Shareholders Meetings, Interim Order and Final Order Costs Sample Clauses

Shareholders Meetings, Interim Order and Final Order Costs. Parent shall pay all third-party costs, fees and expenses relating to the Parent Shareholders Meeting, the Interim Order and the Final Order, including all of the costs of producing, printing, mailing and otherwise distributing the Meeting Materials in respect of the Parent Shareholders Meeting. Except as provided in the preceding sentence, SpinCo shall pay all third-party costs, fees and expenses relating to any meeting of the SpinCo shareholders that may be required pursuant to the Interim Order, if any (including all of the costs of producing, printing, mailing and otherwise distributing the applicable meeting materials in respect of any such meeting). In order for Parent and SpinCo to fulfill their obligations in this Section 4.2, SpinCo shall provide services to Parent as set forth in the Transition Services Agreement at Parent’s sole cost and expense, including legal and administrative services whereby SpinCo will provide certain services to Parent in order to effect the Distribution; provided, for clarity, that such services shall not provide SpinCo with any executive management or business decisionmaking functions in respect of determinations to be made by Parent with respect to the Distribution, including as to the timing, nature or terms of such Distribution, or in respect of Parent’s exercise of any of its rights under or in respect of this Agreement, the Arrangement Agreement or the Distribution.