Common use of THE PUBLIC OFFERING Clause in Contracts

THE PUBLIC OFFERING. (a) Water Pik shall consummate the Public Offering not later than one year following the Distribution Date. Actions required in order to so consummate the Public Offering shall include, but not necessarily be limited to, those specified in this Section 4.01. (b) Water Pik shall file the Public Offering Registration Statement not later than at the end of the eighth month following the month in which the Distribution Date occurs, and shall file such amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by law or by the Underwriters, including, but not limited to, filing such amendments to the Public Offering Registration Statement as may be required by the Underwriting Agreement, the Commission or federal, state or foreign securities laws. (c) Water Pik shall enter into the Underwriting Agreement and shall comply with its obligations thereunder. (d) Water Pik shall take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the Public Offering. (e) Water Pik shall prepare, file and take all actions necessary to make effective an application for listing of the Water Pik Common Stock issued in the Public Offering on the NYSE, subject to official notice of issuance. (f) Water Pik shall participate in the preparation of materials and presentations as the Underwriters shall deem necessary or desirable. (g) Water Pik shall pay all third party costs, fees and expenses relating to the Public Offering, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters' discount as provided in the Underwriting Agreement.