the Articles of Amendment and Restatement and Bylaws of NRE, in substantially the forms filed as exhibits to the Form S-11, shall be in effect. (h) On or prior to the Distribution Date, the Amended and Restated Agreement of Limited Partnership of NRE Operating Partnership, in substantially the form filed as an exhibit to the Form S-11, shall be in effect.

Appears in 3 contracts

Sources: Separation Agreement (NorthStar Realty Europe Corp.), Separation Agreement (Northstar Realty Finance Corp.), Separation Agreement (NorthStar Realty Europe Corp.)

Actions Prior to the Distribution. (a) Subject to Section 3.02 and Section 4.02, NRF NorthStar Realty and NRE NSAM 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, NRF NorthStar Realty shall mail the Prospectus Information Statement to the Recipients. (c) NRE NSAM shall use reasonable efforts to take all such action, if any, as may be necessary or appropriate to have NRE NSAM Common Stock approved for listing listed on the NYSE prior to the Distribution Date. (d) NRF NorthStar Realty and NRE NSAM shall use reasonable efforts to take all such action, if any, as may be necessary or appropriate under the state securities or blue sky laws in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (e) NRF NorthStar Realty and NRE NSAM shall cooperate in preparing, filing with the Commission and causing to become effective any registration statements or amendments thereof which are necessary or appropriate in order to effect the transactions contemplated hereby. (f) Prior to the Distribution Date, NRFNRFC Sub-REIT Corp., as sole stockholder of NRE NSAM prior to the Distribution, shall duly elect, as members of the NRE NSAM board of directors, the individuals listed as members of the NRE NSAM board of directors in the ProspectusInformation Statement, and such individuals shall continue to be members of the NRE NSAM board of directors on the Distribution Date. (g) Prior to the Distribution Date, the Articles Amended and Restated Certificate of Amendment Incorporation and Restatement Amended and Restated Bylaws of NRENSAM, in substantially the forms filed as exhibits to the Form S-1110, shall be in effect. (h) On or prior to the Distribution Date, the Amended and Restated Agreement of Limited Partnership of NRE Operating Partnership, in substantially the form filed as an exhibit to the Form S-11, shall be in effect.

Appears in 3 contracts

Sources: Separation Agreement (Northstar Realty Finance Corp.), Separation Agreement (NorthStar Asset Management Group Inc.), Separation Agreement (NorthStar Asset Management Group Inc.)

Actions Prior to the Distribution. (a) Subject to Section 3.02 4.02 and Section 4.025.02, NRF ALTISOURCE and NRE Residential shall use reasonable efforts to consummate the Distribution, including by taking the actions specified in this Section 3.014.01. (b) Prior to the Distribution Date, NRF ALTISOURCE shall mail the Prospectus Information Statement to the RecipientsRecord Holders. (c) NRE Residential shall use reasonable efforts to take all such action, if any, as may be necessary or appropriate to have NRE the Residential Class B Common Stock approved for listing listed on the NYSE prior to the Distribution Date. (d) NRF ALTISOURCE and NRE Residential shall use reasonable efforts to take all such action, if any, as may be necessary or appropriate under the state securities or blue sky laws in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (e) NRF ALTISOURCE and NRE Residential shall cooperate in preparing, filing with the Commission and causing to become effective any registration statements or amendments thereof which are necessary or appropriate in order to effect the transactions contemplated hereby. (f) Prior to the Distribution Date, NRF, as sole stockholder of NRE prior to the Distribution, ALTISOURCE shall duly elect, as members of the NRE Residential board of directors, the individuals listed as members of the NRE Residential board of directors in the ProspectusInformation Statement, and such individuals shall continue to be members of the NRE Residential board of directors on the Distribution Date. (g) Prior to the Distribution Date, the Articles of Amendment and Restatement and Bylaws of NRE, in substantially the forms filed as exhibits to the Form S-11, shall be in effect. (h) On or Immediately prior to the Distribution Date, the Amended and Restated Agreement articles of Limited Partnership incorporation of NRE Operating PartnershipResidential, in substantially the form filed as an exhibit to the Form S-1110, shall be in effect.

Appears in 3 contracts

Sources: Separation Agreement (Altisource Portfolio Solutions S.A.), Separation Agreement (Altisource Residential Corp), Separation Agreement (Altisource Residential Corp)

Actions Prior to the Distribution. (a) Subject to Section 3.02 4.02 and Section 4.025.02, NRF ALTISOURCE and NRE AAMC shall use reasonable efforts to consummate the Distribution, including by taking the actions specified in this Section 3.014.01. (b) Prior to the Distribution Date, NRF ALTISOURCE shall mail the Prospectus Information Statement to the RecipientsRecord Holders. (c) NRE AAMC shall use reasonable efforts to take all such action, if any, as may be necessary or appropriate to have NRE the AAMC Common Stock approved for listing quoted on the NYSE OTC prior to the Distribution Date. (d) NRF ALTISOURCE and NRE AAMC shall use reasonable efforts to take all such action, if any, as may be necessary or appropriate under the state securities or blue sky laws in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (e) NRF ALTISOURCE and NRE AAMC shall cooperate in preparing, filing with the Commission and causing to become effective any registration statements or amendments thereof which are necessary or appropriate in order to effect the transactions contemplated hereby. (f) Prior to the Distribution Date, NRF, as sole stockholder of NRE prior to the Distribution, ALTISOURCE shall duly elect, as members of the NRE AAMC board of directors, the individuals listed as members of the NRE AAMC board of directors in the ProspectusInformation Statement, and such individuals shall continue to be members of the NRE AAMC board of directors on the Distribution Date. (g) Prior to the Distribution Date, the Articles of Amendment and Restatement and Bylaws of NRE, in substantially the forms filed as exhibits to the Form S-11, shall be in effect. (h) On or Immediately prior to the Distribution Date, the Amended and Restated Agreement articles of Limited Partnership incorporation of NRE Operating PartnershipAAMC, in substantially the form filed as an exhibit to the Form S-1110, shall be in effect.

Appears in 3 contracts

Sources: Separation Agreement (Altisource Portfolio Solutions S.A.), Separation Agreement (Altisource Asset Management Corp), Separation Agreement (Altisource Asset Management Corp)