The IPO. The Company shall cooperate with, and take all actions reasonably requested by, Cellectis in connection with the IPO. In furtherance thereof, to the extent not undertaken and completed prior to the execution of this Agreement:
The IPO. The Company shall cooperate with, and take all actions reasonably requested by, Lilly in connection with the IPO. In furtherance thereof, to the extent not undertaken and completed prior to the execution of this Agreement, the Company shall, at the request of Lilly or an Underwriter, promptly take any and all actions necessary or desirable to consummate the IPO as contemplated by the IPO Registration Statement and the Underwriting Agreement.
The IPO. Subject to the terms of the Underwriting Agreement, Danaher may, in its sole and absolute discretion, determine the terms of the IPO, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the IPO and the timing and conditions to the consummation of the IPO. In addition, subject to the terms of the Underwriting Agreement, Danaher may, at any time and from time to time until the consummation of the IPO, modify or change the terms of the IPO, including by accelerating or delaying the timing of the consummation of all or part of, or terminating, the IPO.
The IPO then and in each such event the Company will mail to the Holder a notice specifying the record date for voting or the date of closing , as applicable, of any event (a)-(e) above. Such notice shall be delivered to the Holder at least 15 days prior to the date of the relevant event.
The IPO. (a) Odetics and Iteris shall use their reasonable best efforts to consummate the IPO immediately following the Distribution. Actions required to so consummate the IPO shall include, but shall not necessarily be limited to, those specified in this Section 8.1. (b) Iteris shall file the IPO Registration Statement, and such amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by law or by the underwriters, including, but not limited to, filing such amendments to the IPO Registration Statement as may be required by the Underwriting Agreement, the Securities and Exchange Commission or federal, state or foreign securities laws. (c) Iteris shall enter into the Underwriting Agreement, in form and substance reasonably satisfactory to Iteris and shall comply with its obligations thereunder. (d) Odetics and Iteris shall consult with each other and the Underwriters regarding the timing, pricing and other material matters with respect to the IPO. (e) Iteris shall use its reasonable best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of each of the states of the United States (and any comparable laws under any foreign jurisdictions) in connection with the IPO. (f) Iteris shall prepare, file and use reasonable best efforts to seek to make effective, an application for listing of the Iteris Common Stock issued in the IPO on the Nasdaq National Market, subject to official notice of issuance. (g) Iteris shall participate in the preparation of materials and presentations as the underwriters shall deem necessary or desirable. (h) Iteris shall pay all third party costs, fees and expenses relating to the IPO, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the underwriters' discount as provided in the Underwriting Agreement.
The IPO. Subject to the terms and conditions hereof, each of Parent and the Company shall use their commercially reasonable efforts to consummate the IPO, including by taking the actions specified in this Section 3.01, to the extent not undertaken and completed prior to the execution of this Agreement:
The IPO. The Company shall cooperate with, and take all actions reasonably requested by, Pfizer in connection with the IPO. In furtherance thereof, to the extent not undertaken and completed prior to the execution of this Agreement: (a)The Company shall file the IPO Registration Statement, and such amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by the Equity Underwriting Agreement, the Commission and applicable Law, including federal, state or foreign securities Laws. The Company shall also cooperate in preparing, filing with the Commission and causing to become effective a registration statement registering the Class A Common Stock under the Exchange Act, and any registration statements or amendments thereof that are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO or the other transactions contemplated by this Agreement and the Ancillary Agreements.(b)The Company shall enter into the Equity Underwriting Agreement, in form and substance reasonably satisfactory to Pfizer and shall comply with their respective obligations thereunder.(c)The Company shall use its commercially reasonable efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws under any foreign jurisdictions) in connection with the IPO.(d)The Company shall participate in the preparation of materials and presentations as any of Pfizer, the Debt-for-Equity Exchange Parties, and the Equity Underwriters shall deem necessary or desirable in connection with the IPO.(e)The Company will cooperate in all respects with Pfizer, the Debt-for-Equity Exchange Parties and the Equity Underwriters in connection with the pricing of the Class A Common Stock to be issued in the IPO and the timing of the IPO and will, at any such party's request, promptly take any and all actions necessary or desirable to consummate the IPO as contemplated by the IPO Registration Statement and the Equity Underwriting Agreement.(f)The Company shall prepare, file and use its commercially reasonable efforts to seek to make effective an application for listing of the Class A Common Stock issued in the IPO on the New York Stock Exchange.
The IPO. The IPO will be a primary offering of Common Stock by Limco and a secondary offering of Limco shares held by TAT. Limco shall (a) consult and cooperate in all respects with TAT in connection with the pricing of the Common Stock to be offered in the IPO; (b) at the direction of TAT, execute and deliver an underwriting agreement (the "Underwriting Agreement") in form and substance reasonably satisfactory to TAT; and (c) at the direction of TAT, promptly take any and all actions necessary or desirable to consummate the IPO as contemplated by the registration statement on Form S-1 (the "Registration Statement") filed by Limco with the Securities and Exchange Commission (the "SEC") and the Underwriting Agreement.
The IPO. The MLP shall issue [—] common units to the public in the IPO pursuant to an underwriting agreement by and among the MLP and the underwriters of the IPO.