Common use of Certain Stockholder Matters Clause in Contracts

Certain Stockholder Matters. (a) Subject to Section 3.3, on or prior to the Distribution Date, nVent will deliver to the Agent for the benefit of Qualifying Pentair Shareholders all of the nVent Ordinary Shares to be delivered in the Distribution, and shall, to the extent permitted by applicable Law, cause the transfer agent for the Pentair Ordinary Shares to instruct the Agent to distribute on the Distribution Date the appropriate number of nVent Ordinary Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. nVent will not issue paper stock certificates. The Distribution shall be effective at the Effective Time. (b) Subject to Section 3.3, each Qualifying Pentair Shareholder will be entitled to receive in the Distribution a number of whole nVent Ordinary Shares equal to the number of Pentair Ordinary Shares held by such holder on the Record Date multiplied by the Distribution Ratio and rounded down to the nearest whole number, with any residual fractional interest dealt with in accordance with paragraph (c) below. (c) No fractional interests in nVent Ordinary Shares will be distributed or credited to book-entry accounts in connection with the Distribution. As soon as practicable after the Distribution Date, nVent shall direct the Agent to determine the fractional interests in nVent Ordinary Shares which would have been allocable to each holder of record or beneficial owner of Pentair Ordinary Shares as of the Record Date had no rounding down occurred as part of the calculation in Section 3.4(b), to aggregate all such fractional interests into whole nVent Ordinary Shares and to sell those whole shares in open market transactions (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such holder or for the benefit of each such beneficial owner, in lieu of any fractional interest, such holder’s or owner’s ratable share of the proceeds of such sale, after deducting any Taxes required to be withheld and after deducting an amount equal to all brokerage charges, commissions and transfer Taxes attributed to such sale. Neither Pentair nor nVent will be required to guarantee any minimum sale price for the relevant nVent Ordinary Shares. Neither Pentair nor nVent will be required to pay any interest on the proceeds from the sale of such nVent Ordinary Shares. (d) Until the nVent Ordinary Shares are delivered in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, nVent will regard the Persons entitled to receive such nVent Ordinary Shares as record holders of nVent Ordinary Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. nVent agrees that, subject to any transfers of such shares, from and after the Effective Time (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 nVent 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 evidence of ownership of the nVent Ordinary Shares then held by such holder. (e) Immediately following the Effective Time, nVent shall acquire by surrender, for no consideration, the Initial Share Capital (with the exception of the Initial nVent Preferred Share) and, immediately following the issuance of a bonus preferred share (the “Bonus Share”) to the holder of the Initial nVent Preferred Share (such issuance to occur no earlier than a day after the Distribution Date), nVent shall acquire by surrender, for no consideration, the Initial nVent Preferred Share and the Bonus Share.

Certain Stockholder Matters. (a) Subject to Section 3.3, on or prior to the Distribution Date, nVent Emergent will deliver to the Agent for the benefit of Qualifying Pentair Shareholders the Record Holders book-entry transfer authorizations for all of the nVent Ordinary Aptevo Common Shares to be delivered in the Distribution, and shall, to the extent permitted by applicable Law, shall cause the transfer agent for the Pentair Ordinary Shares to instruct the Agent to distribute on the Distribution Date the appropriate number of nVent Ordinary Aptevo Common Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. nVent will not issue paper stock certificates. The Distribution shall be effective at the Effective Time. (b) Subject to Section 3.3, each Qualifying Pentair Shareholder Record Holder will be entitled to receive in the Distribution a number of whole nVent Ordinary Aptevo Common Shares equal to the number of Pentair Ordinary Emergent Common 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. Emergent shall instruct the Agent to distribute such Aptevo Common Shares to the Record Holders as soon as practicable following the Effective Time. Aptevo agrees to provide all book-entry transfer authorizations for Aptevo Common Shares that Emergent or the Agent shall require in order to effect the Distribution. (c) No fractional interests in nVent Ordinary Aptevo Common Shares will be distributed or credited to book-entry accounts in connection with the Distribution. As soon as practicable after the Distribution Date, nVent Emergent shall direct the Agent to determine the fractional interests in nVent Ordinary Aptevo Common Shares which would have been allocable to each holder of record or beneficial owner of Pentair Ordinary Emergent Common Shares as of the Record Date had no rounding down occurred as part of the calculation in Section 3.4(b)paragraph (b) above, to aggregate all such fractional interests into whole nVent Ordinary Aptevo Common Shares and to sell those whole shares in open market transactions (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such holder or for the benefit of each such beneficial owner, in lieu of any fractional interest, such holder’s or owner’s ratable share of the proceeds of such sale, after deducting any Taxes required to be withheld and after deducting an amount equal to all brokerage charges, commissions and transfer Taxes attributed to such sale. Neither Pentair Emergent nor nVent Aptevo will be required to guarantee any minimum sale price for the relevant nVent Ordinary Aptevo Common Shares. Neither Pentair Emergent nor nVent Aptevo will be required to pay any interest on the proceeds from the sale of such nVent Ordinary Aptevo Common Shares. (d) Until the nVent Ordinary Aptevo Common Shares are delivered in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, nVent Aptevo will regard the Persons entitled to receive such nVent Ordinary Aptevo Common Shares as record holders of nVent Ordinary Aptevo Common Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. nVent Aptevo agrees that, subject to any transfers of such shares, from and after the Effective Time (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 nVent Ordinary Aptevo Common 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 evidence of ownership of the nVent Ordinary Aptevo Common Shares then held by such holder. (e) Immediately following the Effective Time, nVent shall acquire Any Aptevo Common Shares or cash in lieu of fractional shares with respect to Aptevo Common Shares that remain unclaimed by surrender, for no consideration, the Initial Share Capital any Record Holder one hundred and eighty (with the exception of the Initial nVent Preferred Share180) and, immediately following the issuance of a bonus preferred share (the “Bonus Share”) to the holder of the Initial nVent Preferred Share (such issuance to occur no earlier than a day days after the Distribution Date)Date shall be delivered to Aptevo, nVent Aptevo shall acquire by surrender, hold such Aptevo Common Shares for no consideration, the Initial nVent Preferred Share account of such Record Holder and the Bonus ShareParties agree that all obligations to provide such Aptevo Common Shares and cash, if any, in lieu of fractional share interests shall be obligations of Aptevo, subject in each case to applicable escheat or other abandoned property Laws, and Emergent shall have no Liability with respect thereto.

Certain Stockholder Matters. (a) Subject to Section 3.3, on or prior to the Distribution Date, nVent Emergent will deliver to the Agent for the benefit of Qualifying Pentair Shareholders the Record Holders book-entry transfer authorizations for all of the nVent Ordinary Aptevo Common Shares to be delivered in the Distribution, and shall, to the extent permitted by applicable Law, shall cause the transfer agent for the Pentair Ordinary Shares to instruct the Agent to distribute on the Distribution Date the appropriate number of nVent Ordinary Aptevo Common Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. nVent will not issue paper stock certificates. The Distribution shall be effective at the Effective Time. (b) Subject to Section 3.3, each Qualifying Pentair Shareholder Record Holder will be entitled to receive in the Distribution a number of whole nVent Ordinary Aptevo Common Shares equal to the number of Pentair Ordinary Emergent Common 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. Emergent shall instruct the Agent to distribute such Aptevo Common Shares to the Record Holders as soon as practicable following the Effective Time. Aptevo agrees to provide all book-entry transfer authorizations for Aptevo Common Shares that Emergent or the Agent shall require in order to effect the Distribution. (c) No fractional interests in nVent Ordinary Aptevo Common Shares will be distributed or credited to book-entry accounts in connection with the Distribution. As soon as practicable after the Distribution Date, nVent Emergent shall direct the Agent to determine the fractional interests in nVent Ordinary Aptevo Common Shares which would have been allocable to each holder of record or beneficial owner of Pentair Ordinary Emergent Common Shares as of the Record Date had no rounding down occurred as part of the calculation in Section 3.4(b)paragraph (b) above, to aggregate all such fractional interests into whole nVent Ordinary Aptevo Common Shares and to sell those whole shares in open market transactions (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such holder or for the benefit of each such beneficial owner, in lieu of any fractional interest, such holder’s 's or owner’s 's ratable share of the proceeds of such sale, after deducting any Taxes required to be withheld and after deducting an amount equal to all brokerage charges, commissions and transfer Taxes attributed to such sale. Neither Pentair Emergent nor nVent Aptevo will be required to guarantee any minimum sale price for the relevant nVent Ordinary Aptevo Common Shares. Neither Pentair Emergent nor nVent Aptevo will be required to pay any interest on the proceeds from the sale of such nVent Ordinary Aptevo Common Shares. (d) Until the nVent Ordinary Aptevo Common Shares are delivered in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, nVent Aptevo will regard the Persons entitled to receive such nVent Ordinary Aptevo Common Shares as record holders of nVent Ordinary Aptevo Common Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. nVent Aptevo agrees that, subject to any transfers of such shares, from and after the Effective Time (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 nVent Ordinary Aptevo Common 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 evidence of ownership of the nVent Ordinary Aptevo Common Shares then held by such holder. (e) Immediately following the Effective Time, nVent shall acquire Any Aptevo Common Shares or cash in lieu of fractional shares with respect to Aptevo Common Shares that remain unclaimed by surrender, for no consideration, the Initial Share Capital any Record Holder one hundred and eighty (with the exception of the Initial nVent Preferred Share180) and, immediately following the issuance of a bonus preferred share (the “Bonus Share”) to the holder of the Initial nVent Preferred Share (such issuance to occur no earlier than a day days after the Distribution Date)Date shall be delivered to Aptevo, nVent Aptevo shall acquire by surrender, hold such Aptevo Common Shares for no consideration, the Initial nVent Preferred Share account of such Record Holder and the Bonus ShareParties agree that all obligations to provide such Aptevo Common Shares and cash, if any, in lieu of fractional share interests shall be obligations of Aptevo, subject in each case to applicable escheat or other abandoned property Laws, and Emergent shall have no Liability with respect thereto.

Certain Stockholder Matters. (a) Subject to Section 3.3, on or prior to the Distribution Date, nVent Mallinckrodt will deliver to the Agent for the benefit of Qualifying Pentair Covidien Shareholders all of the nVent Mallinckrodt Ordinary Shares to be delivered in the Distribution, and shall, to the extent permitted by applicable Law, shall cause the transfer agent for the Pentair Covidien Ordinary Shares to instruct the Agent to distribute on the Distribution Date the appropriate number of nVent Mallinckrodt Ordinary Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. nVent Mallinckrodt will not issue paper stock certificates. The Distribution shall be effective at the Effective Time. (b) Subject to Section 3.3, each Qualifying Pentair Covidien Shareholder will be entitled to receive in the Distribution a number of whole nVent Mallinckrodt Ordinary Shares equal to the number of Pentair 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 nVent Mallinckrodt Ordinary Shares will be distributed or credited to book-entry accounts in connection with the Distribution. As soon as practicable after the Distribution Date, nVent Covidien shall direct the Agent to determine the fractional interests in nVent Mallinckrodt Ordinary Shares which would have been allocable to each holder of record or beneficial owner of Pentair Ordinary Shares as of the Record Date Qualifying Covidien Shareholder had no rounding down occurred as part of the calculation in Section 3.4(b)paragraph (b) above, to aggregate all such fractional interests into whole nVent Mallinckrodt Ordinary Shares and to sell those whole shares in open market transactions (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such holder or for the benefit of each such beneficial owner, in lieu of any fractional interest, such holder’s or owner’s ratable share of the proceeds of such sale, after deducting any Taxes required to be withheld and after deducting an amount equal to all brokerage charges, commissions and transfer Taxes attributed to such sale. Neither Pentair Covidien nor nVent Mallinckrodt will be required to guarantee any minimum sale price for the relevant nVent Mallinckrodt Ordinary Shares. Neither Pentair Covidien nor nVent Mallinckrodt will be required to pay any interest on the proceeds from the sale of such nVent Mallinckrodt Ordinary Shares. (d) Until the nVent Mallinckrodt Ordinary Shares are delivered duly issued in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, nVent Mallinckrodt will regard the Persons entitled to receive such nVent Mallinckrodt Ordinary Shares as record holders of nVent Mallinckrodt Ordinary Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. nVent Mallinckrodt agrees that, subject to any transfers of such shares, from and after the Effective Time (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 nVent Mallinckrodt 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 evidence of ownership of the nVent Mallinckrodt Ordinary Shares then held by such holder. (e) Immediately following At the Effective Time, nVent Mallinckrodt shall acquire by surrenderand cancel, for no consideration, the Initial Share Capital (with the exception of the Initial nVent Preferred Share) and, immediately following the issuance of a bonus preferred share (the “Bonus Share”) to the holder of the Initial nVent Preferred Share (such issuance to occur no earlier than a day after the Distribution Date), nVent shall acquire by surrender, for no consideration, the Initial nVent Preferred Share and the Bonus ShareCapital.