Certain Actions at or Prior to the Distribution Sample Clauses

The "Certain Actions at or Prior to the Distribution" clause defines specific actions that parties must take or refrain from taking before or at the time a distribution event occurs, such as a corporate spin-off or asset transfer. This may include requirements to transfer assets, settle intercompany accounts, or execute necessary agreements to ensure a smooth transition. By outlining these obligations, the clause helps coordinate the parties' activities, ensuring that all preparatory steps are completed and reducing the risk of disputes or operational disruptions during the distribution process.
Certain Actions at or Prior to the Distribution. Section 3.1. Actions on or Prior to the Distribution Date. Prior to the Distribution Date, and as promptly as reasonably practicable, CPLG and LQ Parent shall prepare and, in accordance with applicable Law, file with the SEC the CPLG Form 10, including amendments, supplements and any such other documentation which is necessary or desirable to effectuate the Distribution, and CPLG and LQ Parent shall each use reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. CPLG shall prepare, file with the SEC and 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 the Specified Ancillary Agreements. CPLG and LQ Parent 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 or of other foreign jurisdictions in connection with the Distribution. To the extent not already approved and effective, CPLG shall use reasonable best efforts to have approved and made effective the application for the original listing of the CPLG Common Stock to be distributed in the Distribution on the NYSE, subject to official notice of distribution.
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Certain Actions at or Prior to the Distribution 
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Related to Certain Actions at or Prior to the Distribution

  • Notice to Holders Prior to Certain Actions In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment in the Conversion Rate pursuant to Section 10.04; or (b) the Company shall authorize the granting to all of the holders of its Common Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; (c) of any reclassification of Common Stock (other than a subdivision or combination of the outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall cause to be filed with the Trustee and to be mailed to each Noteholder at his address appearing on the Note Register at least 10 days before the applicable date specified in clause (x) or (y) below, as the case may be, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to convert their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up.