Menlo Actions Clause Samples

Menlo Actions. At or prior to the Effective Time, Menlo shall take all actions necessary for the assumption of the Adjusted RSU Awards, Adjusted Options, Adjusted Purchase Rights and the treatment thereof pursuant to this Section 2.1(d), including the reservation, issuance and listing of a number of shares of Menlo Common Stock as necessary to effect the transactions contemplated by this Section 2.1(d). As soon as practicable following the Effective Time, but in no event later than two (2) business days following the Effective Time, Menlo shall file a registration statement under the Securities Act on Form ▇-▇, ▇▇▇▇ ▇-▇ or another appropriate form (and use its reasonable best efforts to maintain the effectiveness thereof and maintain the current status of the prospectuses contained therein) with respect to the shares of Menlo Common Stock subject to each such award under the Foamix Equity Plans and shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such awards remain outstanding. As soon as practicable after the registration of such shares of Menlo Common Stock, Menlo shall deliver to the holders of the Adjusted RSU Awards, Adjusted Options and Adjusted Purchase Rights appropriate notices setting forth such holders’ rights pursuant to the respective Foamix Equity Plans and agreements evidencing the grants of such Adjusted RSU Awards and Adjusted Options, and stating that such Adjusted RSU Awards and Adjusted Options and agreements have been assumed by Menlo and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 2.1(d)).