Common use of Certain Shareholder Matters Clause in Contracts

Certain Shareholder Matters. (a) Subject to Section 2.03 hereof, on the Distribution Date, Altria will deliver to a distribution agent to be appointed by Altria (the “Distribution Agent”) for the benefit of holders of record of Altria Common Stock on the Record Date, one or more stock certificates, endorsed by Altria in blank, representing all of the outstanding shares of PMI Common Stock owned by Altria, and Altria will instruct the Distribution Agent to deliver to the PMI Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of Altria Common Stock entitled to receive shares of PMI Common Stock in connection with the Distribution. Altria will cause its transfer agent to instruct the Distribution Agent to distribute on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of PMI Common Stock to each such holder or designated transferee(s) of such holder and to credit the appropriate number of such shares to book entry accounts for each such holder or designated transferee. For shareholders who hold Altria Common Stock through a broker or other nominee, their shares of PMI Common Stock will be credited to their respective accounts by such broker or nominee. Altria will cooperate, and will instruct the Distribution Agent to cooperate, with PMI and the PMI Transfer Agent, and PMI will cooperate, and will instruct the PMI Transfer Agent to cooperate, with Altria and the Distribution Agent, in connection with all aspects of the Distribution and all other matters relating to the issuance and delivery of certificates representing, or other evidence of ownership of, the shares of PMI Common Stock to be distributed to the holders of Altria Common Stock in connection with the Distribution.

Appears in 2 contracts

Samples: Distribution Agreement (Altria Group, Inc.), Distribution Agreement (Philip Morris International Inc.)

AutoNDA by SimpleDocs

Certain Shareholder Matters. (a) Subject to Section 2.03 hereof, on On the Distribution Closing Date, Altria Atlas will deliver to a distribution agent to be appointed by Altria Atlas, which may or may not be the AHD Transfer Agent (the “AHD Distribution Agent”) ), for the benefit of holders of record of Altria Atlas Common Stock on as of the Record DateTime, one all of the outstanding AHD Common Units (including the New AHD Common Units) to be distributed in the AHD Distribution (including, in the event that all or more stock a portion of such AHD Common Units are represented by certificates, such certificates, endorsed by Altria Atlas in blank, representing all of the outstanding shares of PMI Common Stock owned by Altria), and Altria Atlas will instruct the AHD Distribution Agent to deliver to the PMI AHD Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of Altria Atlas Common Stock entitled to receive shares of PMI AHD Common Stock Units in connection with the AHD Distribution. Altria Atlas will cause its transfer agent to instruct the AHD Distribution Agent to distribute on the Distribution Closing Date or as soon as reasonably practicable thereafter the appropriate number of shares of PMI AHD Common Stock Units to each such holder or designated transferee(s) of such holder and to credit the appropriate number of such shares AHD Common Units to book entry accounts for each such holder or designated transferee. For shareholders stockholders who hold Altria Atlas Common Stock through a broker or other nominee, their shares of PMI Common Stock such broker or nominee will be credited instructed to credit their AHD Common Units to their respective accounts by such broker or nomineeaccounts. Altria Atlas will cooperate, and will instruct the AHD Distribution Agent to cooperate, with PMI AHD and the PMI AHD Transfer Agent, and PMI AHD will cooperate, and will instruct the PMI AHD Transfer Agent to cooperate, with Altria Atlas and the AHD Distribution Agent, in connection with all aspects of the AHD Distribution and all other matters relating to the issuance and delivery of certificates representing, or other evidence of ownership of, the shares of PMI AHD Common Stock Units to be distributed to the holders of Altria Atlas Common Stock in connection with the AHD Distribution.

Appears in 2 contracts

Samples: Transaction Agreement (Atlas Pipeline Holdings, L.P.), Transaction Agreement (Atlas Energy, Inc.)

AutoNDA by SimpleDocs

Certain Shareholder Matters. (a) Subject to Section 2.03 hereof, on the Distribution Date, Altria will deliver to a distribution agent to be appointed by Altria (the “Distribution Agent”) for the benefit of holders of record of Altria Common Stock on the Record Date, one or more stock certificates, endorsed by Altria in blank, representing all of the outstanding shares of PMI Class A Common Stock then owned by Altria, and Altria will instruct the Distribution Agent to deliver to the PMI Kraft Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of Altria Common Stock entitled to receive shares of PMI Class A Common Stock in connection with the Distribution. Altria will cause its transfer agent to instruct the Distribution Agent to distribute on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of PMI Class A Common Stock to each such holder or designated transferee(s) of such holder and to credit the appropriate number of such shares to book entry accounts for each such holder or designated transferee. For shareholders who hold Altria Common Stock through a broker or other nominee, their shares of PMI Class A Common Stock will be credited to their respective accounts by such broker or nominee. Altria will cooperate, and will instruct the Distribution Agent to cooperate, with PMI Kraft and the PMI Kraft Transfer Agent, and PMI Kraft will cooperate, and will instruct the PMI Kraft Transfer Agent to cooperate, with Altria and the Distribution Agent, in connection with all aspects of the Distribution and all other matters relating to the issuance and delivery of certificates representing, or other evidence of ownership of, the shares of PMI Class A Common Stock to be distributed to the holders of Altria Common Stock in connection with the Distribution.

Appears in 2 contracts

Samples: Distribution Agreement (Kraft Foods Inc), Distribution Agreement (Altria Group, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.