Common use of Certain Stockholder Matters Clause in Contracts

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. From (a) Subject to Section 3.3, on or prior to the Distribution Date, Mallinckrodt will deliver to the Agent for the benefit of Qualifying Covidien Shareholders all of the Mallinckrodt Ordinary Shares to be delivered in the Distribution, and after shall cause the distribution transfer agent for the Covidien Ordinary Shares to instruct the Agent to distribute on the Distribution Date the appropriate number of Ribapharm Common Stock Mallinckrodt Ordinary Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Mallinckrodt will not issue paper stock certificates. The Distribution shall be effective at the Effective Time. (b) Subject to Section 3.3, each Qualifying Covidien Shareholder will be entitled to receive in the Distribution a number of whole Mallinckrodt Ordinary Shares equal to the number of Covidien 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 Mallinckrodt Ordinary Shares will be distributed or credited to book-entry accounts in connection with any transaction(s) included the Distribution. As soon as practicable after the Distribution Date, Covidien shall direct the Agent to determine the fractional interests in Mallinckrodt Ordinary Shares which would have been allocable to each holder of record or beneficial owner of Covidien Ordinary Shares as of the Record Date had no rounding down occurred as part of the Distribution calculation in paragraph (b) above, to aggregate all such fractional interests into whole Mallinckrodt Ordinary Shares and until 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 Ribapharm Common Stock is duly transferred 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 Covidien nor Mallinckrodt will be required to guarantee any minimum sale price for the relevant Mallinckrodt Ordinary Shares. Neither Covidien nor Mallinckrodt will be required to pay any interest on the proceeds from the sale of such Mallinckrodt Ordinary Shares. (d) Until the Mallinckrodt Ordinary Shares are delivered in accordance with this Section 3.4 and applicable lawLaw, Ribapharm shall from and after the Effective Time, Mallinckrodt will regard the Persons receiving Ribapharm Common Stock in entitled to receive such transaction(s) Mallinckrodt Ordinary Shares as record holders of Ribapharm Common Stock Mallinckrodt Ordinary Shares in accordance with the terms of such transaction(s) the Distribution without requiring any action on the part of such Persons. Ribapharm Mallinckrodt agrees that, subject to any transfers of such stockshares, from and after the Effective Time (ai) each such holder shall 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 Ribapharm Common Stock Mallinckrodt Ordinary Shares then held by such holder holder, and (bii) each such holder shall 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 Ribapharm Common Stock Mallinckrodt Ordinary Shares then held by such holder. ICN . (e) At the Effective Time, Mallinckrodt shall cooperateacquire and cancel, 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 offor no consideration, 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 DistributionInitial Share Capital.

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.

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.

Certain Stockholder Matters. (a) Subject to Section 4.3, Tronox and Parent, as the case may be, will provide to the Agent all share certificates and any information required in order to complete the Section 355 Transaction. (b) From and after the distribution of Ribapharm Common Stock in connection with any transaction(s) included as part of the Distribution Section 355 Transaction and until such Ribapharm the Tronox Class B Common Stock is duly transferred in accordance with applicable law, Ribapharm Tronox shall regard the Persons receiving Ribapharm entitled to receive such Tronox Class B Common Stock in such transaction(s) transaction as record holders of Ribapharm Tronox Class B Common Stock in accordance with the terms of such transaction(s) transaction without requiring any action on the part of such Persons. Ribapharm Tronox agrees that, subject to any transfers of such stock, (ai) each such holder shall will be entitled to receive all dividends payable on, and exercise all voting rights rights, and all other rights and privileges with respect to, the shares of Ribapharm Tronox Class B Common Stock then held by such holder holder, and (bii) each such holder shall will be entitled, without any action on the part of such holder, entitled to receive one or more certificates representing, or other evidence of ownership of, the shares of Ribapharm Tronox Class B Common Stock then held by such holder. ICN shall Parent will cooperate, and shall will instruct the ICN Transfer Agent and Parent’s transfer agent to cooperate, with Ribapharm Tronox and the Ribapharm Transfer AgentTronox’s transfer agent, and Ribapharm shall Tronox will cooperate, and shall will instruct the Ribapharm Transfer Agent its transfer agent to cooperate, with ICN Parent and the ICN Transfer Agent, in connection with all aspects of the Distribution Section 355 Transaction and all other matters relating to the issuance and delivery of certificates representing, or other evidence of ownership of, the shares of Ribapharm Tronox Class B Common Stock to be distributed to the holders of ICN Parent Common Stock in connection with any transaction(s) included as part of the Distributionsuch transaction. Following the Distributionany Section 355 Transaction, ICN Parent shall promptly, but in no event later than two Business Days thereafter, instruct the ICN Transfer Agent or Parent’s transfer agent to deliver to the Ribapharm Transfer Agent Tronox’s transfer agent true, correct and complete copies of the stock and transfer records reflecting the holders of ICN the Parent Common Stock receiving entitled to receive shares of Ribapharm the Tronox Class B Common Stock in connection with any transaction(s) included as part of the DistributionStock.

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.

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.

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.

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.

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.