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, Motorola will deliver to a distribution agent to be appointed by Motorola (the “Distribution Agent”) for the benefit of holders of record of Motorola Common Stock on the Record Date, a single stock certificate, endorsed by Motorola in blank, representing all of the outstanding shares of Freescale Common Stock then owned by Motorola, and Motorola will instruct the Distribution Agent to deliver to the Freescale Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of Motorola Common Stock entitled to receive shares of Freescale Common Stock in connection with the Distribution. 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 Freescale Common Stock to each such holder or designated transferee(s) of such holder. Motorola will cooperate, and will instruct the Distribution Agent to cooperate, with Freescale and the Freescale Transfer Agent, and Freescale will cooperate, and will instruct the Freescale Transfer Agent to cooperate, with 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 Freescale Common Stock to be distributed to the holders of Motorola Common Stock in connection with the Distribution.