Interim Steps Sample Clauses

Interim Steps. (A) Prior to the Completion Date, Reuters undertakes that (save as contemplated by clause 4.1(B)) legal title to the Initial Share Capital shall remain registered in the names of the entities stated in schedule 9 and further undertakes to procure that: (i) the Company incorporates US Subco as soon as practicable following the date of this agreement; (ii) US Subco applies for an employer identification number as soon as practicable following its incorporation; (iii) the Company and US Subco make such arrangements in relation to pay roll administration, opening of bank accounts, and other administrative employee-related actions (excluding, for the avoidance of doubt, the hiring of any employees) as Reuters deems appropriate in order to facilitate the commencement of operations following the Completion Date; (iv) to procure that the Company timely files, in any event within 75 days of formation of the Company, with the tax authorities in the US the appropriate election under US Treasury Regulation Section 301.7701-3 in respect of the Company in order for the Company to be treated as a partnership, and not as a corporation, for US federal income tax purposes effective as of the date of formation of the Company by timely filing Internal Revenue Service Form 8832, “Entity Classification Election”, and otherwise complying with US Treasury Regulation Section 301.7701-3. (B) Prior to the Completion Date, each party agrees that none of the Initial Share Capital shall be transferred, charged or pledged to any person (except in accordance with the provisions of clause 17.5 (Transfers within a Group)) and no options or rights over, or mortgage, lien or other security interest or encumbrance with respect to, any Initial Share Capital may be granted (and in each case, no agreements to do so shall be entered into). (C) Prior to the Completion Date, the Company agrees (to the extent permitted by law) that it shall not and Reuters agrees to procure that the Company shall not: (i) be managed by Reuters, nor shall Reuters have any obligation to manage the Company, in any manner which would be in breach of any applicable law or regulation in any material respect; Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by asterisks (“*****”), and the omitted text has been filed separately with the Securities and Exchange Commission. (ii) create, issue or allo...