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.
(b) Subject to Section 4.4(d), each holder of WMB Common Stock on the Record Date (or such holder’s designated transferee(s)) will be entitled to receive in the Distribution a number of shares of WPX Common Stock equal to the number of shares of WMB Common Stock held by such holder on the Record Date, multiplied by a fraction, (i) the numerator of which is the number of shares of WPX Common Stock beneficially owned by WMB or any other member of the WMB Group on the Record Date, and (ii) the denominator of which is the number of Shares of WMB Common Stock outstanding on the Record Date. In the event that the Distribution consists of more than one class of WPX Common Stock, each holder of WMB Common Stock will receive shares of WPX Common Stock, calculated as provided above, except that the calculation will be performed separately for each such class of stock. WMB, in its sole discretion, may distribute cash in lieu of any fractional shares received by a holder of WMB Common Stock.
(c) Until such WPX Common Stock is duly transferred i...
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, 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.
(b) Subject to Section 3.3, each Qualifying Pentair Shareholder will be entitled to receive in the Distribution a number of whole nVent Ordinary Shares equal to the number of Pentair Ordinary Shares held by such holder on the Record Date multiplied by the Distribution Ratio and rounded down to the nearest whole number, with any residual fractional interest dealt with in accordance with paragraph (c) below.
(c) No fractional interests in nVent Ordinary Shares will be distributed or credited to book-entry accounts in connection with the Distribution. As soon as practicable after the Distribution Date, nVent shall direct the Agent to determine the fractional interests in nVent Ordinary Shares which would have been allocable to each holder of record or beneficial owner of Pentair Ordinary Shares as of the Record Date had no rounding down occurred as part of the calculation in Section 3.4(b), to aggregate all such fractional interests into whole nVent Ordinary Shares and to sell those whole shares in open market transactions (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such holder or for the benefit of each such beneficial owner, in lieu of any fractional interest, such holder’s or owner’s ratable share of the proceeds of such sale, after deducting any Taxes required to be withheld and after deducting an amount equal to all brokerage charges, commissions and transfer Taxes attributed to such sale. Neither Pentair nor nVent will be required to guarantee any minimum sale price for the relevant nVent Ordinary Shares. Neither Pentair nor nVent will be required to pay any interest on the proceeds from the sale of such nVent Ordinary Shares.
(d) Until the nVent Ordinary S...
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) The Purchaser shall cause all of the voting securities of the Company that are beneficially owned by it, by Jxxxxx X. Xxxxxxx or any of its or his respective Affiliates under common control or over which it or he or any of its or his respective Affiliates under common control have voting control to be voted with respect to any action, proposal or matter to be voted on by the stockholders of the Company (including through action by written consent), in proportion to and accordance with the vote of all stockholders of the Company; provided that this Section 9(a) will only apply to voting securities beneficially owned by the Purchaser, together with its Affiliates, in excess of 19.9% of the total voting power of the outstanding capital stock of the Company.
(b) With respect to any matter that the Purchaser, Jxxxxx X. Xxxxxxx, and/or its or his respective Affiliates under common control are required to vote on in accordance with Section 9(a), the Purchaser shall (and shall cause Jxxxxx X. Xxxxxxx and any of its or his respective Affiliates under common control to) (i) cause each voting security owned by it or over which it has voting control to be voted at all meetings of stockholders of the Company, either by completing the proxy forms distributed by the Company or by having a designated proxy present at the meeting, (ii) deliver the completed proxy form to the Company no later than three (3) Business Days prior to the date of such meeting, and (iii) take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this Section 9.
(c) In furtherance of this Section 9, the Purchaser shall be, and shall cause Jxxxxx X. Xxxxxxx and each of its or his Affiliates under common control to be, present in person or represented by proxy at all meetings of stockholders to the extent necessary so that all voting securities of the Company as to which it is entitled to vote shall be counted as present for the purpose of determining the presence of a quorum at such meeting.
(d) During the Standstill Period, the Purchaser hereby agrees that neither the Purchaser nor any of its Affiliates under common control will directly or indirectly: (i) effect, offer or publicly propose to effect, or cause or participate in or in any way knowingly advise, assist or encourage any other person to effect, offer or publicly propose to effect or participate in, (A) any acquisition in excess of five percent (5%) of the issued and outstand...
Certain Stockholder Matters. From and after the distribution of CMC Common Stock in connection with any transaction(s) included as part of the Distribution and until such CMC Common Stock is duly transferred in accordance with applicable law, CMC shall regard the Persons receiving CMC Common Stock in such transaction(s) as record holders of CMC Common Stock in accordance with the terms of such transaction(s) without requiring any action on the part of such Persons. CMC 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 CMC 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 CMC Common Stock then held by such holder. Cabot shall cooperate, and shall instruct the Cabot Transfer Agent to cooperate, with CMC and the CMC Transfer Agent, and CMC shall cooperate, and shall instruct the CMC Transfer Agent to cooperate, with Cabot and the Cabot 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 CMC Common Stock distributed to the holders of Cabot Common Stock in connection with any transaction(s) included as part of the Distribution. Following the Distribution, Cabot shall instruct the Cabot Transfer Agent to deliver to the CMC Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of Cabot Common Stock receiving shares of CMC 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, OPC will deliver to the Agent for the benefit of holders of record of OPC Common Stock on the Record Date not less than 80.1% of the outstanding shares of CRC Common Stock (including, if such shares are represented by one or more stock certificates, such stock certificates, endorsed by OPC in blank) to be distributed to holders of record of OPC Common Stock in the Initial Distribution, and shall cause the transfer agent for the shares of OPC Common Stock to instruct the Agent to distribute on the Distribution Date the appropriate number of such shares of CRC Common Stock to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. CRC will not issue paper stock certificates. The Initial Distribution shall be effective at 11:59 p.m. Eastern Time on the Distribution Date or at such other time as OPC may determine.
(b) Subject to Sections 3.3 and 3.4(c), and except as otherwise provided in the Employee Matters Agreement, each holder of OPC Common Stock on the Record Date will be entitled to receive in the Initial Distribution a number of whole shares of CRC Common Stock equal to the number of shares of OPC Common Stock held by such holder on the Record Date multiplied by the Distribution Ratio.
(c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Initial Distribution. As soon as practicable after the Distribution Date, OPC shall direct the Agent to determine the number of whole shares and fractional shares of CRC Common Stock allocable to each holder of record or beneficial owner of OPC Common Stock as of the Record Date, to aggregate all such fractional shares and to sell the whole shares obtained thereby in open market transactions (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such holder or for the benefit of each such beneficial owner, in lieu of any fractional share, such holder’s or owner’s ratable share of the proceeds of such sale, after deducting any taxes required to be withheld and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to such sale. Neither OPC nor CRC will be required to guarantee any minimum sale price for the fractional shares of CRC Common Stock. Neither OPC nor CRC wil...
Certain Stockholder Matters. From and after the distribution of PFSweb Common Stock in connection with any transaction(s) included as part of the Distribution and until such PFSweb Common Stock is duly transferred in accordance with applicable law, PFSweb shall regard the Persons receiving PFSweb Common Stock in such transaction(s) as record holders of PFSweb Common Stock in accordance with the terms of such transaction(s) without requiring any action on the part of such Persons. PFSweb 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 PFSweb 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 PFSweb Common Stock then held by such holder. Daisytek International and Daisytek shall cooperate, and shall instruct the Daisytek Transfer Agent to cooperate, with PFSweb and the PFSweb Transfer Agent, and PFSweb shall cooperate, and shall instruct the PFSweb Transfer Agent to cooperate, with Daisytek International, Daisytek and the
Certain Stockholder Matters. From and after the distribution of Delphi Common Stock in connection with any transaction(s) included as part of the Distribution and until such Delphi Common Stock is duly transferred in accordance with applicable law, Delphi shall regard the
