Company Approval of Certain Spinco Actions; Formation of Spinco Sample Clauses

Company Approval of Certain Spinco Actions; Formation of Spinco. Unless otherwise provided in this Agreement, the Company shall cooperate with Spinco and the Spinco Companies in effecting, and if so requested by Spinco the Company shall, as the sole stockholder of Spinco, ratify any actions that are reasonably necessary or desirable to be taken by Spinco to effectuate the transactions contemplated by this Agreement in a manner consistent with the terms of this Agreement, including, without limitation, the following: (a) amending the Certificate of Incorporation of Spinco so that the provisions thereof shall at the Distribution Date have the provisions set forth on Exhibit B attached hereto and such other terms and conditions as Parent and Spinco shall reasonably approve (with such changes thereto as Parent and the Company may approve prior to the Offer Purchase Date); (b) amending the By-Laws of Spinco so that the provisions thereof shall at the Distribution Date have the provisions set forth on Exhibit C attached hereto and such other terms and conditions as Parent and Spinco shall reasonably approve (with such changes thereto as Parent and the Company may approve prior to the Offer Purchase Date); (c) adopting a shareholder rights plan of Spinco having substantially the same provisions, as of the Distribution Date, as those set forth on Exhibit D attached hereto (with such changes thereto as the Board of Directors of the Company may approve in its reasonable discretion prior to the Offer Purchase Date); (d) adopting, preparing and implementing appropriate plans, agreements and arrangements for Spinco Employees and Spinco non-employee directors (including, without limitation, employee benefit plans, agreements and arrangements substantially similar to those set forth on Exhibit E attached hereto (with such changes thereto as the Board of Directors of the Company may approve in its reasonable discretion prior to the Offer Purchase Date)); and (e) electing to the Board of Directors of Spinco those persons referred to in Section 6.3 hereof so that such persons shall be able to serve as the sole members of Spinco's Board of Directors as of the Distribution Date.
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Related to Company Approval of Certain Spinco Actions; Formation of Spinco

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