Actions Prior to the Distribution Sample Clauses

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. 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) 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.

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) DSPGI and Ceva, Inc. shall mail, prior to the date determined by the Board of Directors of DSPGI as the record date, to the holders of common stock of DSPGI, the Information Statement and such other information concerning Ceva, Inc., its business, operations and management, the Separation, the Distribution, and such other matters as DSPGI and Ceva, Inc. shall reasonably determine and as may be required by law. (b) DSPGI and Ceva, Inc. shall prepare and file with the appropriate Governmental Authority any documents or statements which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the Separation and Distribution. (c) DSPGI and Ceva, Inc. 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. (d) DSPGI and Ceva, Inc. shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.4 (subject to Sections 3.5(d)) to be satisfied and to effect the Distribution on the Distribution Date. (e) Immediately prior to effecting the Distribution, DSPGI shall contribute to Ceva, Inc., in immediately available funds, U.S. $40 million; it being acknowledged by the Parties that, in accordance with Section 8.3 of the Combination Agreement, Ceva, Inc. will bear U.S.$2.0 million of the transaction fees and expenses.

Actions Prior to the Distribution. In the event that BGC Partners determines to effect the Distribution: (a) BGC Partners and Newmark shall prepare and mail, prior to any Distribution Date, to the holders of BGC Partners Common Stock, such information concerning Newmark, its business, operations and management, the Distribution and such other matters as BGC Partners shall reasonably determine and as may be required by Applicable Law. BGC Partners and Newmark shall prepare, and Newmark shall, to the extent required under Applicable Law, file with the SEC any such documentation and any requisite no-action letters which BGC Partners determines are necessary or desirable to effectuate the Distribution, and BGC Partners and Newmark shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (b) BGC Partners and Newmark 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) At BGC Partners’ direction, Newmark shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 4.03 (subject to Section 10.02(b)) to be satisfied and to effect the Distribution on the Distribution Date (and any other transactions related to the Distribution contemplated by the Separation Steps Plan) in accordance with the Separation Steps Plan. (d) Newmark shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the shares of Newmark Class A Common Stock to be distributed in the Distribution on the NASDAQ Global Select Market, subject to official notice of distribution.