Common use of VMware Securities Law Matters Clause in Contracts

VMware Securities Law Matters. (i) VMware shall prepare and, to the extent required under applicable Law, file with the SEC (at such time or times determined by VMware in consultation with Dell), and Dell shall reasonably cooperate with VMware in connection with the preparation and filing by VMware of, any such documentation, no-action letters and other filings which VMware determines, in consultation with Dell, are necessary or desirable to effectuate the Distribution, and use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable and in any event prior to the Distribution Date. VMware 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 the United States (and any comparable Laws under any foreign jurisdictions) in connection with the Distribution. (ii) VMware shall prepare and mail (or otherwise transmit in accordance with applicable Law), on a date that is sufficiently prior to the Dividend Record Date to allow the Information Statement to be effective on or prior to the Dividend Record Date, to the holders of VMware Common Stock, the Information Statement, and Dell shall reasonably cooperate with VMware in connection with the preparation and mailing of such Information Statement. VMware shall use its reasonable best efforts to obtain all necessary approvals from the SEC with respect to the Information Statement (if any) as soon as practicable and in any event prior to the Dividend Record Date, and Dell shall reasonably cooperate with VMware in connection therewith. Without limiting any of the obligations under any other paragraph of this Agreement, VMware shall do or cause to be done all things necessary, proper or advisable under applicable laws and regulations, including section 14(c) of the Exchange Act and section 228 of the DGCL, the governing and organizational documents of VMware, including VMware’s Amended and Restated Certificate of Incorporation, and the listing rules of the NYSE, to make effective the written stockholder approval in respect of the Conversion Amendment and the Post-Distribution A&R Charter prior to the Dividend Record Date.