Common use of Actions Prior to the Distribution Clause in Contracts

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) The Board of Directors of ADP shall establish the Distribution Date and any appropriate procedures in connection with the Distribution. ADP and Dealer shall 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, 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 ADP Common Stock as of the Record Date, the Information Statement or a notice of the internet availability thereof. (b) 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 the Distribution Agent Agreement, and (ii) the designation of Dealer as a third party beneficiary thereunder. (c) ADP and Dealer shall deliver to the Distribution Agent (i) book-entry transfer authorizations for all of the outstanding shares of Dealer 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, Dealer shall provide to the Distribution Agent all book-entry transfer authorizations of Dealer Common Stock that the Distribution Agent shall require in order to further effect the Distribution. (d) Each of ADP and Dealer 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 NASDAQ the required notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act and Rule 5250(e)(6) of the NASDAQ Continued Listing Guide. (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 Dealer 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 Dealer to operate their respective Businesses independently of each other in the manner contemplated hereunder and under the Ancillary Agreements. Dealer will prepare, file and use commercially reasonable efforts to make effective an application for listing of the Dealer Common Stock on the NASDAQ, 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 Dealer of any such change. ADP may select, for itself and for Dealer, 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 Dealer shall take all actions necessary so that the Dealer Certificate of Incorporation and the Dealer Bylaws shall be in effect at or prior to the Effective Time. (j) ADP and Dealer shall take all such actions as ADP, in consultation with Dealer but ultimately in its sole and absolute discretion, determines are necessary or appropriate under 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.

Actions Prior to the Distribution. Subject to the satisfaction or waiver of the conditions set forth in Section 3.33.03, the actions set forth in this Section 3.1 3.01 shall be taken prior to the Distribution Date. (a) The Board of Directors of ADP EWS shall establish the Distribution Date and any appropriate procedures in connection with the Distribution. ADP EWS and Dealer SNI shall use commercially reasonable efforts to (i) cooperate with each other with respect to the preparation of the Registration Statement and the SNI 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, Time 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 ADP EWS Common Stock Shares as of the Record Date, the SNI Information Statement or a notice of and the internet availability thereofProxy Statement. (b) ADP EWS 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 EWS Common Stock Shares in accordance with this Article III and the Distribution Agent Agreement, Agreement and (ii) the designation of Dealer SNI as a third third-party beneficiary thereunderbeneficiary. (c) ADP EWS and Dealer SNI shall deliver to the Distribution Agent (i) share certificates representing (or book-entry transfer authorizations for for) all of the outstanding shares of Dealer SNI Common Stock Shares 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, Dealer SNI shall provide to the Distribution Agent all certificates for shares (or book-entry transfer authorizations authorizations) of Dealer SNI Common Stock Shares that the Distribution Agent shall require in order to further effect the Distribution. (d) Each of ADP EWS and Dealer SNI shall execute and deliver to the other Party, or cause the appropriate members of its Group to execute and deliver to the other PartyParty or member of its Group, each of the Ancillary Agreements and any other document necessary to effect the Separation transactions contemplated by this Agreementhereby. (e) ADP will EWS shall establish the Record Date and and, to the extent possible, give the NASDAQ the required NYSE not less than ten days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act and Rule 5250(e)(6) of the NASDAQ Continued Listing GuideAct. (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 shall take all actions and make all filings filings, as ADPEWS, in consultation with Dealer SNI but ultimately in its sole and absolute discretion, determines are is necessary or appropriate, to cause the transfer or issuance of all material Assets or Consents in order for ADP EWS and Dealer SNI to operate their respective Businesses independently of each other in the manner contemplated hereunder and under the Ancillary Agreements. Dealer will . (h) SNI shall prepare, file and use commercially reasonable efforts to make effective an application for listing of the Dealer SNI Class A Common Stock Shares on the NASDAQNYSE, subject to official notice of issuance. EWS shall cooperate and assist SNI, as reasonably requested by SNI, to make effective an application for listing of the SNI Class A Common Shares on the NYSE. (hi) ADP EWS 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 EWS may, at any time and from time to time prior to the Effective Timetime, change the terms of the Distribution, including by delaying or accelerating the timing of the Distribution. ADP EWS shall use good faith efforts to provide notice to Dealer SNI of any such change. ADP may select, for itself and for Dealer, EWS shall select the outside financial advisors, outside counsel, agents and the financial printer employed in connection with the transactions hereunder in its sole and absolute discretion. (ij) ADP EWS and Dealer SNI shall take all actions necessary so that the Dealer Certificate Amended and Restated Articles of Incorporation and the Dealer Bylaws Amended and Restated Code of Regulations shall be in effect at or prior to the Effective Time. (jk) ADP EWS and Dealer SNI shall take or cause to be taken all actions necessary to cause such number of SNI Common Voting Shares and SNI Class A Common Shares to be issued to SHBC prior to distribution of SNI Common Shares to EWS by SHBC contemplated by Section 2.02 as shall be necessary and sufficient to accomplish the Distribution. (l) EWS and SNI shall take all such actions as ADPEWS, in consultation with Dealer SNI but ultimately in its sole and absolute discretion, determines are is necessary or appropriate under 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.

Actions Prior to the Distribution. Subject to the satisfaction or waiver of the conditions set forth in Section 3.33.03, the actions set forth in this Section 3.1 3.01 shall be taken prior to the Distribution Date. (a) The Board of Directors of ADP EWS shall establish the Distribution Date and any appropriate procedures in connection with the Distribution. ADP EWS and Dealer SNI shall use commercially reasonable efforts to (i) cooperate with each other with respect to the preparation of the Registration Statement and the SNI 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, Time 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 ADP EWS Common Stock Shares as of the Record Date, the SNI Information Statement or a notice of and the internet availability thereofProxy Statement. (b) ADP EWS 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 EWS Common Stock Shares in accordance with this Article III and the Distribution Agent Agreement, Agreement and (ii) the designation of Dealer SNI as a third third-party beneficiary thereunderbeneficiary. (c) ADP EWS and Dealer SNI shall deliver to the Distribution Agent (i) share certificates representing (or book-entry transfer authorizations for for) all of the outstanding shares of Dealer SNI Common Stock Shares 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, Dealer SNI shall provide to the Distribution Agent all certificates for shares (or book-entry transfer authorizations authorizations) of Dealer SNI Common Stock Shares that the Distribution Agent shall require in order to further effect the Distribution. (d) Each of ADP EWS and Dealer SNI shall execute and deliver to the other Party, or cause the appropriate members of its Group to execute and deliver to the other PartyParty or member of its Group, each of the Ancillary Agreements and any other document necessary to effect the Separation transactions contemplated by this Agreementhereby. (e) ADP will EWS shall establish the Record Date and and, to the extent possible, give the NASDAQ the required NYSE not less than ten days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act and Rule 5250(e)(6) of the NASDAQ Continued Listing GuideAct. (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 shall take all actions and make all filings filings, as ADPEWS, in consultation with Dealer SNI but ultimately in its sole and absolute discretion, determines are is necessary or appropriate, to cause the transfer or issuance of all material Assets or Consents in order for ADP EWS and Dealer SNI to operate their respective Businesses independently of each other in the manner contemplated hereunder and under the Ancillary Agreements. Dealer will . (h) SNI shall prepare, file and use commercially reasonable efforts to make effective an application for listing of the Dealer SNI Class A Common Stock Shares on the NASDAQNYSE, subject to official notice of issuance. EWS shall cooperate and assist with SNI as reasonably requested by SNI to make effective an application for listing of the SNI Class A Common Shares on the NYSE. (hi) ADP EWS 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 EWS may, at any time and from time to time prior to the Effective Timetime, change the terms of the Distribution, including by delaying or accelerating the timing of the Distribution. ADP EWS shall use good faith efforts to provide notice to Dealer SNI of any such change. ADP may select, for itself and for Dealer, EWS shall select the outside financial advisors, outside counsel, agents and the financial printer employed in connection with the transactions hereunder in its sole and absolute discretion. (ij) ADP EWS and Dealer SNI shall take all actions necessary so that the Dealer Certificate Amended and Restated Articles of Incorporation and the Dealer Bylaws Amended and Restated Code of Regulations shall be in effect at or prior to the Effective Time. (jk) ADP EWS and Dealer SNI shall take or cause to be taken all actions necessary to cause such number of SNI Common Voting Shares and SNI Class A Common Shares to be issued to SHBC prior to distribution of SNI Common Shares to EWS by SHBC contemplated by Section 2.02 as shall be necessary and sufficient to accomplish the Distribution. (l) EWS and SNI shall take all such actions as ADPEWS, in consultation with Dealer SNI but ultimately in its sole and absolute discretion, determines are is necessary or appropriate under 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.

Actions Prior to the Distribution. Subject to the satisfaction or waiver of the conditions set forth in Section 3.33.03, the actions set forth in this Section 3.1 3.01 have been or shall be taken prior to the Distribution Date. (a) The Board of Directors of ADP shall establish Belo has established the Distribution Date and shall establish any appropriate procedures in connection with the Distribution. ADP Belo and Dealer Newspaper Holdco have used and shall continue to 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 Timesuch time as its effectiveness is no longer required under the Exchange Act, and (iii) mailmail the Information Statement, including by electronic delivery where not prohibited by Law, 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 ADP Belo Common Stock as of the Record Date, the Information Statement or a notice of the internet availability thereof. (b) ADP Belo 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 Belo Common Stock in accordance with this Article III and the Distribution Agent Agreement, and (ii) the designation of Dealer as a third party beneficiary thereunder. (c) ADP Belo and Dealer Newspaper Holdco shall deliver to the Distribution Agent (i) book-entry transfer authorizations for all of the (or, upon request from a Belo shareholder, with respect to Series A Newspaper Holdco Common Stock, share certificates representing) outstanding shares of Dealer Newspaper Holdco Common Stock Stock, including the Preferred Share Purchase Rights attached thereto, 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, Dealer Newspaper Holdco shall provide to the Distribution Agent all book-entry transfer authorizations for (or, if applicable, certificates for shares representing) outstanding shares of Dealer Newspaper Holdco Common Stock Stock, including the Preferred Share Purchase Rights attached thereto, that the Distribution Agent shall require in order to further effect the Distribution. (d) Each of ADP Belo and Dealer Newspaper Holdco 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 Belo has established the Record Date and give given the NASDAQ the required NYSE not less than ten days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act and Rule 5250(e)(6) of the NASDAQ Continued Listing GuideAct. (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 filings, as ADPBelo, in consultation with Dealer Newspaper Holdco but ultimately in its Belo’s sole and absolute discretion, determines are is necessary or appropriate, to cause the transfer or issuance of all material Consents in order for ADP Belo and Dealer Newspaper Holdco to operate their respective Businesses independently of each other in the manner contemplated hereunder and under the Ancillary Agreements. Dealer . (h) Newspaper Holdco will prepare, file and use commercially reasonable efforts to make effective an application for listing of the Dealer Series A Newspaper Holdco Common Stock Stock, including the Preferred Share Purchase Rights attached thereto, on the NASDAQNYSE, subject to official notice of issuance. (hi) ADP Belo shall, in its sole discretion, determine (i) whether to proceed with all or part of the Distribution, (ii) Distribution on the Distribution Date, (iiiii) the timing and conditions to the Distribution and (iviii) the terms thereof. ADP Belo may, at any time and from time to time prior to the Effective Timetime, change the terms of the Distribution, including by delaying or accelerating the timing of the Distribution. ADP Belo shall use good faith commercially reasonable efforts to provide reasonable notice to Dealer Newspaper Holdco of any such change. ADP may select, for itself and for Dealer, Belo shall select the outside financial advisors, outside legal counsel, accountants, agents and the financial printer employed in connection with the transactions hereunder in its sole and absolute discretion, and the Parties understand and acknowledge that such third parties, together with officers and employees, including internal legal counsel, of Belo, have performed services for, rendered legal, accounting or similar advice to, made decisions on behalf of, and/or otherwise taken or not taken actions in respect of both Parties at the direction of Belo personnel and with the consent of the respective directors and officers of Belo and Newspaper Holdco. Accordingly, the Parties agree not to assert any conflict of interest or breach of duty as a result thereof, absent fraud or intentional misconduct. (ij) ADP Belo and Dealer Newspaper Holdco shall take all actions necessary so that the Dealer Certificate of Incorporation and the Dealer Bylaws shall be in effect at or prior to the Effective Time. (jk) ADP Belo and Dealer Newspaper Holdco shall take all such actions as ADPBelo, in consultation with Dealer Newspaper Holdco but ultimately in its Belo’s sole and absolute discretion, determines are is necessary or appropriate under 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.

Actions Prior to the Distribution. Subject to the satisfaction or waiver of the conditions set forth in Section 3.33.03, the actions set forth in this Section 3.1 3.01 have been or shall be taken prior to the Distribution DateEffective Time. (a) The Board of Directors of ADP shall establish Belo has established the Distribution Date and shall establish any appropriate procedures in connection with the Distribution. ADP Belo and Dealer Newspaper Holdco have used and shall continue to 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 Timesuch time as its effectiveness is no longer required under the Exchange Act, and (iii) mailmail the Information Statement, including by electronic delivery where not prohibited by Law, 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 ADP Belo Common Stock as of the Record Date, the Information Statement or a notice of the internet availability thereof. (b) ADP Belo 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 Belo Common Stock in accordance with this Article III and the Distribution Agent Agreement, and (ii) the designation of Dealer as a third party beneficiary thereunder. (c) ADP Belo and Dealer Newspaper Holdco shall deliver to the Distribution Agent (i) book-entry transfer authorizations for all of the (or, upon request from a Belo shareholder, with respect to Series A Newspaper Holdco Common Stock, share certificates representing) outstanding shares of Dealer Series A Newspaper Holdco Common Stock Stock, including the Preferred Share Purchase Rights attached thereto, to be distributed in connection with the payment of the Distribution Distribution, (ii) certificates for outstanding shares of Series B Newspaper Holdco Common Stock (which are certificated only and not subject to book-entry transfer procedures), including the Preferred Share Purchase Rights attached thereto, to be distributed in connection with the payment of the Distribution, and (iiiii) 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, Dealer Newspaper Holdco shall provide to the Distribution Agent all book-entry transfer authorizations for (or, if applicable and on the basis set forth above, certificates for shares representing) outstanding shares of Dealer Newspaper Holdco Common Stock Stock, including the Preferred Share Purchase Rights attached thereto, that the Distribution Agent shall require in order to further effect the Distribution. (d) Each of ADP Belo and Dealer Newspaper Holdco 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 Belo has established the Record Date and give given the NASDAQ the required NYSE not less than ten days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act and Rule 5250(e)(6) of the NASDAQ Continued Listing GuideAct. (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 ADPBelo, in consultation with Dealer Newspaper Holdco but ultimately in its Belo’s sole and absolute discretion, determines are is necessary or appropriate, to cause the transfer or issuance of all material Consents in order for ADP Belo and Dealer Newspaper Holdco to operate their respective Businesses independently of each other in the manner contemplated hereunder and under the Ancillary Agreements. Dealer . (h) Newspaper Holdco will prepare, file and use commercially reasonable efforts to make effective an application for listing of the Dealer Series A Newspaper Holdco Common Stock Stock, including the Preferred Share Purchase Rights attached thereto, on the NASDAQNYSE, subject to official notice of issuance. (hi) ADP Belo shall, in its sole discretion, determine (i) whether to proceed with all or part of the Distribution, (ii) Distribution on the Distribution Date, (iiiii) the timing and conditions to the Distribution and (iviii) the terms thereof. ADP Belo may, at any time and from time to time prior to the Effective Timetime, change the terms of the Distribution, including by delaying or accelerating the timing of the Distribution. ADP Belo shall use good faith commercially reasonable efforts to provide reasonable notice to Dealer Newspaper Holdco of any such change. ADP may select, for itself and for Dealer, Belo shall select the outside financial advisors, outside legal counsel, accountants, agents and the financial printer employed in connection with the transactions hereunder in its sole and absolute discretion, and the Parties understand and acknowledge that such third parties, together with officers and employees, including internal legal counsel, of Belo, have performed services for, rendered legal, accounting or similar advice to, made decisions on behalf of, and/or otherwise taken or not taken actions in respect of both Parties at the direction of Belo personnel and with the consent of the respective directors and officers of Belo and Newspaper Holdco. Accordingly, the Parties agree not to assert any conflict of interest or breach of duty as a result thereof, absent fraud or intentional misconduct. (ij) ADP Belo and Dealer Newspaper Holdco shall take all actions necessary so that the Dealer Certificate of Incorporation and the Dealer Bylaws shall be in effect at or prior to the Effective Time. (jk) ADP Belo and Dealer Newspaper Holdco shall take all such actions as ADPBelo, in consultation with Dealer Newspaper Holdco but ultimately in its Belo’s sole and absolute discretion, determines are is necessary or appropriate under 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.