Prior to the Distribution Date Sample Clauses

Prior to the Distribution Date. Monsanto and Chemicals shall prepare the Proxy Statement and the Registration Statement. Chemicals shall file the Registration Statement with the SEC. Monsanto shall file the Proxy Statement with the SEC and shall mail the Proxy Statement to the holders of Monsanto Common Stock as of the Special Meeting Record Date. Monsanto and Chemicals shall use reasonable efforts to cause the Registration Statement to become effective under the Exchange Act as promptly as reasonably practicable.

Prior to the Distribution Date. TSC and eLoyalty shall prepare a registration statement on Form 10, including such amendments or supplements thereto as may be necessary (together, the "Registration Statement") to effect the registration of the eLoyalty Common Stock under the Exchange Act, which Registration Statement shall include an information statement to be sent by TSC to its stockholders in connection with the Distribution (the "Information Statement"). eLoyalty shall file the Registration Statement with the SEC and shall use commercially reasonable efforts to cause the Registration Statement to become and remain effective under the Exchange Act as soon as reasonably practicable. After the Registration Statement becomes effective, TSC shall mail the Information Statement to the holders of TSC Common Stock as of the Record Date.

Prior to the Distribution Date. Seafield and SLH shall prepare the Information Statement and the Registration Statement. SLH shall file the Registration Statement with the SEC. Seafield and SLH shall use reasonable efforts to cause the Registration Statement to become effective under the Exchange Act as promptly as reasonably practicable. Seafield and SLH shall prepare the Information Statement; and after the Registration Statement becomes effective, Seafield shall mail the Information Statement to the holders of Seafield Common Stock as of the Record Date.

Prior to the Distribution Date. GroceryCo shall establish a plan or plans for non-employee directors, so that upon the Distribution, GroceryCo shall have in effect a plan for non-employee directors containing substantially the same terms as each original Kraft Foods Inc. stock compensation plan under which any Kraft Foods Inc. stock unit award that is converted into a GroceryCo stock unit award was granted. From and after the Distribution Date, each GroceryCo stock unit award shall be subject to the terms of the applicable GroceryCo plan for non-employee directors and the award agreement governing such GroceryCo award. From and after the Distribution Date, GroceryCo shall retain, pay, perform, fulfill and discharge all Liabilities arising out of or relating to the GroceryCo stock units awards for non-employee directors.

Prior to the Distribution Date. VIGC and VYGP shall prepare a registration statement on Form 10 SB, including such amendments or supplements thereto as may be necessary (together, the "Registration Statement") to effect the registration of the VYGP Common Stock an Preferred Stock under the Exchange Act, which Registration Statement shall include an information statement to be sent by VIGC to its stockholders in connection with the Distribution (the "Information Statement"). VYGP shall file the Registration Statement with the SEC and shall use commercially reasonable efforts to cause the Registration Statement to become and remain effective under the Exchange Act as soon as reasonably practicable. After the Registration Statement becomes effective, VIGC shall mail the Information Statement to the holders of VIGC Common Stock as of the Record Date.

Prior to the Distribution Date. Vencor ------------------- and Healthcare Company shall prepare and file with the NYSE a listing application and related documents and shall take all such other actions with respect thereto as shall be necessary or desirable in order to cause the NYSE to list on or prior to the Distribution Date, subject to official notice of issuance, the Healthcare Company Common Stock.

Prior to the Distribution Date the Company may amend any of the provisions of the Plan without the approval of the holders of the Rights or Company Common Stock at any time. After such date, subject to the terms of the Plan, the Company may amend the Plan to cure any ambiguity, defect or inconsistency, to shorten or lengthen any time period, or to make changes which do not adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person).