Common use of Certain Shareholder Matters Clause in Contracts

Certain Shareholder Matters. (a) Subject to Section 3.3 and Section 3.4(c) hereof, on or prior to the Distribution Date, Manitowoc ParentCo will deliver to a distribution agent to be appointed by Manitowoc ParentCo (the “Distribution Agent”) for the benefit of holders of record of Manitowoc ParentCo Common Stock on the Record Date, a single stock certificate, endorsed by Manitowoc ParentCo in blank, representing all of the outstanding shares of SpinCo Common Stock then owned by Manitowoc ParentCo, and Manitowoc ParentCo will instruct the Distribution Agent to deliver to the SpinCo Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of Manitowoc ParentCo Common Stock entitled to receive shares of SpinCo Common Stock in connection with the Distribution. Manitowoc ParentCo will cause its transfer agent to instruct the Distribution Agent to distribute electronically on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of SpinCo Common Stock to each such holder or designated transferee(s) of such holder by way of direct registration in book-entry form. SpinCo will not issue paper stock certificates. Manitowoc ParentCo will cooperate, and will instruct the Distribution Agent to cooperate, with SpinCo and the SpinCo Transfer Agent, and SpinCo will cooperate, and will instruct the SpinCo Transfer Agent to cooperate, with Manitowoc ParentCo and the Distribution Agent, in connection with all aspects of the Distribution and all other matters relating to the issuance of the shares of SpinCo Common Stock to be distributed to the holders of Manitowoc ParentCo Common Stock in connection with the Distribution. (b) Subject to Section 3.3, each holder of Manitowoc ParentCo Common Stock on the Record Date (or such holder’s designated transferee(s)) will be entitled to receive in the Distribution a number of whole shares of SpinCo Common Stock as determined according to the Distribution Ratio. No fractional shares will be distributed in connection with the Distribution. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution. The SpinCo Transfer Agent will, as soon as practicable after the Distribution Date, (i) determine the number of whole shares and fractional shares of SpinCo Common Stock allocable to each holder of record or beneficial owner of Manitowoc ParentCo Common Stock as of the close of business on the Record Date, (ii) aggregate all fractional shares into whole shares and sell such whole shares in the open market at prevailing market prices on behalf of holders of Manitowoc ParentCo Common Stock who would otherwise be entitled to receive fractional shares in the Distribution and (iii) distribute the aggregate cash proceeds from the sale, net of brokerage fees and other costs, pro rata (reduced by any required Tax withholding) to each such holder of Manitowoc ParentCo Common Stock who would otherwise be entitled to receive a fractional share in the Distribution. Neither Manitowoc ParentCo, SpinCo nor the SpinCo Transfer Agent will be required to guarantee any minimum sale price for the fractional shares of SpinCo Common Stock. Neither Manitowoc ParentCo nor SpinCo will be required to pay any interest on the proceeds from the sale of fractional shares.

Certain Shareholder Matters. (a) Subject to Section 3.3 and Section 3.4(c) 2.03 hereof, on or prior to the Distribution Date, Manitowoc ParentCo Altria will deliver to a distribution agent to be appointed by Manitowoc ParentCo Altria (the “Distribution Agent”) for the benefit of holders of record of Manitowoc ParentCo Altria Common Stock on the Record Date, a single one or more stock certificatecertificates, endorsed by Manitowoc ParentCo Altria in blank, representing all of the outstanding shares of SpinCo PMI Common Stock then owned by Manitowoc ParentCoAltria, and Manitowoc ParentCo Altria will instruct the Distribution Agent to deliver to the SpinCo PMI Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of Manitowoc ParentCo Altria Common Stock entitled to receive shares of SpinCo PMI Common Stock in connection with the Distribution. Manitowoc ParentCo Altria will cause its transfer agent to instruct the Distribution Agent to distribute electronically on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of SpinCo 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 way of direct registration in book-entry formsuch broker or nominee. SpinCo will not issue paper stock certificates. Manitowoc ParentCo Altria will cooperate, and will instruct the Distribution Agent to cooperate, with SpinCo PMI and the SpinCo PMI Transfer Agent, and SpinCo PMI will cooperate, and will instruct the SpinCo PMI Transfer Agent to cooperate, with Manitowoc ParentCo 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 SpinCo PMI Common Stock to be distributed to the holders of Manitowoc ParentCo Altria Common Stock in connection with the Distribution. (b) Subject to Section 3.32.03 hereof, each holder of Manitowoc ParentCo Altria Common Stock on the Record Date (or such holder’s designated transferee(s)) will be entitled to receive in the Distribution a one share of PMI Common Stock for each share of Altria Common Stock held by such holder on the Record Date (the “Distribution Ratio”). Within two Business Days after the Record Date, Altria will inform PMI of the number of whole shares of SpinCo Altria Common Stock as determined according outstanding on the Record Date and, within one Business Day after receipt of such information, PMI will declare and pay to Altria a stock dividend consisting of the number of shares of PMI Common Stock equal to such number of shares of Altria Common Stock outstanding on the Record Date minus 150 (which is the number of shares of PMI Common Stock to be outstanding on the Record Date, all of which will be held by Altria) in order that the Distribution Ratio. No fractional shares will Ratio be distributed in connection with the Distributionone-for-one. (c) No fractional shares Until such PMI Common Stock is duly transferred in accordance with applicable Law, PMI will be distributed or credited regard the Persons entitled to book-entry accounts receive such PMI Common Stock as record holders of PMI Common Stock in connection accordance with the Distribution. The SpinCo Transfer Agent will, as soon as practicable after terms of the Distribution Datewithout requiring any action on the part of such Persons. PMI agrees that, subject to any transfers of such stock, (i) determine the number of whole shares and fractional shares of SpinCo Common Stock allocable to each such holder of record or beneficial owner of Manitowoc ParentCo Common Stock as of the close of business on the Record Date, (ii) aggregate all fractional shares into whole shares and sell such whole shares in the open market at prevailing market prices on behalf of holders of Manitowoc ParentCo Common Stock who would otherwise will be entitled to receive fractional all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the shares in the Distribution of PMI Common Stock then held by such holder, and (iiiii) distribute the aggregate cash proceeds from the sale, net of brokerage fees and other costs, pro rata (reduced by any required Tax withholding) to each such holder will be entitled, without any action on the part of Manitowoc ParentCo such holder, to receive one or more certificates representing, or other evidence of ownership of, the shares of PMI Common Stock who would otherwise be entitled to receive a fractional share in the Distribution. Neither Manitowoc ParentCo, SpinCo nor the SpinCo Transfer Agent will be required to guarantee any minimum sale price for the fractional shares of SpinCo Common Stock. Neither Manitowoc ParentCo nor SpinCo will be required to pay any interest on the proceeds from the sale of fractional sharesthen held by such holder.

Certain Shareholder Matters. (a) Subject to Section 3.3 and Section 3.4(c) 2.03 hereof, on or prior to the Distribution Date, Manitowoc ParentCo Altria will deliver to a distribution agent to be appointed by Manitowoc ParentCo Altria (the “Distribution Agent”) for the benefit of holders of record of Manitowoc ParentCo Altria Common Stock on the Record Date, a single one or more stock certificatecertificates, endorsed by Manitowoc ParentCo Altria in blank, representing all of the outstanding shares of SpinCo Class A Common Stock then owned by Manitowoc ParentCoAltria, and Manitowoc ParentCo Altria will instruct the Distribution Agent to deliver to the SpinCo Kraft Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of Manitowoc ParentCo Altria Common Stock entitled to receive shares of SpinCo Class A Common Stock in connection with the Distribution. Manitowoc ParentCo Altria will cause its transfer agent to instruct the Distribution Agent to distribute electronically on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of SpinCo 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 Class A Common Stock will be credited to their respective accounts by way of direct registration in book-entry formsuch broker or nominee. SpinCo will not issue paper stock certificates. Manitowoc ParentCo Altria will cooperate, and will instruct the Distribution Agent to cooperate, with SpinCo Kraft and the SpinCo Kraft Transfer Agent, and SpinCo Kraft will cooperate, and will instruct the SpinCo Kraft Transfer Agent to cooperate, with Manitowoc ParentCo 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 SpinCo Class A Common Stock to be distributed to the holders of Manitowoc ParentCo Altria Common Stock in connection with the Distribution. (b) Subject to Section 3.32.03 hereof, each holder of Manitowoc ParentCo Altria Common Stock on the Record Date (or such holder’s designated transferee(s)) will be entitled to receive in the Distribution a number of whole shares of SpinCo Class A Common Stock as determined according equal to the number of shares of Altria Common Stock held by such holder on the Record Date, multiplied by a fraction, (i) the numerator of which is the sum of the number of shares of Class A Common Stock and the number of shares of Class B Common Stock owned by Altria or any other member of the Altria Group on the Record Date, and (ii) the denominator of which is the number of shares of Altria Common Stock outstanding on the Record Date (the “Distribution Ratio. No fractional shares will be distributed in connection with the Distribution”). (c) Until such Class A Common Stock is duly transferred in accordance with applicable law, Kraft will regard the Persons entitled to receive such Class A Common Stock as record holders of Class A Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Kraft agrees that, subject to any transfers of such stock, (i) each such holder will be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the shares of Class A Common Stock then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive one or more certificates representing, or other evidence of ownership of, the shares of Class A Common Stock then held by such holder. (d) No certificates representing fractional shares of Class A Common Stock will be distributed or credited to book-entry accounts in connection with the Distribution. The SpinCo Transfer Agent willInstead, as soon as practicable after on the Distribution Date, Altria shall direct the Distribution Agent (i) determine to determine, based on the number Distribution Ratio, the amount of whole shares and the fractional shares share of SpinCo Class A Common Stock allocable to each holder of record or beneficial owner of Manitowoc ParentCo Altria Common Stock as of the close of business on the Record Date, (ii) and to aggregate all such fractional shares into whole shares and shares; (ii) to sell such the resulting number of whole shares in the open market transactions or otherwise, at the then prevailing market prices on behalf of holders of Manitowoc ParentCo Common Stock who would otherwise be entitled to receive fractional shares in the Distribution trading prices, and (iii) distribute the aggregate cash proceeds from the sale, net of brokerage fees and other costs, pro rata (reduced by any required Tax withholding) to cause to be distributed to each such holder or the benefit of Manitowoc ParentCo Common Stock who would otherwise be entitled each such beneficial owner to receive which a fractional share in shall be allocable such holder’s or owner’s ratable share of the Distribution. Neither Manitowoc ParentCoproceeds of such sale, SpinCo nor the SpinCo Transfer Agent will be after making appropriate deduction for any amount required to guarantee be withheld for United States federal income tax purposes. Altria shall pay all expenses reasonably incurred by the Distribution Agent, including all brokerage charges, commissions and transfer taxes, in connection with such sale. The Distribution Agent shall use its reasonable commercial efforts to aggregate the shares of Class A Common Stock that may be held by any minimum sale price for beneficial owner thereof through more than one account in determining the fractional shares of SpinCo Common Stock. Neither Manitowoc ParentCo nor SpinCo will be required share allocable to pay any interest on the proceeds from the sale of fractional sharessuch beneficial owner.

Certain Shareholder Matters. (a) Subject If WHE GEN elects to Section 3.3 and Section 3.4(c) hereoffile a Registration Statement for the Distribution Shares, on or prior to the Distribution Date, Manitowoc ParentCo will Cyclone shall deliver to a distribution agent to be appointed by Manitowoc ParentCo (the “Distribution Agent”) , as applicable, for the benefit of holders of record of Manitowoc ParentCo Common Stock the Cyclone Shareholders on the Record Date, a single the stock certificatecertificates, endorsed by Manitowoc ParentCo Cyclone in blank, representing all of the outstanding shares Distribution Shares of SpinCo WHE GEN Common Stock then owned by Manitowoc ParentCoCyclone, and Manitowoc ParentCo will Cyclone shall instruct the Distribution Agent to deliver to the SpinCo WHE GEN Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of Manitowoc ParentCo Common Stock Cyclone Shareholders entitled to receive shares of SpinCo WHE GEN Common Stock in connection with the Distribution. Manitowoc ParentCo will cause its transfer agent to Cyclone shall instruct the Distribution Agent to distribute electronically on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of SpinCo WHE GEN Common Stock to each such holder or designated transferee(s) of such holder by way of direct registration in book-entry form, or in accordance with the practices and procedures of the Depository Trust Company, as appropriate. SpinCo will not issue paper stock certificates. Manitowoc ParentCo will Cyclone shall cooperate, and will shall instruct the Distribution Agent to cooperate, with SpinCo WHE GEN and the SpinCo WHE GEN Transfer Agent, and SpinCo will WHE GEN shall cooperate, and will shall instruct the SpinCo WHE GEN Transfer Agent to cooperate, with Manitowoc ParentCo Cyclone and the Distribution Agent, in connection with all aspects of the Distribution and all other matters relating to the issuance of the shares of SpinCo WHE GEN Common Stock to be distributed to the holders of Manitowoc ParentCo Common Stock Cyclone Shareholders in connection with the Distribution. (b) Subject If WHE GEN elects to Section 3.3file a Registration Statement for the Distribution Shares, each holder of Manitowoc ParentCo Common Stock Cyclone Shareholder on the Record Date (or such holder’s 's designated transferee(s)) will be entitled to receive in the Distribution a number of whole shares of SpinCo WHE GEN Common Stock as at a rate determined according to by dividing the total issued and outstanding Cyclone Common Stock on a fully-diluted basis by the number of Distribution Ratio. No fractional shares will be distributed in connection with the DistributionShares of WHE GEN Common Stock at such time held and owned by Cyclone. (c) No If WHE GEN elects to file a Registration Statement for the Distribution Shares, no fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution. The SpinCo Transfer Agent will. (d) If WHE GEN elects to file a Registration Statement for the Distribution Shares, as soon as practicable after the Record Date and until such time that the WHE GEN Common Stock is duly transferred in accordance with applicable law, WHE GEN will regard the Persons entitled to receive such WHE GEN Common Stock as record holders of WHE GEN Common Stock in accordance with the terms of the Distribution Datewithout requiring any action on the part of such Persons. If WHE GEN elects to file a Registration Statement for the Distribution Shares, WHE GEN agrees that, subject to any transfers of such stock, (i) determine the number of whole shares and fractional shares of SpinCo Common Stock allocable to each such holder of record or beneficial owner of Manitowoc ParentCo Common Stock as of the close of business on the Record Date, (ii) aggregate all fractional shares into whole shares and sell such whole shares in the open market at prevailing market prices on behalf of holders of Manitowoc ParentCo Common Stock who would otherwise will be entitled to receive fractional all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the shares in the Distribution of WHE GEN Common Stock then held by such holder, and (iiiii) distribute the aggregate cash proceeds from the sale, net of brokerage fees and other costs, pro rata (reduced by any required Tax withholding) to each such holder will be entitled, without any action on the part of Manitowoc ParentCo such holder, to receive evidence of ownership of the shares of WHE GEN Common Stock who would otherwise be entitled then held by such holder. For avoidance of doubt and notwithstanding anything to receive a fractional share in the Distribution. Neither Manitowoc ParentCocontrary, SpinCo nor WHE GEN is under no obligation to file the SpinCo Transfer Agent will be required to guarantee any minimum sale price Registration Statement for the fractional shares of SpinCo Common Stock. Neither Manitowoc ParentCo nor SpinCo will be required Distribution Shares, or any registration statement, and in its discretion, may choose to pay any interest on the proceeds from the sale of fractional sharesnot file, or to pursue a different path to a going-public transaction, such as a reverse merger into another public entity.

Certain Shareholder Matters. (a) Subject to Section 3.3 and Section 3.4(c) hereof, on or prior to On the Distribution Closing Date, Manitowoc ParentCo Atlas will deliver to a distribution agent to be appointed by Manitowoc ParentCo Atlas, which may or may not be the AHD Transfer Agent (the “AHD Distribution Agent”) ), for the benefit of holders of record of Manitowoc ParentCo Atlas Common Stock on as of the Record DateTime, a single stock certificate, endorsed by Manitowoc ParentCo in blank, representing all of the outstanding shares AHD Common Units (including the New AHD Common Units) to be distributed in the AHD Distribution (including, in the event that all or a portion of SpinCo such AHD Common Stock then owned Units are represented by Manitowoc ParentCocertificates, such certificates, endorsed by Atlas in blank), and Manitowoc ParentCo Atlas will instruct the AHD Distribution Agent to deliver to the SpinCo AHD Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of Manitowoc ParentCo Atlas Common Stock entitled to receive shares of SpinCo AHD Common Stock Units in connection with the AHD Distribution. Manitowoc ParentCo Atlas will cause its transfer agent to instruct the AHD Distribution Agent to distribute electronically on the Distribution Closing Date or as soon as reasonably practicable thereafter the appropriate number of shares of SpinCo AHD Common Stock Units to each such holder or designated transferee(s) of such holder by way and to credit the appropriate number of direct registration in book-such AHD Common Units to book entry formaccounts for each such holder or designated transferee. SpinCo For stockholders who hold Atlas Common Stock through a broker or other nominee, such broker or nominee will not issue paper stock certificatesbe instructed to credit their AHD Common Units to their respective accounts. Manitowoc ParentCo Atlas will cooperate, and will instruct the AHD Distribution Agent to cooperate, with SpinCo AHD and the SpinCo AHD Transfer Agent, and SpinCo AHD will cooperate, and will instruct the SpinCo AHD Transfer Agent to cooperate, with Manitowoc ParentCo 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 SpinCo AHD Common Stock Units to be distributed to the holders of Manitowoc ParentCo Atlas Common Stock in connection with the AHD Distribution. (b) Subject to Section 3.3, each Each holder of Manitowoc ParentCo Atlas Common Stock on as of the Record Date Time (or such holder’s designated transferee(s)) will be entitled to receive in the AHD Distribution a number of whole AHD Common Units equal to the number of shares of SpinCo Atlas Common Stock held by such holder as determined according to of the Record Time, multiplied by a fraction, (i) the numerator of which is the number of AHD Common Units owned by Atlas as of the Record Time (including the New AHD Common Units received by AHD in the Sale), and (ii) the denominator of which is the number of shares of Atlas Common Stock outstanding as of the Record Time (the “AHD Distribution Ratio. No fractional shares will be distributed in connection with the Distribution”). (c) No fractional shares From and after the AHD Distribution, until such AHD Common Units are duly transferred in accordance with applicable Law, AHD will be distributed or credited regard the Persons entitled to book-entry accounts receive such AHD Common Units as record holders of AHD Common Units in connection accordance with the Distributionterms of the AHD Distribution without requiring any action on the part of such Persons. The SpinCo Transfer Agent willAHD agrees that, as soon as practicable after the Distribution Datesubject to any transfers of such AHD Common Units, (i) determine each such holder will be entitled to receive all dividends or distributions payable on, and exercise voting rights and all other rights and privileges with respect to, the number AHD Common Units then held by such holder, and (ii) each such holder will be entitled, without any action on the part of whole shares and such holder, to receive one or more certificates representing, or other evidence of ownership of, the AHD Common Units then held by such holder. (d) No fractional shares AHD Common Units will be distributed in the AHD Distribution. Instead, on the Closing Date, Atlas shall direct the AHD Distribution Agent (i) to determine, based on the AHD Distribution Ratio, the amount of SpinCo the fractional AHD Common Stock Units allocable to each holder of record or beneficial owner of Manitowoc ParentCo Atlas Common Stock as of the close of business on the Record Date, (ii) and to aggregate all such fractional shares into whole shares and AHD Common Units; (ii) to sell such the resulting number of whole shares AHD Common Units in the open market transactions or otherwise, at the then prevailing market trading prices on behalf of holders of Manitowoc ParentCo Common Stock who would otherwise be entitled to receive fractional shares in the Distribution and (iii) distribute the aggregate cash proceeds from the sale, net of brokerage fees and other costs, pro rata (reduced by any required Tax withholding) to cause to be distributed to each such holder or for the benefit of Manitowoc ParentCo Common Stock who would otherwise be entitled each such beneficial owner to receive which a fractional AHD Common Unit shall be allocable such holder’s or beneficial owner’s ratable share in of the Distribution. Neither Manitowoc ParentCoproceeds of such sale, SpinCo nor the SpinCo Transfer Agent will be after making appropriate deduction for any amount required to guarantee be withheld under the Code, or under any minimum sale price for provision of State, local or foreign Tax law. Atlas shall pay all expenses reasonably incurred by the AHD Distribution Agent, including all brokerage charges, commissions and transfer taxes, in connection with such sale. The AHD Distribution Agent shall use its commercially reasonable efforts to aggregate the AHD Common Units that may be held by any beneficial owner thereof through more than one account in determining the fractional shares of SpinCo AHD Common Stock. Neither Manitowoc ParentCo nor SpinCo will be required Unit allocable to pay any interest on the proceeds from the sale of fractional sharessuch beneficial owner.

Certain Shareholder Matters. (a) Subject to Section 3.3 2.3 and Section 3.4(c2.4(c) hereof, on or prior to the Distribution Date, Manitowoc ParentCo will SGI shall deliver to a distribution agent to be appointed by Manitowoc ParentCo (the “Distribution Agent”) Agent for the benefit of holders of record of Manitowoc ParentCo SGI Common Stock on the Record Date, a single the stock certificatecertificates, endorsed by Manitowoc ParentCo SGI in blank, representing all of the outstanding shares of SpinCo Common A-Xxxx Xxxxxx Stock then owned by Manitowoc ParentCoSGI, and Manitowoc ParentCo will SGI shall instruct the Distribution Agent to deliver to the SpinCo A-Xxxx Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of Manitowoc ParentCo SGI Common Stock entitled to receive shares of SpinCo Common A-Xxxx Xxxxxx Stock in connection with the Distribution. Manitowoc ParentCo will cause its transfer agent to SGI shall instruct the Distribution Agent to distribute electronically on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of SpinCo Common A-Xxxx Xxxxxx Stock to each such holder or designated transferee(s) of such holder by way of direct registration in book-entry form, or in accordance with the practices and procedures of the Depository Trust Company, as appropriate. SpinCo will not issue paper stock certificates. Manitowoc ParentCo will SGI shall cooperate, and will shall instruct the Distribution Agent to cooperate, with SpinCo A-Xxxx and the SpinCo A-Xxxx Transfer Agent, and SpinCo will A-Xxxx shall cooperate, and will shall instruct the SpinCo A‑Xxxx Transfer Agent to cooperate, with Manitowoc ParentCo SGI and the Distribution Agent, in connection with all aspects of the Distribution and all other matters relating to the issuance of the shares of SpinCo Common A-Xxxx Xxxxxx Stock to be distributed to the holders of Manitowoc ParentCo SGI Common Stock in connection with the Distribution. Upon the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, the A-Xxxx Xxxxxx Stock then issued and outstanding will, without any action on the part of the holder thereof, be subdivided and converted into that number of fully paid and non-assessable shares of A-Xxxx Xxxxxx Stock issued and outstanding equal to or greater than the number necessary to effect the Distribution. (b) Subject to Section 3.32.3, each holder of Manitowoc ParentCo SGI Common Stock on the Record Date (or such holder’s 's designated transferee(s)) will be entitled to receive in the Distribution a number of whole shares of SpinCo A-Xxxx Xxxxxx Stock at the rate of one (1) share of A-Xxxx Xxxxxx Stock for every [three (3)] shares of SGI Common Stock as determined according to held by such holder on the Distribution RatioRecord Date. No fractional shares will be distributed in connection with the Distribution. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution. The SpinCo A-Xxxx Transfer Agent will, as soon as practicable after the Distribution Date, (i) determine the number of whole shares and fractional shares of SpinCo Common A-Xxxx Xxxxxx Stock allocable to each holder of record or beneficial owner of Manitowoc ParentCo SGI Common Stock as of the close of business on the Record Date, (ii) aggregate all fractional shares into whole shares and sell such whole shares in the open market at prevailing market prices on behalf of holders of Manitowoc ParentCo SGI Common Stock who would otherwise be entitled to receive fractional shares in the Distribution and (iii) distribute the aggregate cash proceeds from the sale, net of brokerage fees and other costs, pro rata (reduced by any required Tax withholding) to each such holder of Manitowoc ParentCo SGI Common Stock who would otherwise be entitled to receive a fractional share in the Distribution. Neither Manitowoc ParentCoSGI, SpinCo A-Xxxx nor the SpinCo A-Xxxx Transfer Agent will shall be required to guarantee any minimum sale price for the fractional shares of SpinCo Common A-Xxxx Xxxxxx Stock. Neither Manitowoc ParentCo SGI nor SpinCo will A-Xxxx shall be required to pay any interest on the proceeds from the sale of fractional shares. (d) Until such A-Xxxx Xxxxxx Stock is duly transferred in accordance with Applicable Law, A-Xxxx will regard the Persons entitled to receive such A-Xxxx Xxxxxx Stock as record holders of A-Xxxx Xxxxxx Stock in accordance with the terms of the Distribution without requiring any action on the part of such Persons. A-Xxxx agrees that, subject to any transfers of such stock, (i) each such holder will be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the shares of A-Xxxx Xxxxxx Stock then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the shares of A-Xxxx Xxxxxx Stock then held by such holder.

Certain Shareholder Matters. (a) Subject to Section 3.3 2.3 and Section 3.4(c2.4(c) hereof, on or prior to the Distribution Date, Manitowoc ParentCo will SGI shall deliver to a distribution agent to be appointed by Manitowoc ParentCo (the “Distribution Agent”) Agent for the benefit of holders of record of Manitowoc ParentCo SGI Common Stock on the Record Date, a single the stock certificatecertificates, endorsed by Manitowoc ParentCo SGI in blank, representing all of the outstanding shares of SpinCo Common Stock A-Mark Xxxxxx Xxxck then owned by Manitowoc ParentCoSGI, and Manitowoc ParentCo will SGI shall instruct the Distribution Agent to deliver to the SpinCo Transfer A-Mark Xxxnsfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of Manitowoc ParentCo SGI Common Stock entitled to receive shares of SpinCo Common Stock A-Mark Xxxxxx Xxxck in connection with the Distribution. Manitowoc ParentCo will cause its transfer agent to SGI shall instruct the Distribution Agent to distribute electronically on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of SpinCo Common Stock A-Mark Xxxxxx Xxxck to each such holder or designated transferee(s) of such holder by way of direct registration in book-entry form, or in accordance with the practices and procedures of the Depository Trust Company, as appropriate. SpinCo will not issue paper stock certificates. Manitowoc ParentCo will SGI shall cooperate, and will shall instruct the Distribution Agent to cooperate, with SpinCo and A-Mark xxx the SpinCo Transfer A-Mark Xxxnsfer Agent, and SpinCo will A-Mark xxxll cooperate, and will shall instruct the SpinCo Transfer A‑Mark Xxxnsfer Agent to cooperate, with Manitowoc ParentCo SGI and the Distribution Agent, in connection with all aspects of the Distribution and all other matters relating to the issuance of the shares of SpinCo Common Stock A-Mark Xxxxxx Xxxck to be distributed to the holders of Manitowoc ParentCo SGI Common Stock in connection with the Distribution. Upon the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, the A-Mark Xxxxxx Xxxck then issued and outstanding will, without any action on the part of the holder thereof, be subdivided and converted into that number of fully paid and non-assessable shares of A-Mark Xxxxxx Xxxck issued and outstanding equal to or greater than the number necessary to effect the Distribution. (b) Subject to Section 3.32.3, each holder of Manitowoc ParentCo SGI Common Stock on the Record Date (or such holder’s 's designated transferee(s)) will be entitled to receive in the Distribution a number of whole shares of SpinCo A-Mark Xxxxxx Xxxck at the rate of one (1) share of A-Mark Xxxxxx Xxxck for every four (4) shares of SGI Common Stock as determined according to held by such holder on the Distribution RatioRecord Date. No fractional shares will be distributed in connection with the Distribution. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution. The SpinCo Transfer A-Mark Xxxnsfer Agent will, as soon as practicable after the Distribution Date, (i) determine the number of whole shares and fractional shares of SpinCo Common Stock A-Mark Xxxxxx Xxxck allocable to each holder of record or beneficial owner of Manitowoc ParentCo SGI Common Stock as of the close of business on the Record Date, (ii) aggregate all fractional shares into whole shares and sell such whole shares in the open market at prevailing market prices on behalf of holders of Manitowoc ParentCo SGI Common Stock who would otherwise be entitled to receive fractional shares in the Distribution and (iii) distribute the aggregate cash proceeds from the sale, net of brokerage fees and other costs, pro rata (reduced by any required Tax withholding) to each such holder of Manitowoc ParentCo SGI Common Stock who would otherwise be entitled to receive a fractional share in the Distribution. Neither Manitowoc ParentCoSGI, SpinCo nor A-Mark xxx the SpinCo Transfer A-Mark Xxxnsfer Agent will shall be required to guarantee any minimum sale price for the fractional shares of SpinCo Common StockA-Mark Xxxxxx Xxxck. Neither Manitowoc ParentCo SGI nor SpinCo will A-Mark xxxll be required to pay any interest on the proceeds from the sale of fractional shares. (d) Until such A-Mark Xxxxxx Xxxck is duly transferred in accordance with Applicable Law, A-Mark xxxl regard the Persons entitled to receive such A-Mark Xxxxxx Xxxck as record holders of A-Mark Xxxxxx Xxxck in accordance with the terms of the Distribution without requiring any action on the part of such Persons. A-Mark xxxees that, subject to any transfers of such stock, (i) each such holder will be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the shares of A-Mark Xxxxxx Xxxck then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the shares of A-Mark Xxxxxx Xxxck then held by such holder.