Common use of Certain Stockholder Matters Clause in Contracts

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 in accordance with applicable law, WPX will regard the Persons entitled to receive such WPX Common Stock as record holders of WPX Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such Persons. WPX 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 WPX 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 WPX Common Stock then held by such holder. (d) Notwithstanding anything to the contrary in this Section 4.4, in the event that the Distribution is not made in the form of a pro rata distribution of WPX Common Stock to holders of WMB Common Stock, the above provisions of this Section 4.4 will not apply to the Distribution. (e) If WMB determines (in its sole discretion) to effect the separation of WPX from WMB through a transaction other than the Distribution (whether by means of a split off, a share exchange or otherwise), WPX shall use commercially reasonable efforts to take all actions (or refrain from any actions) reasonably requested by WMB in connection therewith.

Certain Stockholder Matters. (a) Subject to Section 4.3 hereof, on or prior to the Distribution Date, WMB Motorola will deliver to a distribution agent to be appointed by WMB Motorola (the “Distribution Agent”) for the benefit of holders of record of WMB Motorola Common Stock on the Record Date, a single stock certificate, endorsed by WMB Motorola in blank, representing all of the outstanding shares of WPX Freescale Common Stock then owned by WMBMotorola, and WMB Motorola will instruct the Distribution Agent to deliver to the WPX Freescale Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of WMB Motorola Common Stock entitled to receive shares of WPX Freescale Common Stock in connection with the Distribution. WMB 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 WPX Freescale Common Stock to each such holder or designated transferee(s) of such holder. WMB Motorola will cooperate, and will instruct the Distribution Agent to cooperate, with WPX Freescale and the WPX Freescale Transfer Agent, and WPX Freescale will cooperate, and will instruct the WPX Freescale Transfer Agent to cooperate, with WMB 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 WPX Freescale Common Stock to be distributed to the holders of WMB Motorola Common Stock in connection with the Distribution. (b) Subject to Section 4.4(d), each holder of WMB Motorola 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 Freescale Common Stock equal to the number of shares of WMB Motorola 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 Freescale Common Stock beneficially owned by WMB Motorola or any other member of the WMB Motorola Group on the Record Date, and (ii) the denominator of which is the number of Shares of WMB Motorola Common Stock outstanding on the Record Date. In the event that the Distribution consists of more than one class of WPX Freescale Common Stock, each holder of WMB Motorola Common Stock will receive shares of WPX Freescale 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 Freescale Common Stock is duly transferred in accordance with applicable law, WPX Freescale will regard the Persons entitled to receive such WPX Freescale Common Stock as record holders of WPX Freescale Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such Persons. WPX Freescale 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 WPX Freescale 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 WPX Freescale Common Stock then held by such holder. (d) Notwithstanding anything to the contrary in this Section 4.4, in the event that the Distribution is not made in the form of a pro rata distribution of WPX Freescale Common Stock to holders of WMB Motorola Common Stock, the above provisions of this Section 4.4 will not apply to the Distribution. (e) If WMB determines (in its sole discretion) to effect the separation of WPX from WMB through a transaction other than the Distribution (whether by means of a split off, a share exchange or otherwise), WPX shall use commercially reasonable efforts to take all actions (or refrain from any actions) reasonably requested by WMB in connection therewith.

Certain Stockholder Matters. (a) Subject to Section 4.3 hereof, on or prior to the Distribution Date, WMB will Xxxx Foods shall deliver to a distribution agent to be appointed by WMB Xxxx Foods (the “Distribution Agent”) for the benefit of holders of record of WMB Xxxx Foods Common Stock on the Record Date, a single stock certificate, endorsed by WMB Xxxx Foods in blank, representing all of the outstanding shares of WPX WhiteWave Common Stock then owned by WMBto be included in the Distribution, and WMB will Xxxx Foods shall instruct the Distribution Agent to deliver to the WPX WhiteWave Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of WMB Xxxx Foods Common Stock entitled to receive shares of WPX WhiteWave Common Stock in connection with the Distribution. WMB will 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 WPX WhiteWave Common Stock to each such holder or designated transferee(s) of such holder. WMB will Xxxx Foods shall cooperate, and will instruct the Distribution Agent to cooperate, with WPX WhiteWave and the WPX WhiteWave Transfer Agent, and WPX will WhiteWave shall cooperate, and will instruct the WPX WhiteWave Transfer Agent to cooperate, with WMB 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 WPX WhiteWave Common Stock to be distributed to the holders of WMB Xxxx Foods Common Stock in connection with the Distribution. (b) Subject to Section 4.4(d), each holder of WMB Xxxx Foods Common Stock on the Record Date (or such holder’s designated transferee(s)) will shall be entitled to receive in the Distribution a number of shares of WPX WhiteWave Common Stock equal to the number of shares of WMB WhiteWave Common Stock held by such holder on included in the Record Date, Distribution multiplied by a fraction, (i) the numerator of which is the number of shares of WPX Xxxx Foods Common Stock beneficially owned held by WMB or any other member of the WMB Group such holder on the Record Date, and (ii) the denominator of which is the number of Shares shares of WMB Xxxx Foods Common Stock outstanding on the Record Date. In the event that the Distribution consists of more than one class of WPX WhiteWave Common Stock, each holder of WMB Xxxx Foods Common Stock will shall receive shares of WPX WhiteWave Common Stock, calculated as provided above, except that the calculation will shall 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 From and after the Distribution, WhiteWave shall regard each Person described in Section 4.4(b) that is duly transferred in accordance with applicable law, WPX will regard the Persons entitled to receive such WPX WhiteWave Common Stock as the record holders holder of WPX WhiteWave Common Stock received in accordance with the terms of the Distribution without requiring any action on the part of such PersonsPerson, until such time as such Person shall have duly transferred the WhiteWave Common Stock received in the Distribution in accordance with applicable Law. WPX WhiteWave agrees that, subject to any transfers of such stock, (i) each such holder will 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 WPX WhiteWave Common Stock then held by such holder, and (ii) each such holder will 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 WPX WhiteWave Common Stock then held by such holder. (d) Notwithstanding anything to the contrary in this Section 4.4, in the event that the Distribution is not made in the form of a pro rata distribution of WPX WhiteWave Common Stock to holders of WMB Xxxx Foods Common Stock, the above provisions of this Section 4.4 will shall not apply to the Distribution. (e) If WMB determines (No certificates or scrip representing fractional shares of WhiteWave Common Stock shall be issued in its sole discretion) the Distribution. In lieu of receiving fractional shares, each holder of Xxxx Foods Common Stock that would otherwise be entitled to effect the separation receive a fractional share of WPX from WMB through a transaction other than WhiteWave Common Stock pursuant to the Distribution (whether by means shall receive cash for such fractional share. Xxxx Foods and WhiteWave shall instruct the Distribution Agent to determine the number of a split offwhole shares of WhiteWave Common Stock and fractional shares of WhiteWave Common Stock allocable to each holder of record of Xxxx Foods Common Stock as of the close of business on Record Date, a to aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in the open market at the then prevailing prices on behalf of holders that would otherwise be entitled to receive fractional share exchange or otherwise)interests, WPX shall use commercially reasonable efforts and to take all actions (or refrain from distribute to each such holder such holder’s ratable share of the total proceeds of such sale after making appropriate deductions of any actions) reasonably requested by WMB in connection therewithamounts required for U.S. federal tax withholding purposes and after deducting any taxes attributable to the sale of such fractional share interests.

Certain Stockholder Matters. (a) Subject to Section 4.3 hereof3.3, on or prior to the Distribution Date, WMB ConocoPhillips will deliver to a distribution agent to be appointed by WMB (the “Distribution Agent”) Agent for the benefit of holders of record of WMB ConocoPhillips Common Stock on the Record Date, a single stock certificate, endorsed by WMB in blank, representing Date all of the outstanding shares of WPX Xxxxxxxx 66 Common Stock then owned (including, if such shares are represented by WMBone or more stock certificates, such stock certificates, endorsed by ConocoPhillips in blank), and WMB will instruct shall cause the Distribution Agent to deliver to transfer agent for the WPX Transfer Agent true, correct and complete copies shares of the stock and transfer records reflecting the holders of WMB ConocoPhillips 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 such shares of WPX Xxxxxxxx 66 Common Stock to each such holder or designated transferee(s) transferee or transferees of such holderholder by way of direct registration in book-entry form. WMB Xxxxxxxx 66 will cooperate, and will instruct not issue paper stock certificates. The Distribution shall be effective at 11:59 p.m. Eastern Time on 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 Date or at such 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 Distributiontime as ConocoPhillips may determine. (b) Subject to Section 4.4(dSections 3.3 and 3.4(c), each holder of WMB ConocoPhillips 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 WPX Xxxxxxxx 66 Common Stock equal to the number of shares of WMB ConocoPhillips 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 Distribution. As soon as practicable after the Distribution Date, multiplied by a fraction, (i) ConocoPhillips shall direct the numerator of which is Agent to determine the number of whole shares and fractional shares of WPX Xxxxxxxx 66 Common Stock beneficially owned by WMB allocable to each holder of record or any other member beneficial owner of the WMB Group on ConocoPhillips 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 (ii) with 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. WMBAgent, in its sole and absolute discretion, may distribute cash 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 ConocoPhillips nor Xxxxxxxx 66 will be required to guarantee any minimum sale price for the fractional shares received by a holder of WMB Xxxxxxxx 66 Common Stock. Neither ConocoPhillips nor Xxxxxxxx 66 will be required to pay any interest on the proceeds from the sale of fractional shares. (cd) Until such WPX the Xxxxxxxx 66 Common Stock is duly transferred in accordance with this Section 3.4 and applicable lawLaw, WPX from and after the effective time of the Distribution, Xxxxxxxx 66 will regard the Persons entitled to receive such WPX Xxxxxxxx 66 Common Stock as record holders of WPX Xxxxxxxx 66 Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such Persons. WPX Xxxxxxxx 66 agrees that, subject to any transfers of such stock, from and after the effective time of the Distribution (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 WPX Xxxxxxxx 66 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, of the shares of WPX Xxxxxxxx 66 Common Stock then held by such holder. (d) Notwithstanding anything to the contrary in this Section 4.4, in the event that the Distribution is not made in the form of a pro rata distribution of WPX Common Stock to holders of WMB Common Stock, the above provisions of this Section 4.4 will not apply to the Distribution. (e) If WMB determines (in its sole discretion) to effect the separation of WPX from WMB through a transaction other than the Distribution (whether by means of a split off, a share exchange or otherwise), WPX shall use commercially reasonable efforts to take all actions (or refrain from any actions) reasonably requested by WMB in connection therewith.

Certain Stockholder Matters. (a) Subject to Article VII and Section 4.3 hereof3.3(c), on or prior to the Distribution Date, WMB VMware 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 Dell Record DateHolders, a single stock certificate, endorsed by WMB in blank, representing book-entry transfer authorizations for all of the issued and outstanding shares of WPX VMware Common Stock then owned by WMBas is necessary to effect the Distribution, and WMB will instruct shall cause the Distribution Agent to deliver to transfer agent for the WPX Transfer Agent true, correct and complete copies shares of the stock and transfer records reflecting the holders of WMB Dell 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 VMware Common Stock to each such holder or designated transferee(s) transferee or transferees of such holderholder by way of direct registration in book-entry form. WMB VMware 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, not issue paper stock certificates in connection with all aspects respect 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 VMware Common Stock to Stock. The Distribution shall be distributed to effective at 11:59 p.m., Eastern time, on the holders of WMB Common Stock in connection with Distribution Date or at such other time as Dell and VMware may mutually determine (the Distribution“Distribution Effective Time”). (b) Subject to Article VII and Section 4.4(d3.3(c), each holder of WMB Common Stock on the Dell Record Date (or such holder’s designated transferee(s)) Holder will be entitled to receive in the Distribution a number of whole shares of WPX VMware Class A Common Stock (after giving effect to the Conversion) equal to (i) (x) the number of shares of WMB VMware Class A Common Stock held by such holder members of the Dell Group on the Dell Record Date, multiplied by (y) a fraction, (i) the numerator of which is the number of shares of WPX Dell Common Stock beneficially owned held by WMB or any other member of the WMB Group such Dell Record Holder on the Dell Record Date, Date and (ii) the denominator of which is the number of Shares issued and outstanding shares of WMB Dell Common Stock outstanding on the Dell Record Date, plus (ii) (x) the number of shares of VMware Class B Common Stock held by members of the Dell Group on the Dell Record Date, multiplied by (y) a fraction, the numerator of which is the number of shares of Dell Common Stock held by such Dell Record Holder on the Dell Record Date and the denominator of which is the number of issued and outstanding shares of Dell Common Stock on the Dell Record Date. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Dell Record Holder would otherwise be entitled shall not entitle such Dell Record Holder to vote or to any other rights as a stockholder of VMware. In lieu of any such fractional shares, each Dell Record Holder who, but for the event that provisions of this Section 3.3(c), would be entitled to receive a fractional share interest of a share of VMware Class A Common Stock pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Distribution consists Date, Dell shall direct the Agent to determine the number of more than one class whole and fractional shares of WPX Common Stock, each holder of WMB VMware Class A Common Stock will allocable to each Dell Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Dell Record Holder who otherwise would be entitled to receive shares of WPX Common Stock, calculated as provided above, except that fractional share interests (with the calculation will be performed separately for each such class of stock. WMBAgent, in its sole and absolute discretion, may distribute cash 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 Dell Record Holder, in lieu of any fractional share, such Dell Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Dell, VMware or the Agent will be required to guarantee any minimum sale price for the fractional shares received by of VMware Class A Common Stock sold in accordance with this Section 3.3(c). Neither Dell nor VMware will be required to pay any interest on the proceeds from the sale of fractional shares. Solely for purposes of computing fractional share interests pursuant to this Section 3.3(c) and Section 3.3(d), the beneficial owner of shares of Dell Common Stock held of record in the name of a holder of WMB Common Stocknominee in any nominee account shall be treated as the Dell Record Holder with respect to such shares. (cd) Any shares of VMware Class A Common Stock or cash in lieu of fractional shares with respect to shares of VMware Class A Common Stock that remain unclaimed by any Dell Record Holder 12 months after the Distribution Date shall be delivered to VMware, and VMware or its transfer agent on its behalf shall hold such shares of VMware Class A Common Stock and cash for the account of such Dell Record Holder, and the Parties agree that all obligations to provide such shares of VMware Class A Common Stock and cash, if any, in lieu of fractional share interests shall solely be obligations of VMware, subject in each case to applicable escheat or other abandoned property Laws, and Dell shall have no Liability with respect thereto. (e) Until such WPX the shares of VMware Class A Common Stock is are duly transferred in accordance with this Section 3.3 and applicable lawLaw, WPX from and after the Distribution Date, VMware will regard the Persons entitled to receive such WPX shares of VMware Class A Common Stock in accordance with this Section 3.3 as record holders of WPX shares of VMware Class A Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such Persons. WPX VMware agrees that, subject to any transfers of such stockshares, from and after the Distribution Date, (i) each such holder will be entitled to receive all dividends dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the shares of WPX VMware 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, of the shares of WPX VMware Class A Common Stock then held by such holder. (d) Notwithstanding anything to the contrary in this Section 4.4, in the event that the Distribution is not made in the form of a pro rata distribution of WPX Common Stock to holders of WMB Common Stock, the above provisions of this Section 4.4 will not apply to the Distribution. (e) If WMB determines (in its sole discretion) to effect the separation of WPX from WMB through a transaction other than the Distribution (whether by means of a split off, a share exchange or otherwise), WPX shall use commercially reasonable efforts to take all actions (or refrain from any actions) reasonably requested by WMB in connection therewith.

Certain Stockholder Matters. (a) Subject to Section 4.3 hereof3.3, on or prior to the Distribution Date, WMB Oil States will deliver to a distribution agent to be appointed by WMB (the “Distribution Agent”) Agent for the benefit of holders of record of WMB Oil States Common Stock on the Record Date, a single stock certificate, endorsed by WMB in blank, representing Date all of the outstanding shares of WPX Civeo Common Stock then owned (including, if such shares are represented by WMBone or more stock certificates, such stock certificates, endorsed by Oil States in blank), and WMB will instruct shall cause the Distribution Agent to deliver to transfer agent for the WPX Transfer Agent true, correct and complete copies shares of the stock and transfer records reflecting the holders of WMB Oil States 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 such shares of WPX Civeo Common Stock to each such holder or designated transferee(s) transferee or transferees of such holderholder by way of direct registration in book-entry form. WMB Civeo will cooperate, and will instruct not issue paper stock certificates. The Distribution shall be effective at 11:59 p.m. Eastern Time on 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 Date or at such 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 Distributiontime as Oil States may determine. (b) Subject to Section 4.4(dSections 3.3 and 3.4(c), each holder of WMB Oil States Common Stock (other than holders of unvested Oil States RSAs) 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 WPX Civeo Common Stock equal to the number of shares of WMB Oil States Common Stock held by such holder on the Record Date multiplied by the Distribution Ratio. Each holder of any unvested Oil States RSAs will be entitled to receive either additional Oil States RSAs or be converted into restricted shares of Civeo Common Stock, as set forth in the Employee Matters Agreement. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution. As soon as practicable after the Distribution Date, multiplied by a fraction, (i) Oil States shall direct the numerator of which is Agent to determine the number of whole shares and fractional shares of WPX Civeo Common Stock beneficially owned by WMB allocable to each holder of record or any beneficial owner of Oil States Common Stock (other member than to the holders of the WMB Group on record or beneficial owners of unvested Oil States RSAs) as of the Record Date, to aggregate all such fractional shares and to sell the whole shares obtained thereby in open market transactions (ii) with 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. WMBAgent, in its sole and absolute discretion, may distribute cash 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 Oil States nor Civeo will be required to guarantee any minimum sale price for the fractional shares received by a holder of WMB Civeo Common Stock. Neither Oil States nor Civeo will be required to pay any interest on the proceeds from the sale of fractional shares. (cd) Until such WPX the Civeo Common Stock is duly transferred in accordance with this Section 3.4 and applicable lawLaw, WPX from and after the effective time of the Distribution, Civeo will regard the Persons entitled to receive such WPX Civeo Common Stock as record holders of WPX Civeo Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such Persons. WPX Civeo agrees that, subject to any transfers of such stock, from and after the effective time of the Distribution (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 WPX Civeo 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, of the shares of WPX Civeo Common Stock then held by such holder. (d) Notwithstanding anything to the contrary in this Section 4.4, in the event that the Distribution is not made in the form of a pro rata distribution of WPX Common Stock to holders of WMB Common Stock, the above provisions of this Section 4.4 will not apply to the Distribution. (e) If WMB determines (in its sole discretion) to effect the separation of WPX from WMB through a transaction other than the Distribution (whether by means of a split off, a share exchange or otherwise), WPX shall use commercially reasonable efforts to take all actions (or refrain from any actions) reasonably requested by WMB in connection therewith.

Certain Stockholder Matters. (a) Subject to Section 4.3 5.3 hereof, on or prior to the Distribution Date, WMB Agilent will deliver to a distribution agent to be appointed by WMB Agilent (the “Distribution Agent”) for the benefit of holders of record of WMB Agilent Common Stock on the Record Date, a single stock share certificate, endorsed by WMB Agilent in blank, representing all of the outstanding shares of WPX Common Stock Verigy Ordinary Shares then owned by WMBAgilent, and WMB Agilent will instruct the Distribution Agent to deliver to the WPX Verigy Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of WMB Agilent Common Stock entitled to receive shares of WPX Common Stock Verigy Ordinary Shares in connection with the Distribution. WMB Agilent 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 Verigy Ordinary Shares to each such holder or designated transferee(s) of such holder. WMB Agilent will cooperate, and will instruct the Distribution Agent to cooperate, with WPX Verigy and the WPX Verigy Transfer Agent, and WPX Verigy will cooperate, and will instruct the WPX Verigy Transfer Agent to cooperate, with WMB Agilent 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 Verigy Ordinary Shares to be distributed to the holders of WMB Agilent Common Stock in connection with the Distribution. (b) Subject to Section 4.4(d5.4(d), each holder of WMB Agilent 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 Verigy Ordinary Shares equal to the number of shares of WMB Agilent 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 Verigy Ordinary Shares beneficially owned by WMB Agilent or any other member of the WMB Agilent Group on the Record Date, and (ii) the denominator of which is the number of Shares shares of WMB Agilent 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 Verigy Ordinary Shares are duly transferred in accordance with applicable law, WPX from and after the Distribution Date, Verigy will regard the Persons entitled to receive such WPX Common Stock Verigy Ordinary Shares as record holders of WPX Common Stock Verigy Ordinary Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. WPX Verigy 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 WPX Common Stock Verigy Ordinary Shares 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 WPX Common Stock Verigy Ordinary Shares then held by such holder. (d) Notwithstanding anything to the contrary in this Section 4.45.4, in the event that the Distribution is not made in the form of a pro rata distribution of WPX Common Stock Verigy Ordinary Shares to holders of WMB Agilent Common Stock, the above provisions of this Section 4.4 5.4 will not apply to the Distribution. (e) If WMB determines (in its sole discretion) to effect the separation of WPX from WMB through a transaction other than the Distribution (whether by means of a split off, a share exchange or otherwise), WPX shall use commercially reasonable efforts to take all actions (or refrain from any actions) reasonably requested by WMB in connection therewith.

Certain Stockholder Matters. (a) Subject to Section 4.3 5.3 hereof, on or prior to the Distribution Date, WMB Agilent will deliver to a distribution agent to be appointed by WMB Agilent (the “"Distribution Agent”") for the benefit of holders of record of WMB Agilent Common Stock on the Record Date, a single stock share certificate, endorsed by WMB Agilent in blank, representing all of the outstanding shares of WPX Common Stock Verigy Ordinary Shares then owned by WMBAgilent, and WMB Agilent will instruct the Distribution Agent to deliver to the WPX Verigy Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of WMB Agilent Common Stock entitled to receive shares of WPX Common Stock Verigy Ordinary Shares in connection with the Distribution. WMB Agilent 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 Verigy Ordinary Shares to each such holder or designated transferee(s) of such holder. WMB Agilent will cooperate, and will instruct the Distribution Agent to cooperate, with WPX Verigy and the WPX Verigy Transfer Agent, and WPX Verigy will cooperate, and will instruct the WPX Verigy Transfer Agent to cooperate, with WMB Agilent 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 Verigy Ordinary Shares to be distributed to the holders of WMB Agilent Common Stock in connection with the Distribution. (b) Subject to Section 4.4(d5.4(d), each holder of WMB Agilent 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 shares of WPX Common Stock Verigy Ordinary Shares equal to the number of shares of WMB Agilent 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 Verigy Ordinary Shares beneficially owned by WMB Agilent or any other member of the WMB Agilent Group on the Record Date, and (ii) the denominator of which is the number of Shares shares of WMB Agilent 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 Verigy Ordinary Shares are duly transferred in accordance with applicable law, WPX from and after the Distribution Date, Verigy will regard the Persons entitled to receive such WPX Common Stock Verigy Ordinary Shares as record holders of WPX Common Stock Verigy Ordinary Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. WPX Verigy 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 WPX Common Stock Verigy Ordinary Shares 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 WPX Common Stock Verigy Ordinary Shares then held by such holder. (d) Notwithstanding anything to the contrary in this Section 4.45.4, in the event that the Distribution is not made in the form of a pro rata distribution of WPX Common Stock Verigy Ordinary Shares to holders of WMB Agilent Common Stock, the above provisions of this Section 4.4 5.4 will not apply to the Distribution. (e) If WMB determines (in its sole discretion) to effect the separation of WPX from WMB through a transaction other than the Distribution (whether by means of a split off, a share exchange or otherwise), WPX shall use commercially reasonable efforts to take all actions (or refrain from any actions) reasonably requested by WMB in connection therewith.

Certain Stockholder Matters. (a) Subject to Section 4.3 hereof, on or prior to the Distribution Date, WMB FNF will deliver to a distribution agent to be appointed by WMB FNF (the “"Distribution Agent”") for the benefit of holders of record of WMB FNF Common Stock on the Record Date, a single stock certificate, endorsed by WMB FNF in blank, representing all of the outstanding shares of WPX FIS Common Stock then owned by WMBFNF, and WMB FNF will instruct the Distribution Agent to deliver to the WPX FIS Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of WMB FNF Common Stock entitled to receive shares of WPX FIS Common Stock in connection with the Distribution. WMB FNF 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 FIS Common Stock to each such holder or designated transferee(s) of such holder. WMB FNF will cooperate, and will instruct the Distribution Agent to cooperate, with WPX FIS and the WPX FIS Transfer Agent, and WPX FIS will cooperate, and will instruct the WPX FIS Transfer Agent to cooperate, with WMB FNF 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 FIS Common Stock to be distributed to the holders of WMB FNF Common Stock in connection with the Distribution. (b) Subject to Section 4.4(d), each holder of WMB FNF 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 shares of WPX FIS Common Stock equal to the number of shares of WMB FNF 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 FIS Common Stock beneficially owned by WMB FNF or any other member of the WMB FNF Group on the Record Date, and (ii) the denominator of which is the number of Shares of WMB FNF Common Stock outstanding on the Record Date. In the event that the Distribution consists of more than one class of WPX FIS Common Stock, each holder of WMB FNF Common Stock will receive shares of WPX FIS 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 FIS Common Stock is duly transferred in accordance with applicable law, WPX FIS will regard the Persons entitled to receive such WPX FIS Common Stock as record holders of WPX FIS Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such Persons. WPX FIS 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 WPX FIS 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 WPX FIS Common Stock then held by such holder. (d) Notwithstanding anything to the contrary in this Section 4.4, in the event that the Distribution is not made in the form of a pro rata distribution of WPX FIS Common Stock to holders of WMB FNF Common Stock, the above provisions of this Section 4.4 will not apply to the Distribution. (e) If WMB determines (in its sole discretion) to effect the separation of WPX from WMB through a transaction other than the Distribution (whether by means of a split off, a share exchange or otherwise), WPX shall use commercially reasonable efforts to take all actions (or refrain from any actions) reasonably requested by WMB in connection therewith.

Certain Stockholder Matters. (a) Subject to Section 4.3 3.3 and Section 3.4(c) hereof, on or prior to the Distribution Date, WMB Motorola will deliver to a distribution agent to be appointed by WMB Motorola (the “Distribution Agent”) for the benefit of holders of record of WMB Motorola Common Stock on the Record Date, a single stock certificate, endorsed by WMB Motorola in blank, representing all of the outstanding shares of WPX SpinCo Common Stock then owned by WMBMotorola, and WMB Motorola will instruct the Distribution Agent to deliver to the WPX SpinCo Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of WMB Motorola Common Stock entitled to receive shares of WPX SpinCo Common Stock in connection with the Distribution. WMB Motorola 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 WPX SpinCo Common Stock to each such holder or designated transferee(s) of such holderholder by way of direct registration in book-entry form. WMB SpinCo will not issue paper stock certificates. Motorola will cooperate, and will instruct the Distribution Agent to cooperate, with WPX SpinCo and the WPX SpinCo Transfer Agent, and WPX SpinCo will cooperate, and will instruct the WPX SpinCo Transfer Agent to cooperate, with WMB 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 WPX SpinCo Common Stock to be distributed to the holders of WMB Motorola 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 SpinCo Common 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 SpinCo Common Stock issued and outstanding equal to the number necessary to effect the Distribution. (b) Subject to Section 4.4(d)3.3, each holder of WMB Motorola 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 WPX SpinCo Common Stock equal to the number of shares of WMB Motorola 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 SpinCo Common Stock beneficially owned by WMB or any other member of the WMB Group Motorola on the Record Date, and (ii) the denominator of which is the number of Shares shares of WMB Motorola 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 No fractional shares of WPX Common Stock, calculated as provided above, except that the calculation will be performed separately for each such class of stock. WMB, distributed in its sole discretion, may distribute cash in lieu of any fractional shares received by a holder of WMB Common Stockconnection 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 Motorola 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 Motorola 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 Motorola Common Stock who would otherwise be entitled to receive a fractional share in the Distribution. Neither Motorola, SpinCo nor the SpinCo Transfer Agent will be required to guarantee any minimum sale price for the fractional shares of SpinCo Common Stock. Neither Motorola nor SpinCo will be required to pay any interest on the proceeds from the sale of fractional shares. (d) Until such WPX SpinCo Common Stock is duly transferred in accordance with applicable law, WPX SpinCo will regard the Persons entitled to receive such WPX SpinCo Common Stock as record holders of WPX SpinCo Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such Persons. WPX SpinCo 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 WPX SpinCo 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, of the shares of WPX SpinCo Common Stock then held by such holder. (d) Notwithstanding anything to the contrary in this Section 4.4, in the event that the Distribution is not made in the form of a pro rata distribution of WPX Common Stock to holders of WMB Common Stock, the above provisions of this Section 4.4 will not apply to the Distribution. (e) If WMB determines (in its sole discretion) to effect the separation of WPX from WMB through a transaction other than the Distribution (whether by means of a split off, a share exchange or otherwise), WPX shall use commercially reasonable efforts to take all actions (or refrain from any actions) reasonably requested by WMB in connection therewith.

Certain Stockholder Matters. (a) Subject to Section 4.3 hereof3.3, on or prior to the Distribution Date, WMB Oil States will deliver to a distribution agent to be appointed by WMB (the “Distribution Agent”) Agent for the benefit of holders of record of WMB Oil States Common Stock on the Record Date, a single stock certificate, endorsed by WMB in blank, representing Date all of the outstanding shares of WPX Civeo Common Stock then owned (including, if such shares are represented by WMBone or more stock certificates, such stock certificates, endorsed by Oil States in blank), and WMB will instruct shall cause the Distribution Agent to deliver to transfer agent for the WPX Transfer Agent true, correct and complete copies shares of the stock and transfer records reflecting the holders of WMB Oil States 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 such shares of WPX Civeo Common Stock to each such holder or designated transferee(s) transferee or transferees of such holderholder by way of direct registration in book­entry form. WMB Civeo will cooperate, and will instruct not issue paper stock certificates. The Distribution shall be effective at 11:59 p.m. Eastern Time on 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 Date or at such 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 Distributiontime as Oil States may determine. (b) Subject to Section 4.4(dSections 3.3 and 3.4(c), each holder of WMB Oil States Common Stock (other than holders of unvested Oil States RSAs) 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 WPX Civeo Common Stock equal to the number of shares of WMB Oil States Common Stock held by such holder on the Record Date multiplied by the Distribution Ratio. Each holder of any unvested Oil States RSAs will be entitled to receive either additional Oil States RSAs or be converted into restricted shares of Civeo Common Stock, as set forth in the Employee Matters Agreement. (c) No fractional shares will be distributed or credited to book­entry accounts in connection with the Distribution. As soon as practicable after the Distribution Date, multiplied by a fraction, (i) Oil States shall direct the numerator of which is Agent to determine the number of whole shares and fractional shares of WPX Civeo Common Stock beneficially owned by WMB allocable to each holder of record or any beneficial owner of Oil States Common Stock (other member than to the holders of the WMB Group on record or beneficial owners of unvested Oil States RSAs) as of the Record Date, to aggregate all such fractional shares and to sell the whole shares obtained thereby in open market transactions (ii) with 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. WMBAgent, in its sole and absolute discretion, may distribute cash determining when, how and through which broker­dealer 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 Oil States nor Civeo will be required to guarantee any minimum sale price for the fractional shares received by a holder of WMB Civeo Common Stock. Neither Oil States nor Civeo will be required to pay any interest on the proceeds from the sale of fractional shares. (cd) Until such WPX the Civeo Common Stock is duly transferred in accordance with this Section 3.4 and applicable lawLaw, WPX from and after the effective time of the Distribution, Civeo will regard the Persons entitled to receive such WPX Civeo Common Stock as record holders of WPX Civeo Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such Persons. WPX Civeo agrees that, subject to any transfers of such stock, from and after the effective time of the Distribution (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 WPX Civeo 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, of the shares of WPX Civeo Common Stock then held by such holder. (d) Notwithstanding anything to the contrary in this Section 4.4, in the event that the Distribution is not made in the form of a pro rata distribution of WPX Common Stock to holders of WMB Common Stock, the above provisions of this Section 4.4 will not apply to the Distribution. (e) If WMB determines (in its sole discretion) to effect the separation of WPX from WMB through a transaction other than the Distribution (whether by means of a split off, a share exchange or otherwise), WPX shall use commercially reasonable efforts to take all actions (or refrain from any actions) reasonably requested by WMB in connection therewith.

Certain Stockholder Matters. (a) Subject to Section 4.3 5.3 hereof, on or prior to the Distribution Date, WMB Agilent will deliver to a distribution agent to be appointed by WMB Agilent (the “"Distribution Agent”") for the benefit of holders of record of WMB Agilent Common Stock on the Record Date, a single stock share certificate, endorsed by WMB Agilent in blank, representing all of the outstanding shares of WPX Common Stock Verigy Ordinary Shares then owned by WMBAgilent, and WMB Agilent will instruct the Distribution Agent to deliver to the WPX Verigy Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of WMB Agilent Common Stock entitled to receive shares of WPX Common Stock Verigy Ordinary Shares in connection with the Distribution. WMB Agilent 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 Verigy Ordinary Shares to each such holder or designated transferee(s) of such holder. WMB Agilent will cooperate, and will instruct the Distribution Agent to cooperate, with WPX Verigy and the WPX Verigy Transfer Agent, and WPX Verigy will cooperate, and will instruct the WPX Verigy Transfer Agent to cooperate, with WMB Agilent 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 Verigy Ordinary Shares to be distributed to the holders of WMB Agilent Common Stock in connection with the Distribution. (b) Subject to Section 4.4(d5.4(d), each holder of WMB Agilent 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 shares of WPX Common Stock Verigy Ordinary Shares equal to the number of shares of WMB Agilent 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 Verigy Ordinary Shares beneficially owned by WMB Agilent or any other member of the WMB Agilent Group on the Record Date, and (ii) the denominator of which is the number of Shares shares of WMB Agilent 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 Verigy Ordinary Shares are duly transferred in accordance with applicable law, WPX from and after the Distribution Date, Verigy will regard the Persons entitled to receive such WPX Common Stock Verigy Ordinary Shares as record holders of WPX Common Stock Verigy Ordinary Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. WPX Verigy 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 WPX Common Stock Verigy Ordinary Shares 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 WPX Common Stock Verigy Ordinary Shares then held by such holder. (d) Notwithstanding anything to the contrary in this Section 4.45.4, in the event that the Distribution is not made in the form of a pro rata distribution of WPX Common Stock Verigy Ordinary Shares to holders of WMB Agilent Common Stock, the above provisions of this Section 4.4 5.4 will not apply to the Distribution. (e) If WMB determines (in its sole discretion) to effect the separation of WPX from WMB through a transaction other than the Distribution (whether by means of a split off, a share exchange or otherwise), WPX shall use commercially reasonable efforts to take all actions (or refrain from any actions) reasonably requested by WMB in connection therewith.. ARTICLE VI