Common use of Certain Shareholder Matters Clause in Contracts

Certain Shareholder Matters. (a) If WHE GEN elects to file a Registration Statement for the Distribution Shares, on or prior to the Distribution Date, Cyclone shall deliver to the Distribution Agent, as applicable, for the benefit of the Cyclone Shareholders on the Record Date, the stock certificates, endorsed by Cyclone in blank, representing all of the outstanding Distribution Shares of WHE GEN Common Stock then owned by Cyclone, and Cyclone shall instruct the Distribution Agent to deliver to the WHE GEN Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the Cyclone Shareholders entitled to receive shares of WHE GEN Common Stock in connection with the Distribution. 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 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. Cyclone shall cooperate, and shall instruct the Distribution Agent to cooperate, with WHE GEN and the WHE GEN Transfer Agent, and WHE GEN shall cooperate, and shall instruct the WHE GEN Transfer Agent to cooperate, with 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 WHE GEN Common Stock to be distributed to the Cyclone Shareholders in connection with the Distribution.

Certain Shareholder Matters. (a) If WHE GEN elects Subject to file a Registration Statement for the Distribution SharesSection 2.3 and Section 2.4(c) hereof, on or prior to the Distribution Date, Cyclone SGI shall deliver to the Distribution Agent, as applicable, Agent for the benefit of the Cyclone Shareholders holders of record of SGI Common Stock on the Record Date, the stock certificates, endorsed by Cyclone SGI in blank, representing all of the outstanding Distribution Shares shares of WHE GEN Common Stock A-Mark Xxxxxx Xxxck then owned by CycloneSGI, and Cyclone SGI shall instruct the Distribution Agent to deliver to the WHE GEN Transfer A-Mark Xxxnsfer Agent true, correct and complete copies of the stock and transfer records reflecting the Cyclone Shareholders holders of SGI Common Stock entitled to receive shares of WHE GEN Common Stock A-Mark Xxxxxx Xxxck in connection with the Distribution. Cyclone 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 WHE GEN 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. Cyclone SGI shall cooperate, and shall instruct the Distribution Agent to cooperate, with WHE GEN and A-Mark xxx the WHE GEN Transfer A-Mark Xxxnsfer Agent, and WHE GEN shall A-Mark xxxll cooperate, and shall instruct the WHE GEN Transfer A‑Mark Xxxnsfer Agent to cooperate, with Cyclone 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 WHE GEN Common Stock A-Mark Xxxxxx Xxxck to be distributed to the Cyclone Shareholders holders of 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.

Certain Shareholder Matters. (a) If WHE GEN elects Subject to file a Registration Statement for the Distribution SharesSection 2.3 and Section 2.4(c) hereof, on or prior to the Distribution Date, Cyclone SGI shall deliver to the Distribution Agent, as applicable, Agent for the benefit of the Cyclone Shareholders holders of record of SGI Common Stock on the Record Date, the stock certificates, endorsed by Cyclone SGI in blank, representing all of the outstanding Distribution Shares shares of WHE GEN Common A-Xxxx Xxxxxx Stock then owned by CycloneSGI, and Cyclone SGI shall instruct the Distribution Agent to deliver to the WHE GEN A-Xxxx Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the Cyclone Shareholders holders of SGI Common Stock entitled to receive shares of WHE GEN Common A-Xxxx Xxxxxx Stock in connection with the Distribution. Cyclone 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 WHE GEN 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. Cyclone SGI shall cooperate, and shall instruct the Distribution Agent to cooperate, with WHE GEN A-Xxxx and the WHE GEN A-Xxxx Transfer Agent, and WHE GEN A-Xxxx shall cooperate, and shall instruct the WHE GEN A‑Xxxx Transfer Agent to cooperate, with Cyclone 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 WHE GEN Common A-Xxxx Xxxxxx Stock to be distributed to the Cyclone Shareholders holders of 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.