Certain Stockholder Matters. From and after the distribution of Ribapharm Common Stock in connection with any transaction(s) included as part of the Distribution and until such Ribapharm Common Stock is duly transferred in accordance with applicable law, Ribapharm shall regard the Persons receiving Ribapharm Common Stock in such transaction(s) as record holders of Ribapharm Common Stock in accordance with the terms of such transaction(s) without requiring any action on the part of such Persons. Ribapharm agrees that, subject to any transfers of such stock, (a) each such holder shall be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the shares of Ribapharm Common Stock then held by such holder and (b) each such holder shall 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 Ribapharm Common Stock then held by such holder. ICN shall cooperate, and shall instruct the ICN Transfer Agent to cooperate, with Ribapharm and the Ribapharm Transfer Agent, and Ribapharm shall cooperate, and shall instruct the Ribapharm Transfer Agent to cooperate, with ICN and the ICN Transfer 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 Ribapharm Common Stock distributed to the holders of ICN Common Stock in connection with any transaction(s) included as part of the Distribution. Following the Distribution, ICN shall instruct the ICN Transfer Agent to deliver to the Ribapharm Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of ICN Common Stock receiving shares of Ribapharm Common Stock in connection with any transaction(s) included as part of the Distribution.
Certain Stockholder Matters. (a) Subject to Section 3.3, on or prior to the Distribution Date, Mallinckrodt will deliver to the Agent for the benefit of Qualifying Covidien Shareholders all of the Mallinckrodt Ordinary Shares to be delivered in the Distribution, and shall cause the transfer agent for the Covidien Ordinary Shares to instruct the Agent to distribute on the Distribution Date the appropriate number of Mallinckrodt Ordinary Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Mallinckrodt will not issue paper stock certificates. The Distribution shall be effective at the Effective Time.
Certain Stockholder Matters. (a) Subject to Section 4.3 hereof, on or prior to the Distribution Date, WMB will deliver to a distribution agent to be appointed by WMB (the “Distribution Agent”) for the benefit of holders of record of WMB Common Stock on the Record Date, a single stock certificate, endorsed by WMB in blank, representing all of the outstanding shares of WPX Common Stock then owned by WMB, and WMB will instruct the Distribution Agent to deliver to the WPX Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of WMB Common Stock entitled to receive shares of WPX Common Stock in connection with the Distribution. WMB 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 WPX Common Stock to each such holder or designated transferee(s) of such holder. WMB will cooperate, and will instruct the Distribution Agent to cooperate, with WPX and the WPX Transfer Agent, and WPX will cooperate, and will instruct the WPX Transfer Agent to cooperate, with WMB 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 WPX Common Stock to be distributed to the holders of WMB Common Stock in connection with the Distribution.
Certain Stockholder Matters. (a) Subject to Section 3.3, on or prior to the Distribution Date, nVent will deliver to the Agent for the benefit of Qualifying Pentair Shareholders all of the nVent Ordinary Shares to be delivered in the Distribution, and shall, to the extent permitted by applicable Law, cause the transfer agent for the Pentair Ordinary Shares to instruct the Agent to distribute on the Distribution Date the appropriate number of nVent Ordinary Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. nVent will not issue paper stock certificates. The Distribution shall be effective at the Effective Time.
Certain Stockholder Matters. (a) Subject to Section 4.3 hereof, on or prior to the Distribution Date, Motorola will deliver to a distribution agent to be appointed by Motorola (the “Distribution Agent”) for the benefit of holders of record of Motorola Common Stock on the Record Date, a single stock certificate, endorsed by Motorola in blank, representing all of the outstanding shares of Freescale Common Stock then owned by Motorola, and Motorola will instruct the Distribution Agent to deliver to the Freescale Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of Motorola Common Stock entitled to receive shares of Freescale Common Stock in connection with the Distribution. Motorola 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 Freescale Common Stock to each such holder or designated transferee(s) of such holder. Motorola will cooperate, and will instruct the Distribution Agent to cooperate, with Freescale and the Freescale Transfer Agent, and Freescale will cooperate, and will instruct the Freescale Transfer Agent to cooperate, with Motorola 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 Freescale Common Stock to be distributed to the holders of Motorola Common Stock in connection with the Distribution.
Certain Stockholder Matters. (a) Subject to Section 4.3 hereof, on or prior to the Distribution Date, Xxxx Foods shall deliver to a distribution agent to be appointed by Xxxx Foods (the “Distribution Agent”) for the benefit of holders of record of Xxxx Foods Common Stock on the Record Date, a single stock certificate, endorsed by Xxxx Foods in blank, representing all of the outstanding shares of WhiteWave Common Stock to be included in the Distribution, and Xxxx Foods shall instruct the Distribution Agent to deliver to the WhiteWave Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of Xxxx Foods Common Stock entitled to receive shares of WhiteWave Common Stock in connection with the Distribution. Xxxx Foods shall 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 WhiteWave Common Stock to each such holder or designated transferee(s) of such holder. Xxxx Foods shall cooperate, and instruct the Distribution Agent to cooperate, with WhiteWave and the WhiteWave Transfer Agent, and WhiteWave shall cooperate, and instruct the WhiteWave Transfer Agent to cooperate, with Xxxx Foods 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 WhiteWave Common Stock to be distributed to the holders of Xxxx Foods Common Stock in connection with the Distribution.
Certain Stockholder Matters. 7 Section 2.04. Prior Relationship..............................................8 Section 2.05. Further Assurances Regarding the Split-Off......................8
Certain Stockholder Matters. From and after the distribution of Stratos Common Stock in connection with any transaction(s) included as part of the Distribution and until such Stratos Common Stock is duly transferred in accordance with applicable law, Stratos shall regard the Persons receiving Stratos Common Stock in such transaction(s) as record holders of Stratos Common Stock in accordance with the terms of such transaction(s) without requiring any action on the part of such Persons. Stratos agrees that, subject to any transfers of such stock, (a) each such holder shall be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the shares of Stratos Common Stock then held by such holder, and (b) each such holder shall 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 Stratos Common Stock then held by such holder. Methode shall cooperate, and shall instruct the Methode Transfer Agent to cooperate, with Stratos and the Stratos Transfer Agent, and Stratos shall cooperate, and shall instruct the Stratos Transfer Agent to cooperate, with Methode and the Methode Transfer 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 Stratos Common Stock distributed to the holders of Methode Common Stock in connection with any transaction(s) included as part of the Distribution. Following the Distribution, Methode shall instruct the Methode Transfer Agent to deliver to the Stratos Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of Methode Common Stock receiving shares of Stratos Common Stock in connection with any transaction(s) included as part of the Distribution.
Certain Stockholder Matters. (a) Subject to Section 3.3, on or prior to the Distribution Date, ConocoPhillips will deliver to the Agent for the benefit of holders of record of ConocoPhillips Common Stock on the Record Date all of the outstanding shares of Xxxxxxxx 66 Common Stock (including, if such shares are represented by one or more stock certificates, such stock certificates, endorsed by ConocoPhillips in blank), and shall cause the transfer agent for the shares of ConocoPhillips Common Stock to instruct the Agent to distribute on the Distribution Date the appropriate number of such shares of Xxxxxxxx 66 Common Stock to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Xxxxxxxx 66 will not issue paper stock certificates. The Distribution shall be effective at 11:59 p.m. Eastern Time on the Distribution Date or at such other time as ConocoPhillips may determine.
Certain Stockholder Matters. (a) Subject to Section 4.3, Tronox and Parent, as the case may be, will provide to the Agent all share certificates and any information required in order to complete the Section 355 Transaction.
