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.
Appears in 5 contracts
Samples: Affiliation and Distribution Agreement (Ribapharm Inc), Affiliation and Distribution Agreement (Ribapharm Inc), Affiliation and Distribution Agreement (Ribapharm Inc)
Certain Stockholder Matters. From and after the distribution of Ribapharm Blockbuster Common Stock in connection with any transaction(s) included as part of the Distribution Split-Off and until such Ribapharm Blockbuster Common Stock is duly transferred in accordance with applicable law, Ribapharm Blockbuster shall regard the Persons receiving Ribapharm Blockbuster Common Stock in such transaction(s) as record holders of Ribapharm Blockbuster Common Stock in accordance with the terms of such transaction(s) without requiring any action on the part of such Persons. Ribapharm Blockbuster 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 Blockbuster 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 Blockbuster Common Stock then held by such holder. ICN Viacom shall cooperate, and shall instruct the ICN Viacom Transfer Agent to cooperate, with Ribapharm Blockbuster and the Ribapharm Blockbuster Transfer Agent, and Ribapharm Blockbuster shall cooperate, and shall instruct the Ribapharm Blockbuster Transfer Agent to cooperate, with ICN Viacom and the ICN Viacom Transfer Agent, in connection with all aspects of the Distribution Split-Off and all other matters relating to the issuance and delivery of certificates representing, or other evidence of ownership of, the shares of Ribapharm Blockbuster Common Stock distributed to the holders of ICN Viacom Common Stock in connection with any transaction(s) included as part of the DistributionSplit-Off. Following the DistributionSplit-Off, ICN Viacom shall promptly, but in no event no later than two business days thereafter, instruct the ICN Viacom Transfer Agent to deliver to the Ribapharm Blockbuster Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of ICN Viacom Common Stock receiving shares of Ribapharm Blockbuster Common Stock in connection with any transaction(s) included as part of the DistributionSplit-Off.
Appears in 3 contracts
Samples: Offering and Split Off Agreement (Blockbuster Inc), Offering and Split Off Agreement (Blockbuster Inc), Offering and Split Off Agreement (Blockbuster Inc)
Certain Stockholder Matters. From and after the distribution of Ribapharm Atlas Common Stock in connection with any transaction(s) included as part of the Distribution Spin-Off and until such Ribapharm Atlas Common Stock is duly transferred in accordance with applicable law, Ribapharm Atlas shall regard the Persons receiving Ribapharm Atlas Common Stock in such transaction(s) as record holders of Ribapharm Atlas Common Stock in accordance with the terms of such transaction(s) without requiring any action on the part of such Persons. Ribapharm Atlas 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 Atlas 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 Atlas Common Stock then held by such holder. ICN RAI shall cooperate, and shall instruct the ICN RAI Transfer Agent to cooperate, with Ribapharm Atlas and the Ribapharm Atlas Transfer Agent, and Ribapharm Atlas shall cooperate, and shall instruct the Ribapharm Atlas Transfer Agent to cooperate, with ICN RAI and the ICN RAI Transfer Agent, in connection with all aspects of the Distribution Spin-Off and all other matters relating to the issuance and delivery of certificates representing, or other evidence of ownership of, the shares of Ribapharm Atlas Common Stock distributed to the holders of ICN RAI Common Stock in connection with any transaction(s) included as part of the DistributionSpin-Off. Following the DistributionSpin-Off, ICN RAI shall promptly, but in no event no later than two business days thereafter, instruct the ICN RAI Transfer Agent to deliver to the Ribapharm Atlas Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of ICN RAI Common Stock receiving shares of Ribapharm Atlas Common Stock in connection with any transaction(s) included as part of the DistributionSpin-Off.
Appears in 2 contracts
Samples: Master Separation and Distribution Agreement (Atlas America Inc), Master Separation and Distribution Agreement (Atlas America Inc)
Certain Stockholder Matters. From and after the distribution of Ribapharm GameStop Common Stock in connection with any transaction(s) included as part of the Distribution and until such Ribapharm time as GameStop Common Stock is duly transferred in accordance with applicable law, Ribapharm GameStop shall regard the Persons receiving Ribapharm GameStop Common Stock in such transaction(s) as record holders of Ribapharm GameStop Common Stock in accordance with the terms of such transaction(s) without requiring any action on the part of such Persons. Ribapharm GameStop 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 GameStop 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 GameStop Common Stock then held by such holder. ICN Barnes & Noble shall cooperate, and shall instruct the ICN Transfer Agent Barnes & Noble Xxxxxfer Xxxxt to cooperate, with Ribapharm GameStop and the Ribapharm GamxXxxx Transfer Agent, and Ribapharm GameStop shall cooperate, and shall instruct the Ribapharm GameStop Transfer Agent to cooperate, with ICN Barnes & Noble and the ICN Barnes & Noble Transfer Agent, in connection with all aspects wxxx xxl axxxxxs of the Distribution Xxxxxxbution and all other matters relating to the issuance and delivery of certificates representing, or other evidence of ownership of, the shares of Ribapharm GameStop Common Stock distributed to the holders of ICN Barnes & Noble Common Stock in connection with any transaction(s) included incxxxxx as part xxxx of the Distribution. Following the Distribution, ICN Barnes & Noble shall instruct the ICN Barnes & Noble Transfer Agent to deliver dexxxxx to the Ribapharm GameStop Transfer Agent trueAgexx xxxe, correct xxxxxct and complete copies of the stock and transfer records reflecting the holders of ICN Barnes & Noble Common Stock receiving shares of Ribapharm GameStop Common Stock in connection xx xxnnection with any transaction(s) included as part of the Distribution.
Appears in 1 contract
Samples: Separation Agreement (Gamestop Corp)
Certain Stockholder Matters. From and after the distribution of Ribapharm PFSweb Common Stock in connection with any transaction(s) included as part of the Distribution and until such Ribapharm PFSweb Common Stock is duly transferred in accordance with applicable law, Ribapharm PFSweb shall regard the Persons receiving Ribapharm PFSweb Common Stock in such transaction(s) as record holders of Ribapharm PFSweb Common Stock in accordance with the terms of such transaction(s) without requiring any action on the part of such Persons. Ribapharm 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 Ribapharm 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 Ribapharm PFSweb Common Stock then held by such holder. ICN Daisytek International and Daisytek shall cooperate, and shall instruct the ICN Daisytek Transfer Agent to cooperate, with Ribapharm PFSweb and the Ribapharm PFSweb Transfer Agent, and Ribapharm PFSweb shall cooperate, and shall instruct the Ribapharm PFSweb Transfer Agent to cooperate, with ICN Daisytek International, Daisytek and the ICN Daisytek 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 PFSweb Common Stock distributed to the holders of ICN Daisytek Common Stock in connection with any transaction(s) included as part of the Distribution. Following the Distribution, ICN Daisytek International shall instruct the ICN Daisytek Transfer Agent to deliver to the Ribapharm PFSweb Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of ICN Daisytek Common Stock receiving shares of Ribapharm PFSweb Common Stock in connection with any transaction(s) included as part of the Distribution.
Appears in 1 contract
Certain Stockholder Matters. From and after the --------------------------- distribution of Ribapharm Blockbuster Common Stock in connection with any transaction(s) included as part of the Distribution Split-Off and until such Ribapharm Blockbuster Common Stock is duly transferred in accordance with applicable law, Ribapharm Blockbuster shall regard the Persons receiving Ribapharm Blockbuster Common Stock in such transaction(s) as record holders of Ribapharm Blockbuster Common Stock in accordance with the terms of such transaction(s) without requiring any action on the part of such Persons. Ribapharm Blockbuster 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 Blockbuster 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 Blockbuster Common Stock then held by such holder. ICN Viacom shall cooperate, and shall instruct the ICN Viacom Transfer Agent to cooperate, with Ribapharm Blockbuster and the Ribapharm Blockbuster Transfer Agent, and Ribapharm Blockbuster shall cooperate, and shall instruct the Ribapharm Blockbuster Transfer Agent to cooperate, with ICN Viacom and the ICN Viacom Transfer Agent, in connection with all aspects of the Distribution Split-Off and all other matters relating to the issuance and delivery of certificates representing, or other evidence of ownership of, the shares of Ribapharm Blockbuster Common Stock distributed to the holders of ICN Viacom Common Stock in connection with any transaction(s) included as part of the DistributionSplit-Off. Following the DistributionSplit-Off, ICN Viacom shall promptly, but in no event no later than two business days thereafter, instruct the ICN Viacom Transfer Agent to deliver to the Ribapharm Blockbuster Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of ICN Viacom Common Stock receiving shares of Ribapharm Blockbuster Common Stock in connection with any transaction(s) included as part of the DistributionSplit-Off.
Appears in 1 contract
Certain Stockholder Matters. From and after the distribution of Ribapharm OSCA Common Stock in connection with any transaction(s) included as part of the Distribution and until such Ribapharm OSCA Common Stock is duly transferred in accordance with applicable law, Ribapharm OSCA shall regard the Persons receiving Ribapharm OSCA Common Stock in such transaction(s) as record holders of Ribapharm OSCA Common Stock in accordance with the terms of such transaction(s) without requiring any action on the part of such Persons. Ribapharm OSCA 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 OSCA 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 OSCA Common Stock then held by such holder. ICN GLC shall cooperate, and shall instruct the ICN GLC Transfer Agent to cooperate, with Ribapharm OSCA and the Ribapharm OSCA Transfer Agent, and Ribapharm OSCA shall cooperate, and shall instruct the Ribapharm OSCA Transfer Agent to cooperate, with ICN GLC and the ICN GLC 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 OSCA Common Stock distributed to the holders of ICN GLC Common Stock in connection with any transaction(s) included as part of the Distribution. Following the Distribution, ICN GLC shall instruct the ICN GLC Transfer Agent to deliver to the Ribapharm OSCA Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of ICN GLC Common Stock receiving shares of Ribapharm OSCA Common Stock in connection with any transaction(s) included as part of the Distribution.
Appears in 1 contract
Certain Stockholder Matters. From and after the distribution of Ribapharm Blockbuster Common Stock in connection with any transaction(s) included as part of the Distribution Split-Off and until such Ribapharm Blockbuster Common Stock is duly transferred in accordance with applicable law, Ribapharm Blockbuster shall regard the Persons receiving Ribapharm Blockbuster Common Stock in such transaction(s) as record holders of Ribapharm Blockbuster Common Stock in accordance with the terms of such transaction(s) without requiring any action on the part of such Persons. Ribapharm Blockbuster 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 Blockbuster 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 Blockbuster Common Stock then held by such holder. ICN Viacom shall cooperate, and shall instruct the ICN Viacom Transfer Agent to cooperate, with Ribapharm Blockbuster and the Ribapharm Blockbuster Transfer Agent, and Ribapharm Blockbuster shall cooperate, and shall instruct the Ribapharm Blockbuster Transfer Agent to cooperate, with ICN Viacom and the ICN Viacom Transfer Agent, in connection with all aspects of the Distribution Split-Off and all other matters relating to the issuance and delivery of certificates representing, or other evidence of ownership of, the shares of Ribapharm Blockbuster Common Stock distributed to the holders of ICN Viacom Common Stock in connection with any transaction(s) included as part of the DistributionSplit-Off. Following the DistributionSplit-Off, ICN Viacom shall promptly, but in no event later than two business days thereafter, instruct the ICN Viacom Transfer Agent to deliver to the Ribapharm Blockbuster Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of ICN Viacom Common Stock receiving shares of Ribapharm Blockbuster Common Stock in connection with any transaction(s) included as part of the DistributionSplit-Off.
Appears in 1 contract
Samples: Initial Public Offering and Split Off Agreement (Blockbuster Inc)