Actions Prior to the Distribution Sample Clauses

Actions Prior to the Distribution. Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:

Actions Prior to the Distribution. (a) Covidien and Mallinckrodt shall prepare and mail, prior to the Distribution Date, to the holders of Covidien Ordinary Shares, such information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall reasonably determine and as may be required by Law. Covidien and Mallinckrodt will prepare, and Mallinckrodt will, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which Covidien determines are necessary or desirable to effectuate the Distribution and Covidien and Mallinckrodt shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (b) Covidien and Mallinckrodt shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution. (c) Mallinckrodt shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the Mallinckrodt Spin Shares on the NYSE, subject to official notice of issuance. (d) Covidien and Mallinckrodt shall take all such action as may be necessary or appropriate to provide for the adoption by Mallinckrodt of the Memorandum and Articles of Association in such form as may be reasonably determined by Covidien and Mallinckrodt. (e) Covidien shall take all such action as may be necessary or appropriate so that, prior to the Distribution, the board of directors of each of the Mallinckrodt Holding Companies shall meet to consider, and if thought fit, approve: (i) the transfer of its entire issued share capital from Covidien to Mallinckrodt, conditional only upon the Distribution being effected; and (ii) the updating of all statutory registers to reflect such transfer.

Actions Prior to the Distribution. (a) Prior to the Distribution Date, BOLC and NUVOLA shall prepare and mail to the holders of BOLC Common Stock, such information concerning NUVOLA, its business, operations and management, the Distribution and such other matters as BOLC shall reasonably determine and as may be required by law. NUVOLA will prepare, and NUVOLA will, to the extent required under applicable law, file with the Commission the Form 10 and Form S-1 registration and any such other documentation which BOLC determines are necessary or desirable to effectuate the Distribution and BOLC and NUVOLA shall each use its commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) BOLC and NUVOLA shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the United States (and any comparable laws under any foreign jurisdiction) in connection with the Distribution. (c) BOLC and NUVOLA shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.3 to be satisfied and to effect the Distribution on the Distribution Date. (d) NUVOLA shall prepare and file, and shall use its commercially reasonable efforts to have approved, an application for the inclusion of the NUVOLA Common Stock to be distributed in the Distribution on the Over the Counter Bulletin Board within twelve (12) months of the Distribution Date. (e) BOLC and NUVOLA shall enter into all Ancillary Agreements.

Actions Prior to the Distribution. (a) Odetics and ATL shall prepare and mail, prior to the Distribution Date, to the holders of Odetics Common Stock, such information concerning ATL, its business, operations and management, the Distribution and such other matters as Odetics and ATL shall reasonably determine and as may be required by law. Odetics and ATL will prepare, and ATL will, to the extent required under applicable law, file with the Commission any such documentation and any requisite no action letters which Odetics determines are necessary or desirable to effectuate the Distribution and Odetics and ATL shall each use its reasonable best efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Odetics and ATL shall take all such action as may be necessary or appropriate under the state securities laws of the United States (and any comparable laws under any foreign jurisdiction) in connection with the Distribution. (c) Odetics and ATL shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 7.3(d) (subject to Sections 7.3(d)) to be satisfied and to effect the Distribution on the Distribution Date. (d) ATL shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the ATL Common Stock to be distributed in the Distribution on the Nasdaq National Market, subject to official notice of distribution.

Actions Prior to the Distribution. (a) Subject to Section 4.02 and Section 5.02, ALTISOURCE and Residential shall use reasonable efforts to consummate the Distribution, including by taking the actions specified in this Section 4.01. (b) Prior to the Distribution Date, ALTISOURCE shall mail the Information Statement to the Record Holders. (c) Residential shall use reasonable efforts to take all such action, if any, as may be necessary or appropriate to have the Residential Class B Common Stock listed on the NYSE prior to the Distribution Date. (d) ALTISOURCE and 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) ALTISOURCE and 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, ALTISOURCE shall duly elect, as members of the Residential board of directors, the individuals listed as members of the Residential board of directors in the Information Statement, and such individuals shall continue to be members of the Residential board of directors on the Distribution Date. (g) Immediately prior to the Distribution Date, the articles of incorporation of Residential, in substantially the form filed as an exhibit to the Form 10, shall be in effect.

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 o...

Actions Prior to the Distribution. In connection with the Distribution, the parties will take the actions set forth in this Section 4.2. (a) WMB and WPX will prepare and mail, prior to any Distribution Date, to the holders of WMB Common Stock, such information concerning WPX and the Distribution and such other matters as WMB reasonably determines and as may be required by law. WMB and WPX will prepare, and WPX will, to the extent required by applicable law, file with the SEC any such documentation that WMB determines is necessary or desirable to effect the Distribution, and WMB and WPX will each use its commercially reasonable efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (b) WPX will use its commercially reasonable efforts to take all such action as may be necessary or desirable under applicable state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the Distribution. (c) WPX will prepare, file and use commercially reasonable efforts to seek to make effective, an application for listing of the WPX Common Stock to be distributed in the Distribution on the New York Stock Exchange, subject to official notice of issuance. (d) WPX will take all reasonable steps necessary or desirable to cause the conditions set forth in Section 4.3 to be satisfied and to effect the Distribution.

Actions Prior to the Distribution. (a) Parent and Xxxxx Xxxxxxx shall use reasonable best efforts to (i) cause the Registration Statement to become effective under the Exchange Act and to keep the Registration Statement effective as long as is necessary to consummate the Distribution, and (ii) mail, promptly after effectiveness of the Registration Statement and the Record Date and in any event prior to the Distribution Date, to the holders of Parent Common Stock as of the Record Date, the Information Statement. (b) Parent and Xxxxx Xxxxxxx shall take all such action as Parent may determine necessary or appropriate under 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. (c) Prior to the Distribution, each of Parent and Xxxxx Xxxxxxx shall enter into, or cause the appropriate members of the Group of which it is a member to enter into, each of the Benefits Agreement, the Business Alliance Agreement, the Insurance Matters Agreement, the Sublease Agreement and the Tax Sharing Agreement. (d) Prior to the Distribution, Parent shall execute, or cause the appropriate members of the Parent Group to execute, and Xxxxx Xxxxxxx shall execute, or cause the appropriate members of the Xxxxx Xxxxxxx Group to execute, assignment documents that Parent and Xxxxx Xxxxxxx agree to be necessary or appropriate to effect the transfer of the Xxxxx Xxxxxxx Intellectual Property Assets to the Xxxxx Xxxxxxx Group pursuant to the Contribution and in accordance with the procedures set forth on Schedule 2.2(b). (e) Parent shall use its reasonable best efforts to cause the Holdco Formation to be effected prior to the effective time of the Distribution. (f) Prior to the Distribution, each of Parent and Xxxxx Xxxxxxx shall cause the appropriate members of the Group of which it is a member to enter into the $180,000,000 Subordinated Loan Agreement by and between USB Holdings, Inc. and Xxxxx Xxxxxxx Inc., (the "$180,000,000 SUBORDINATED LOAN AGREEMENT"), subject to approval by the NYSE of inclusion of amounts outstanding under the $180,000,000 Subordinated Loan Agreement as net capital of Xxxxx Xxxxxxx & Co. for the purposes of Rule 15c3-1 of the Exchange Act, which $180,000,000 Subordinated Loan Agreement will replace the $215,000,000 subordinated debt facility currently in place between Parent and Xxxxx Xxxxxxx Inc. and (2) such other financial arrangements, if any, that Parent and Xxxxx Xxxxxxx agree to enter into p...

Actions Prior to the Distribution. Prior to the Effective Time, the parties will take the actions set forth in this Section 2.02.

Actions Prior to the Distribution. (a) Subject to the conditions specified in Section 4.02 and subject to Section 5.03, TWX and AOL shall use reasonable best efforts to consummate the Distribution. Such actions shall include those specified in this Section 4.01.