Common use of Actions in Connection with Distribution Clause in Contracts

Actions in Connection with Distribution. Unless Vishay has previously determined not to proceed with the Separation, Vishay and VPG will cause to be taken the following actions in connection with the Distribution: (i) VPG shall appoint a registrar and transfer agent (the “Registrar and Transfer Agent”) for the purpose of recording the ownership and transfer of record of the holders of VPG common stock and VPG Class B common stock. Such record of ownership and transfer shall be maintained in book entry form only, and no physical certificates evidencing the ownership of the VPG common stock or VPG Class B common stock shall be issued. (ii) On or prior to the Distribution Date, VPG shall issue to Vishay and Vishay shall deliver to Agent, in each case by appropriate entry on the books and records of the Registrar and Transfer Agent, a sufficient number of shares of VPG common stock and VPG Class B common stock for distribution on the Distribution Date to the Record Holders of Vishay common stock and Vishay Class B common stock, respectively. (iii) On the Distribution Date, (x) each Record Holder of Vishay common stock will be entitled to receive in the Distribution a number of shares of VPG common stock equal to the number of shares of Vishay common stock held by such Record Holder on the Record Date multiplied by the distribution ratio to be determined by the Vishay Board when it declares the Distribution (the “Common Stock Distribution Ratio”), and (y) each Record Holder of Vishay Class B Common Stock will be entitled to receive in the Distribution a number of shares of VPG Class B Common Stock equal to the number of shares of Vishay Class B Common Stock held by such Record Holder on the Record Date multiplied by the distribution ratio to be determined by the Vishay Board when it declares the Distribution (the “Class B Common Stock Distribution Ratio”). The Vishay Board shall have the right to adjust the Common Stock Distribution Ratio and/or the Class B Common Stock Distribution Ratio at any time prior to the Distribution. (iv) As promptly as practicable after the Distribution Date, the Registrar and Transfer Agent will send to each Record Holder, at the address of such Record Holder as it appears on the books and records of the registrar and transfer agent for the Vishay common stock and the Vishay Class B common stock, as the case may be, an account statement showing the number of shares of VPG common stock and VPG Class B common stock held by such Record Holder as of the Distribution Date. (v) Vishay and VPG, as the case may be, will provide to the Agent and the Registrar and Transfer Agent all authorizations and other documentation and any Information required in order to complete the Distribution on the basis set forth in this Section 3.5. No action will be necessary for any Record Holder of Vishay to receive VPG common stock and/or VPG Class B Common Stock, as applicable, or cash in lieu of fractional shares in the Distribution.