Common use of Actions in Connection with the Distribution Clause in Contracts

Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Versum shall file such amendments and supplements to the Versum Registration Statement as Air Products may request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Versum Registration Statement as may be required by the Commission or federal, state or foreign securities Laws. Air Products shall, or at Air Products’ election, Versum shall, mail (or deliver by electronic means where not prohibited by Law) to the holders of Air Products Common Stock, at such time on or prior to the Distribution Date as Air Products shall determine, the Information Statement included in the Versum Registration Statement (or a Notice of Internet Availability, if applicable), as well as any other information concerning Versum, its business, operations and management, the transaction contemplated herein and such other matters as Air Products shall determine are necessary and as may be required by applicable Law. Promptly after receiving a request from Air Products, Versum shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Air Products determines is necessary or desirable to effectuate the Distribution, and Air Products and Versum shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Versum shall use commercially reasonable efforts in preparing, filing with the Commission and causing to become effective, as soon as reasonably practicable (but in any case prior to the Separation Time), an effective registration statement or amendments thereof which are required in connection with the establishment of, or amendments to, any employee benefit plans of Versum. (c) To the extent not already approved and effective, Versum shall use commercially reasonable efforts to have approved and made effective, the application for the original listing on the NYSE of the Versum Common Stock to be distributed in the Distribution, subject to official notice of distribution. (d) To the extent not already completed, Versum shall use commercially reasonable efforts to take all necessary actions to effect the issuance of the Versum Securities, and take all other actions to effectuate the transactions contemplated by the Versum Financing Arrangements, pursuant to the terms and conditions of the agreements governing the foregoing. (e) Nothing in this Section 4.3 shall be deemed to shift or otherwise impose Liability for any portion of the Versum Registration Statement to Air Products.

Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Versum Veralto shall file such amendments and supplements to the Versum Registration Statement Form 10 as Air Products Xxxxxxx may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Versum Registration Statement Form 10 as may be required by the Commission or federal, state or foreign securities Laws. Air Products Xxxxxxx shall, or at Air Products’ Xxxxxxx’x election, Versum Veralto shall, mail (or deliver by electronic means where not prohibited by Law) to the holders of Air Products Xxxxxxx Common Stock, at such time on or prior to the Distribution Date as Air Products Xxxxxxx shall determine, the Information Statement included in the Versum Registration Statement (or a Notice of Internet Availability, if applicableAvailability of the Information Statement), as well as any other information concerning Versum, its business, operations and management, the transaction contemplated herein and such other matters as Air Products shall determine are necessary and as may be required by applicable Law. Promptly after receiving a request from Air ProductsXxxxxxx, Versum Veralto shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Air Products Xxxxxxx reasonably determines is necessary or desirable to effectuate the Distribution, and Air Products Xxxxxxx and Versum Veralto shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Versum Veralto shall use commercially reasonable efforts in preparingprepare, filing file with the Commission and causing cause to become effective, as soon as reasonably practicable (but in any case on or prior to the Separation TimeDistribution Date), an effective a registration statement or amendments thereof which are required in connection with the establishment of, or amendments to, any employee benefit plans of VersumVeralto. (c) To the extent not already approved and effective, Versum Veralto shall use commercially reasonable efforts to have approved and made effective, the application for the original listing on the NYSE of the Versum Veralto Common Stock to be distributed in the Distribution, the Veralto Common Stock to be retained by Xxxxxxx, and the shares of Veralto Common Stock to be reserved for issuance pursuant to any director or employee benefit plan or arrangement on the NYSE, subject to official notice of distribution. (d) To the extent not already completed, Versum Veralto shall use commercially reasonable efforts to take all necessary actions to effect the issuance of the Versum Securities, and take all other actions to effectuate the transactions contemplated by the Versum Veralto Financing Arrangements, pursuant to the terms and conditions of the agreements governing the foregoing. (e) Nothing in this Section 4.3 3.3 shall be deemed to shift or otherwise impose Liability for any portion of the Versum Registration Veralto’s Form 10 or Information Statement to Air ProductsXxxxxxx.

Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Versum Xxxxxxx Electronics shall file such amendments and supplements to the Versum Registration Statement its Form 10 as Air Products Xxxxxxx International may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Versum Registration Statement its Form 10 as may be required by the Commission or federal, state or foreign securities Laws. Air Products shall, or at Air Products’ election, Versum shall, Xxxxxxx Electronics shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Air Products Common StockShare Owners, at such time on or prior to the Distribution Date as Air Products Xxxxxxx International shall determine, the Information Statement included in the Versum Registration Statement its Form 10 (or a Notice notice of Internet Availability, if applicableinternet availability of the Information Statement), as well as any other information concerning VersumXxxxxxx Electronics, its business, operations and management, the transaction contemplated herein and such other matters as Air Products Xxxxxxx International shall reasonably determine are necessary and as may be required by applicable Law. Promptly after receiving a request from Air ProductsXxxxxxx International, Versum Xxxxxxx Electronics shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Air Products Xxxxxxx International reasonably determines is necessary or desirable to effectuate the Distribution, and Air Products Xxxxxxx International and Versum Xxxxxxx Electronics shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Versum Xxxxxxx Electronics shall use commercially reasonable efforts in preparing, filing with the Commission and causing to become effective, as soon as reasonably practicable (but in any case prior to the Separation Time)practicable, an effective registration statement or amendments thereof which are required in connection with the establishment of, or amendments to, any employee benefit plans of VersumXxxxxxx Electronics. (c) To the extent not already approved and effective, Versum Xxxxxxx Electronics shall use commercially reasonable efforts to have approved and made effective, the application for the original listing on the NYSE NASDAQ of the Versum Xxxxxxx Electronics Common Stock Shares to be distributed in the Distribution, subject to official notice of distribution. (d) To the extent not already completed, Versum shall use commercially reasonable efforts to take all necessary actions to effect the issuance of the Versum Securities, and take all other actions to effectuate the transactions contemplated by the Versum Financing Arrangements, pursuant to the terms and conditions of the agreements governing the foregoing. (e) Nothing in this Section 4.3 4.2 shall be deemed to shift or otherwise impose Liability for any portion of the Versum Registration Xxxxxxx Electronics’ Form 10 or Information Statement to Air ProductsXxxxxxx International. (e) Xxxxxxx International Share Owners holding a number of shares of Xxxxxxx International Common Shares, on the Record Date, which would entitle such Share Owners to receive less than one whole share of Xxxxxxx Electronics Common Shares, will receive cash in lieu of fractional shares. Fractional shares of Xxxxxxx Electronics Common Shares will neither be distributed on the Distribution Date nor credited to book-entry accounts. The Distribution Agent shall, as soon as practicable after the Record Date (a) determine the number of whole shares and fractional shares of Xxxxxxx Electronics Common Shares allocable to each holder of record or beneficial owner of Xxxxxxx International Common Shares as of the close of business on the Record Date, (b) aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions, in each case, at then prevailing trading prices on behalf of holders who would otherwise be entitled to fractional share interests, and (c) distribute to each such holder, or for the benefit of each such beneficial owner, such holder or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per share of Xxxxxxx Electronics Common Shares after making appropriate deductions for any amount required to be withheld for Tax purposes and any brokerage fees incurred in connection with these sales of fractional shares. None of Xxxxxxx International, Xxxxxxx Electronics or the Distribution Agent will guarantee any minimum sale price for the fractional shares of Xxxxxxx Electronics Common Shares. Neither Xxxxxxx International nor Xxxxxxx Electronics will pay any interest on the proceeds from the sale of fractional shares. The Distribution Agent acting on behalf of the applicable Party will have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold will be Affiliates of Xxxxxxx International or Xxxxxxx Electronics.

Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Versum Apergy shall file or cause to be filed such amendments and supplements to the Versum Registration Statement Form 10 as Air Products Dover may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Versum Registration Form 10 and Information Statement as may be required by the Commission or federal, state or foreign securities Laws. Air Products Dover shall, or at Air Products’ election, Versum Dover’s election Apergy shall, mail (or deliver by electronic means where not prohibited by Law) to the holders of Air Products Dover Common Stock, at such time on or prior to the Distribution Date as Air Products Dover shall reasonably determine, the Information Statement included in the Versum Registration Statement (or a Notice of Internet Availability, if applicable)Form 10, as well as any other information concerning VersumApergy, its Apergy’s business, operations and management, the transaction contemplated herein Separation and such other matters as Air Products Dover shall reasonably determine are necessary and as may be required by applicable LawLaw (or, in lieu of such mailing, shall mail to such holders a Notice of Internet Availability of Information Statement Materials). Promptly after receiving a request from Air ProductsDover, Versum Apergy shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Air Products Dover determines is necessary or desirable to effectuate the Distribution, and Air Products Dover and Versum Apergy shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Versum Apergy shall use commercially reasonable efforts in preparingalso prepare, filing file with the Commission and causing cause to become effective, as soon as reasonably practicable (but in effective any case prior to the Separation Time), an effective registration statement statements or amendments thereof which are as may be required in connection with to effect the establishment of, or amendments to, any employee benefit and other plans or as otherwise necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of Versumthe Ancillary Agreements, including any transactions related to financings or other credit facilities. (c) To the extent not already approved Promptly after receiving a request from Dover, Apergy shall prepare and effectivefile, Versum and shall use commercially reasonable efforts to have approved and made effective, the an application for the original listing on the NYSE of the Versum Apergy Common Stock to be distributed in the Distribution, subject to official notice of distribution. (d) To the extent not already completed, Versum shall use commercially reasonable efforts to take all necessary actions to effect the issuance of the Versum Securities, and take all other actions to effectuate the transactions contemplated by the Versum Financing Arrangements, pursuant to the terms and conditions of the agreements governing the foregoing. (e) Nothing in this Section 4.3 shall be deemed deemed, by itself, to shift Liability to or otherwise impose create a Liability for Dover for any portion of the Versum Registration Statement to Air ProductsForm 10.

Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Versum Ultra shall file its Form 10 and such amendments and supplements to the Versum Registration Statement its Form 10 as Air Products Delta may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Versum Registration Statement its Form 10 as may be required by the Commission or federal, state or foreign securities Laws. Air Products shall, or at Air Products’ election, Versum shall, Ultra shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Air Products Delta Common Stock, at such time on or prior to the Distribution Date as Air Products Delta shall determine, the Information Statement included in the Versum Registration Statement (or a Notice of Internet Availability, if applicable)its Form 10, as well as any other information concerning VersumUltra, its business, operations and management, the transaction contemplated herein and such other matters as Air Products Delta shall reasonably determine are necessary and as may be required by applicable Law. Promptly after receiving a request from Air ProductsDelta, Versum to the extent requested, Ultra shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Air Products Delta reasonably determines is necessary or desirable to effectuate the Distribution, and Air Products Delta and Versum Ultra shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Versum Ultra shall use commercially reasonable efforts in preparing, filing with the Commission and causing to become effective, as soon as reasonably practicable (but in any case prior to the Separation Effective Time), an effective registration statement or amendments thereof which are required in connection with the establishment of, or amendments to, any employee benefit plans of VersumUltra. (c) To the extent not already approved and effective, Versum Ultra shall use commercially reasonable efforts to have approved and made effective, the application for the original listing on the NYSE of the Versum Ultra Common Stock to be distributed in the Distribution, subject to official notice of distributionissuance. (d) To Delta shall promptly send to each Record Holder a statement concerning information regarding the extent not already completed, Versum shall use commercially reasonable efforts allocation of tax basis between the Delta Common Stock and Ultra Common Stock held by such stockholder or otherwise satisfy any requirement to take all necessary actions to effect the issuance of the Versum Securitiesso send by instead posting such information on its website in accordance with, and take all other actions to effectuate for the transactions contemplated by the Versum Financing Arrangementstime required by, pursuant to the terms and conditions of the agreements governing the foregoingapplicable Law. (e) Nothing in this Section 4.3 shall be deemed to shift or otherwise impose Liability for any portion of the Versum Registration Statement to Air Products.

Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Versum Xxxxxxx shall file such amendments and supplements to the Versum Registration Statement Form 10 as Air Products Dover may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Versum Registration Form 10 and Information Statement as may be required by the Commission or federal, state or foreign securities Laws. Air Products shall, or at Air Products’ election, Versum shall, Dover shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Air Products Dover Common Stock, at such time on or prior to the Distribution Date as Air Products Dover shall determine, the Information Statement included in the Versum Registration Statement (or a Notice of Internet Availability, if applicable)Form 10, as well as any other information concerning VersumXxxxxxx, its Xxxxxxx’ business, operations and management, the transaction contemplated herein Separation and such other matters as Air Products Dover shall reasonably determine are necessary and as may be required by applicable Law. (b) Xxxxxxx shall also prepare, file with the Commission and cause to become effective any registration statements or amendments thereof required to effect the establishment of, or amendments to, any employee benefit and other plans or as otherwise necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements, including any transactions related to financings or other credit facilities. Promptly after receiving a request from Air ProductsDover, Versum Xxxxxxx shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Air Products Dover determines is necessary or desirable to effectuate the Distribution, and Air Products Dover and Versum Xxxxxxx shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Versum shall use commercially reasonable efforts in preparing, filing with the Commission and causing to become effective, as soon as reasonably practicable (but in any case prior to the Separation Time), an effective registration statement or amendments thereof which are required in connection with the establishment of, or amendments to, any employee benefit plans of Versum. (c) To the extent not already approved Promptly after receiving a request from Dover, Xxxxxxx shall prepare and effectivefile, Versum and shall use commercially reasonable efforts to have approved and made effective, the an application for the original listing on the NYSE of the Versum Xxxxxxx Common Stock to be distributed in the Distribution, subject to official notice of distribution. (d) To the extent not already completed, Versum shall use commercially reasonable efforts to take all necessary actions to effect the issuance of the Versum Securities, and take all other actions to effectuate the transactions contemplated by the Versum Financing Arrangements, pursuant to the terms and conditions of the agreements governing the foregoing. (e) Nothing in this Section 4.3 shall be deemed deemed, by itself, to shift or otherwise impose create a Liability of Dover for any portion of the Versum Registration Statement to Air ProductsForm 10.

Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Versum Chemours shall file such amendments and supplements to the Versum Registration Statement its Form 10 as Air Products DuPont may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Versum Registration Statement its Form 10 as may be required by the Commission or federal, state or foreign securities Laws. Air Products DuPont shall, or at Air Products’ DuPont’s election, Versum Chemours shall, mail (or deliver by electronic means where not prohibited by Law) to the holders of Air Products DuPont Common Stock, at such time on or prior to the Distribution Date as Air Products DuPont shall determine, the Information Statement included in the Versum Registration Statement its Form 10 (or a Notice of Internet Availability, if applicableAvailability of the Information Statement), as well as any other information concerning VersumChemours, its business, operations and management, the transaction contemplated herein and such other matters as Air Products DuPont shall reasonably determine are necessary and as may be required by applicable Law. Promptly after receiving a request from Air ProductsDuPont, Versum Chemours shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Air Products DuPont reasonably determines is necessary or desirable to effectuate the Distribution, and Air Products DuPont and Versum Chemours shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Versum Chemours shall use commercially reasonable efforts in preparing, filing with the Commission and causing to become effective, as soon as reasonably practicable (but in any case prior to the Separation Effective Time), an effective registration statement or amendments thereof which are required in connection with the establishment of, or amendments to, any employee benefit plans of VersumChemours. (c) To the extent not already approved and effective, Versum Chemours shall use commercially reasonable efforts to have approved and made effective, the application for the original listing on the NYSE of the Versum Chemours Common Stock to be distributed in the Distribution, subject to official notice of distribution. (d) To the extent not already completed, Versum Chemours shall use its commercially reasonable efforts to take all necessary actions to effect the issuance of the Versum SecuritiesDebt-for-Debt Indebtedness, complete the Debt-for-Debt Exchange, and take all other actions to effectuate the transactions contemplated by the Versum Chemours Financing Arrangements, pursuant to the terms and conditions of the agreements governing the foregoing. (e) Nothing in this Section 4.3 shall be deemed to shift or otherwise impose Liability for any portion of the Versum Registration Chemours’ Form 10 or Information Statement to Air ProductsDuPont.

Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Versum DPS shall file such amendments and supplements to the Versum Registration Statement Form 10 as Air Products CS may request, reasonably request and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Versum Registration Statement Form 10 as may be required by the Commission SEC or federal, state or foreign securities Laws. Air Products shallA member of the Cadbury plc Group, or at Air Products’ electionon behalf of DPS, Versum shall, shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Air Products Common StockCS Ordinary Shares and CS ADRs, at such time on or prior to the applicable Distribution Date as Air Products CS shall determine, the Information Statement included in the Versum Registration Statement (or a Notice of Internet Availability, if applicable)Form 10, as well as any other information concerning VersumDPS, its business, operations and management, the transaction contemplated herein Plan of Separation and such other matters as Air Products CS shall reasonably determine are necessary and as may be required by applicable Law. (b) DPS shall cooperate with CS in preparing, filing with the SEC and causing to become effective a registration statement or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the Plan of Separation or other transactions contemplated by this Agreement and the Ancillary Agreements. Promptly after receiving a request from Air ProductsCS, Versum to the extent requested, DPS shall prepare and, in accordance with applicable Law, file with the Commission SEC any such documentation that Air Products CS determines is necessary or desirable to effectuate the Distribution, and Air Products CS and Versum DPS shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission SEC with respect thereto as soon as practicable. (b) Versum shall use commercially reasonable efforts in preparing, filing with the Commission and causing to become effective, as soon as reasonably practicable (but in any case prior to the Separation Time), an effective registration statement or amendments thereof which are required in connection with the establishment of, or amendments to, any employee benefit plans of Versum. (c) To the extent not already approved DPS shall prepare and effectivefile, Versum and shall use commercially reasonable efforts to have approved and made effective, the an application for the original listing on the NYSE of the Versum DPS Common Stock to be distributed in the DistributionDistribution on the NYSE, subject to official notice of distribution. (d) To the extent not already completed, Versum shall use commercially reasonable efforts to take all necessary actions to effect the issuance of the Versum Securities, and take all other actions to effectuate the transactions contemplated by the Versum Financing Arrangements, pursuant to the terms and conditions of the agreements governing the foregoing. (e) Nothing in this Section 4.3 shall be deemed to shift or otherwise impose Liability for any portion of the Versum Registration Statement to Air Products.

Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Versum Mastech shall file such amendments and supplements to the Versum Registration Statement Form 10 as Air Products iGATE may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Versum Registration Form 10 and Information Statement as may be required by the Commission or federal, state or foreign securities Laws. Air Products shall, or at Air Products’ election, Versum shall, iGATE shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Air Products iGATE Common Stock, at such time on or prior to the Distribution Date as Air Products iGATE shall determine, the Information Statement included in the Versum Registration Statement (or a Notice of Internet Availability, if applicable)Form 10, as well as any other information concerning VersumMastech, its Mastech’s business, operations and management, the transaction contemplated herein Separation and such other matters as Air Products iGATE shall reasonably determine are necessary and as may be required by applicable Law. (b) Mastech shall also prepare, file with the Commission and cause to become effective any registration statements or amendments thereof required to effect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements, including any transactions related to financings or other credit facilities. Promptly after receiving a request from Air ProductsiGATE, Versum Mastech shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Air Products iGATE determines is necessary or desirable to effectuate the Distribution, and Air Products iGATE and Versum Mastech shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Versum shall use commercially reasonable efforts in preparing, filing with the Commission and causing to become effective, as soon as reasonably practicable (but in any case prior to the Separation Time), an effective registration statement or amendments thereof which are required in connection with the establishment of, or amendments to, any employee benefit plans of Versum. (c) To the extent not already approved Promptly after receiving a request from iGATE, Mastech shall prepare and effectivefile, Versum and shall use commercially reasonable efforts to have approved and made effective, the an application for the original listing on the NYSE AMEX of the Versum Mastech Common Stock to be distributed in the Distribution, subject to official notice of distribution. (d) To the extent not already completed, Versum shall use commercially reasonable efforts to take all necessary actions to effect the issuance of the Versum Securities, and take all other actions to effectuate the transactions contemplated by the Versum Financing Arrangements, pursuant to the terms and conditions of the agreements governing the foregoing. (e) Nothing in this Section 4.3 3.3 shall be deemed deemed, by itself, to shift or otherwise impose create a Liability of iGATE for any portion of the Versum Registration Statement to Air ProductsForm 10.

Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Versum Vontier shall file such amendments and supplements to the Versum Registration Statement Form 10 as Air Products Fortive may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Versum Registration Statement Form 10 as may be required by the Commission or federal, state or foreign securities Laws. Air Products Fortive shall, or at Air Products’ Fortive’s election, Versum Vontier shall, mail (or deliver by electronic means where not prohibited by Law) to the holders of Air Products Fortive Common Stock, at such time on or prior to the Distribution Date as Air Products Fortive shall determine, the Information Statement included in the Versum Registration Statement (or a Notice of Internet Availability, if applicableAvailability of the Information Statement), as well as any other information concerning Versum, its business, operations and management, the transaction contemplated herein and such other matters as Air Products shall determine are necessary and as may be required by applicable Law. Promptly after receiving a request from Air ProductsFortive, Versum Vontier shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Air Products Fortive reasonably determines is necessary or desirable to effectuate the Distribution, and Air Products Fortive and Versum Vontier shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Versum Vontier shall use commercially reasonable efforts in preparing, filing with the Commission and causing to become effective, as soon as reasonably practicable (but in any case on or prior to the Separation TimeDistribution Date), an effective a registration statement or amendments thereof which are required in connection with the establishment of, or amendments to, any employee benefit plans of VersumVontier. (c) To the extent not already approved and effective, Versum Vontier shall use commercially reasonable efforts to have approved and made effective, the application for the original listing on the NYSE of the Versum Vontier Common Stock to be distributed in the Distribution, the Vontier Common Stock to be retained by Fortive, and the shares of Vontier Common Stock to be reserved for issuance pursuant to any director or employee benefit plan or arrangement on the NYSE, subject to official notice of distribution. (d) To the extent not already completed, Versum Vontier shall use its commercially reasonable efforts to take all necessary actions to effect the issuance of the Versum Securities, and take all other actions to effectuate the transactions contemplated by the Versum Vontier Financing Arrangements, pursuant to the terms and conditions of the agreements governing the foregoing. (e) Nothing in this Section 4.3 3.3 shall be deemed to shift or otherwise impose Liability for any portion of the Versum Registration Vontier’s Form 10 or Information Statement to Air ProductsFortive.

Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Versum SpinCo shall file such amendments and supplements to the Versum Registration Statement its Form 10 as Air Products Parent may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Versum Registration Statement its Form 10 as may be required by the Commission or federal, state or foreign securities Laws. Air Products Parent shall, or at Air Products’ Parent’s election, Versum SpinCo shall, mail (or deliver by electronic means where not prohibited by Law) to the holders of Air Products Parent Common Stock, at such time on or prior to the Distribution Date as Air Products Parent shall determine, the Information Statement included in the Versum Registration Statement its Form 10 (or a Notice of Internet Availability, if applicableAvailability of the Information Statement), as well as any other information concerning VersumSpinCo, its business, operations and management, the transaction contemplated herein and such other matters as Air Products Parent shall reasonably determine are necessary and as may be required by applicable Law. Promptly after receiving a request from Air ProductsParent, Versum SpinCo shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Air Products Parent reasonably determines is necessary or desirable to effectuate the Distribution, and Air Products Parent and Versum SpinCo shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Versum SpinCo shall use commercially reasonable efforts in preparing, filing with the Commission and causing to become effective, as soon as reasonably practicable (but in any case prior to the Separation Effective Time), an effective registration statement or amendments thereof which are required in connection with the establishment of, or amendments to, any employee benefit plans of VersumSpinCo. (c) To the extent not already approved and effective, Versum SpinCo shall use commercially reasonable efforts to have approved and made effective, the application for the original listing on the NYSE of the Versum SpinCo Common Stock to be distributed in the Distribution, subject to official notice of distribution. (d) To the extent not already completed, Versum SpinCo shall use its commercially reasonable efforts to take all necessary actions to effect the issuance of the Versum Securities, and take all other actions to effectuate the transactions contemplated by the Versum SpinCo Financing Arrangements, pursuant to the terms and conditions of the agreements governing the foregoing. (e) Nothing in this Section 4.3 shall be deemed to shift or otherwise impose Liability for any portion of the Versum Registration SpinCo’s Form 10 or Information Statement to Air ProductsParent.

Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Versum Fortive shall file such amendments and supplements to the Versum Registration Statement its Form 10 as Air Products Xxxxxxx may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Versum Registration Statement its Form 10 as may be required by the Commission or federal, state or foreign securities Laws. Air Products Xxxxxxx shall, or at Air Products’ Xxxxxxx’x election, Versum Fortive shall, mail (or deliver by electronic means where not prohibited by Law) to the holders of Air Products Xxxxxxx Common Stock, at such time on or prior to the Distribution Date as Air Products Xxxxxxx shall determine, the Information Statement included in the Versum Registration Statement its Form 10 (or a Notice of Internet Availability, if applicableAvailability of the Information Statement), as well as any other information concerning VersumFortive, its business, operations and management, the transaction contemplated herein and such other matters as Air Products Xxxxxxx shall reasonably determine are necessary and as may be required by applicable Law. Promptly after receiving a request from Air ProductsXxxxxxx, Versum Fortive shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Air Products Xxxxxxx reasonably determines is necessary or desirable to effectuate the Distribution, and Air Products Xxxxxxx and Versum Fortive shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Versum Fortive shall use commercially reasonable efforts in preparing, filing with the Commission and causing to become effective, as soon as reasonably practicable (but in any case prior to the Separation Effective Time), an effective registration statement or amendments thereof which are required in connection with the establishment of, or amendments to, any employee benefit plans of VersumFortive. (c) To the extent not already approved and effective, Versum Fortive shall use commercially reasonable efforts to have approved and made effective, the application for the original listing on the NYSE of the Versum Fortive Common Stock to be distributed in the Distribution, subject to official notice of distribution. (d) To the extent not already completed, Versum Fortive shall use its commercially reasonable efforts to take all necessary actions to effect the issuance of the Versum Securities, and take all other actions to effectuate the transactions contemplated by the Versum Fortive Financing Arrangements, pursuant to the terms and conditions of the agreements governing the foregoing. (e) Nothing in this Section 4.3 shall be deemed to shift or otherwise impose Liability for any portion of the Versum Registration Fortive’s Form 10 or Information Statement to Air ProductsXxxxxxx.

Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Versum Allegion shall file such amendments and supplements to the Versum Registration Statement its Form 10 as Air Products IR may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Versum Registration Statement its Form 10 as may be required by the Commission or federal, state or foreign securities Laws. Air Products shall, or at Air Products’ election, Versum shall, Allegion shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Air Products Common StockIR Ordinary Shares, at such time on or prior to the Distribution Date as Air Products IR shall determine, the Information Statement included in the Versum Registration Statement its Form 10 (or a Notice of Internet Availability, if applicableAvailability of the Information Statement), as well as any other information concerning VersumAllegion, its business, operations and management, the transaction contemplated herein and such other matters as Air Products IR shall reasonably determine are necessary and as may be required by applicable Law. Promptly after receiving a request from Air ProductsIR, Versum Allegion shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Air Products IR reasonably determines is necessary or desirable to effectuate the Distribution, and Air Products IR and Versum Allegion shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Versum Allegion shall use commercially reasonable efforts in preparing, filing with the Commission and causing to become effective, as soon as reasonably practicable (but in any case prior to the Separation Effective Time), an effective registration statement or amendments thereof which are required in connection with the establishment of, or amendments to, any employee benefit plans of Versum.Allegion (c) To the extent not already approved and effective, Versum Allegion shall use commercially reasonable efforts to have approved and made effective, the application for the original listing on the NYSE of the Versum Common Stock Allegion Ordinary Shares to be distributed in the Distribution, subject to official notice of distribution. (d) To the extent not already completed, Versum shall use commercially reasonable efforts to take all necessary actions to effect the issuance of the Versum Securities, and take all other actions to effectuate the transactions contemplated by the Versum Financing Arrangements, pursuant to the terms and conditions of the agreements governing the foregoing. (e) Nothing in this Section 4.3 4.2 shall be deemed to shift or otherwise impose Liability for any portion of the Versum Registration Allegion’s Form 10 or Information Statement to Air ProductsIR. (e) IR stockholders holding a number of shares of IR Ordinary Shares, on the Record Date, which would entitle such stockholders to receive less than one whole share of Allegion Ordinary Shares, will receive cash in lieu of fractional shares. Fractional shares of Allegion Ordinary Shares will neither be distributed on the Distribution Date nor credited to book-entry accounts. The Distribution Agent shall, as soon as practicable after the Record Date (a) determine the number of whole shares and fractional shares of Allegion Ordinary Shares allocable to each holder of record or beneficial owner of IR Ordinary Shares as of the close of business on the Record Date, (b) aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions, in each case, at then prevailing trading prices on behalf of holders who would otherwise be entitled to fractional share interests, and (c) distribute to each such holder, or for the benefit of each such beneficial owner, such holder or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per share of Allegion Ordinary Shares after making appropriate deductions for any amount required to be withheld for Tax purposes and any brokerage fees incurred in connection with these sales of fractional shares. None of IR, Allegion or the Distribution Agent will guarantee any minimum sale price for the fractional shares of Allegion Ordinary Shares. Neither IR nor Allegion will pay any interest on the proceeds from the sale of fractional shares. The Distribution Agent acting on behalf of the applicable Party will have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold will be Affiliates of IR or Allegion.

Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Versum Allegion shall file such amendments and supplements to the Versum Registration Statement its Form 10 as Air Products IR may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Versum Registration Statement its Form 10 as may be required by the Commission or federal, state or foreign securities Laws. Air Products shall, or at Air Products’ election, Versum shall, Allegion shall mail (or deliver by electronic means where not prohibited by Law) to the holders of Air Products Common StockIR Ordinary Shares, at such time on or prior to the Distribution Date as Air Products IR shall determine, the 22 Information Statement included in the Versum Registration Statement its Form 10 (or a Notice of Internet Availability, if applicableAvailability of the Information Statement), as well as any other information concerning VersumAllegion, its business, operations and management, the transaction contemplated herein and such other matters as Air Products IR shall reasonably determine are necessary and as may be required by applicable Law. Promptly after receiving a request from Air ProductsIR, Versum Allegion shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Air Products IR reasonably determines is necessary or desirable to effectuate the Distribution, and Air Products IR and Versum Allegion shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Versum Allegion shall use commercially reasonable efforts in preparing, filing with the Commission and causing to become effective, as soon as reasonably practicable (but in any case prior to the Separation Effective Time), an effective registration statement or amendments thereof which are required in connection with the establishment of, or amendments to, any employee benefit plans of Versum.Allegion (c) To the extent not already approved and effective, Versum Allegion shall use commercially reasonable efforts to have approved and made effective, the application for the original listing on the NYSE of the Versum Common Stock Allegion Ordinary Shares to be distributed in the Distribution, subject to official notice of distribution. (d) To the extent not already completed, Versum shall use commercially reasonable efforts to take all necessary actions to effect the issuance of the Versum Securities, and take all other actions to effectuate the transactions contemplated by the Versum Financing Arrangements, pursuant to the terms and conditions of the agreements governing the foregoing. (e) Nothing in this Section 4.3 4.2 shall be deemed to shift or otherwise impose Liability for any portion of the Versum Registration Allegion’s Form 10 or Information Statement to Air ProductsIR. (e) IR stockholders holding a number of shares of IR Ordinary Shares, on the Record Date, which would entitle such stockholders to receive less than one whole share of Allegion Ordinary Shares, will receive cash in lieu of fractional shares. Fractional shares of Allegion Ordinary Shares will neither be distributed on the Distribution Date nor credited to book-entry accounts. The Distribution Agent shall, as soon as practicable after the Record Date (a) determine the number of whole shares and fractional shares of Allegion Ordinary Shares allocable to each holder of record or beneficial owner of IR Ordinary Shares as of the close of business on the Record Date, (b) aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions, in each case, at then prevailing trading prices on behalf of holders who would otherwise be entitled to fractional share interests, and (c) distribute to each such holder, or for the benefit of each such beneficial owner, such holder or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per share of Allegion Ordinary Shares after making appropriate deductions for any amount required to be withheld for Tax purposes and any brokerage fees incurred in connection with these sales of fractional shares. None of IR, Allegion or the Distribution Agent will guarantee any minimum sale price for the fractional shares of Allegion Ordinary Shares. Neither IR nor Allegion will pay any interest on the proceeds from the sale of fractional shares. The Distribution Agent acting on behalf of the applicable Party will have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold will be Affiliates of IR or Allegion.

Actions in Connection with the Distribution. (a) Prior to the Distribution Date, Versum shall file such amendments and supplements to the Versum Registration Statement as Air Products may request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Versum Registration Statement as may be required by the Commission or federal, state or foreign securities Laws. Air Products shall, or at Air Products’ election, Versum shall, mail (or deliver by electronic means where not prohibited by Law) to the holders of Air Products Common Stock, at such time on or prior to the Distribution Date as Air Products shall determine, the Information Statement included in the Versum Registration Statement (or a Notice of Internet Availability, if applicable), as well as any other information concerning Versum, its business, operations and management, the transaction contemplated herein and such other matters as Air Products shall determine are necessary and as may be required by applicable Law. Promptly after receiving a request from Air Products, Versum shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Air Products determines is necessary or desirable to effectuate the Distribution, and Air Products and Versum shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) Versum shall use commercially reasonable efforts in preparing, filing with the Commission and causing to become effective, as soon as reasonably practicable (but in any case prior to the Separation Time), an effective registration statement or amendments thereof which are required in connection with the establishment of, or amendments to, any employee benefit plans of Versum. (c) To the extent not already approved and effective, Versum shall use commercially reasonable efforts to have approved and made effective, the application for the original listing on the NYSE of the Versum Common Stock to be distributed in the Distribution, subject to official notice of distribution. (d) To the extent not already completed, Versum shall use commercially reasonable efforts to take all necessary actions to effect the issuance of the Versum Securities, and take all other actions to effectuate the transactions contemplated by the Versum Financing Arrangements, pursuant to the terms and conditions of the agreements governing the foregoing. (e) Nothing in this Section 4.3 shall be deemed to shift or otherwise impose Liability for any portion of the Versum Registration Statement to Air Products.