Common use of Distribution and Merger Clause in Contracts

Distribution and Merger. (a) Prior to the Effective Time, on the Closing Date, Xxxxxx and Spinco shall, subject to Section 6.7 hereof, on behalf of and as agent for holders as of the Xxxxxx Record Date of Xxxxxx Common Stock, effect the Distribution and deliver or cause to be delivered, to such bank or trust company as shall be selected by Xxxxxx and be reasonably acceptable to Hanover (the “Exchange Agent”), a certificate (the “Distribution Certificate”) representing that number of Spinco Interests that is equal to the number of shares of Xxxxxx Common Stock that are outstanding as of the Xxxxxx Record Date (other than treasury shares, if any). Until the Effective Time, the Exchange Agent shall hold the Spinco Interests represented by the Distribution Certificate on behalf of and as agent for holders as of the Xxxxxx Record Date of Xxxxxx Common Stock. Until the Effective Time, the Spinco Interests represented by the Distribution Certificate shall not be transferred and the Exchange Agent shall not deliver any Spinco Interests represented by the Distribution Certificate to any stockholder of Xxxxxx. (b) Upon the terms and subject to the conditions of this Agreement, and in accordance with the MGCL and the DLLCA, at the Effective Time: (i) Spinco shall be merged into Hanover, the separate existence of Spinco shall cease and Hanover shall continue as the surviving corporation (referred to herein as the “Surviving Corporation”) and shall succeed to and assume all the rights and obligations of Spinco in accordance with the MGCL and the DLLCA and (ii) the charter of Hanover and bylaws of Hanover as in effect immediately prior to the Effective Time shall be the charter and bylaws of the Surviving Corporation in effect immediately following the Effective Time, which, in accordance with Section 7.12, shall be the Amended and Restated Charter and the Amended and Restated Bylaws, respectively. (c) From and after the Effective Time, the directors of the Surviving Corporation shall be divided equally (or as nearly as possible) into approximately three classes and shall consist of seven directors. One director of the Surviving Corporation, Xxxx Xxxxxxxx, has been designated by Hanover. Six directors of the Surviving Corporation, and the class of each director of the Surviving Corporation from and after the Effective Time (including the director designated by Hanover), shall be designated by Spinco, in its sole discretion, prior to the Effective Time by providing written notice thereof to Hanover, and in any event no later than such time as would reasonably be required for Hanover to include such designations in the Proxy Statement/Prospectus. Spinco may change in its sole discretion any or all of its six designees at any time prior to the Effective Time by providing written notice thereof to Hanover. Hanover may change its designee prior to the Effective Time with the prior written consent of Spinco, which shall not be unreasonably withheld or delayed. The officers of Spinco immediately prior to the Effective Time shall, from and after the Effective Time, be the initial officers of the Surviving Corporation; provided that Xxxx Xxxxxxxx and Xxxx Xxxxxxx will serve as senior officers of the Surviving Corporation or one or more of its Subsidiaries after the Effective Time. Such directors and officers shall serve until the expiration of their respective terms of office and until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s charter and bylaws. (d) From and after the Effective Time, the Surviving Corporation’s executive headquarters will be located in Tampa, Florida. (e) Immediately following the Effective Time, Hanover’s name shall be Xxxxxx Investment Management Corporation. (f) The Merger shall have the effects set forth in this Article 2 and the applicable provisions of the DLLCA and the MGCL.

Distribution and Merger. (a) Prior to the Effective Time, on the Closing Date, Xxxxxx and Spinco Heinz shall, subject to Section 6.7 hereof, on behalf of the terms and as agent for holders as conditions of the Xxxxxx Record Date of Xxxxxx Common StockSeparation Agreement, effect the Contribution and the Distribution and deliver or cause to be delivered, to such bank or trust company as shall be selected by Xxxxxx Del Monte and be reasonably acceptable to Hanover Heinz (the “"Exchange Agent”"), a certificate (the “"Distribution Stock Certificate”") representing that number of shares of Spinco Interests Common Stock that is equal to the number of shares of Xxxxxx Heinz Common Stock that are outstanding as of the Xxxxxx Heinz Record Date (other than treasury shares, if any). Until the Effective Time, the Exchange Agent shall hold the shares of Spinco Interests Common Stock represented by the Distribution Stock Certificate on behalf of and as agent for holders the Heinz shareholders as of the Xxxxxx Heinz Record Date of Xxxxxx Common StockDate. Until the Effective Time, the shares of Spinco Interests Common Stock represented by the Distribution Stock Certificate shall not be transferred and the Exchange Agent shall not deliver any shares of Spinco Interests Common Stock represented by the Distribution Stock Certificate to any stockholder shareholder of XxxxxxHeinz. (b) Immediately prior to the Effective Time, the issued and outstanding capital stock of Merger Sub shall consist of only shares of common stock, all of which shall be owned directly by Del Monte. (c) Upon the terms and subject to the conditions of this Agreement, and in accordance with the MGCL NYBCL and the DLLCADGCL, at the Effective Time: (i) Spinco Merger Sub shall be merged with and into HanoverSpinco, the separate existence of Spinco Merger Sub shall cease and Hanover Spinco shall continue as the surviving corporation (sometimes referred to herein as the “"Surviving Corporation”") and shall succeed to and assume all the rights and obligations of Spinco Merger Sub in accordance with the MGCL NYBCL and the DLLCA DGCL and (ii) the charter certificate of Hanover and bylaws incorporation of Hanover Spinco as in effect immediately prior to the Effective Time shall be amended so as to read in its entirety in the charter and bylaws of the Surviving Corporation in effect immediately following the Effective Timeform attached hereto as Exhibit A, whichand, in accordance with Section 7.12as so amended, shall thereafter be the Amended and Restated Charter and the Amended and Restated Bylaws, respectively. (c) From and after the Effective Time, the directors of the Surviving Corporation shall be divided equally (or as nearly as possible) into approximately three classes and shall consist of seven directors. One director of the Surviving Corporation, Xxxx Xxxxxxxx, has been designated by Hanover. Six directors of the Surviving Corporation, and the class of each director of the Surviving Corporation from and after the Effective Time (including the director designated by Hanover), shall be designated by Spinco, in its sole discretion, prior to the Effective Time by providing written notice thereof to Hanover, and in any event no later than such time as would reasonably be required for Hanover to include such designations in the Proxy Statement/Prospectus. Spinco may change in its sole discretion any or all of its six designees at any time prior to the Effective Time by providing written notice thereof to Hanover. Hanover may change its designee prior to the Effective Time with the prior written consent of Spinco, which shall not be unreasonably withheld or delayed. The officers of Spinco immediately prior to the Effective Time shall, from and after the Effective Time, be the initial officers of the Surviving Corporation; provided that Xxxx Xxxxxxxx and Xxxx Xxxxxxx will serve as senior officers of the Surviving Corporation or one or more of its Subsidiaries after the Effective Time. Such directors and officers shall serve until the expiration of their respective terms of office and until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s charter and bylaws. (d) From and after the Effective Time, the Surviving Corporation’s executive headquarters will be located in Tampa, Florida. (e) Immediately following the Effective Time, Hanover’s name shall be Xxxxxx Investment Management Corporation. (f) The Merger shall have the effects set forth in this Article 2 and the applicable provisions of the DLLCA and the MGCL.certificate of

Distribution and Merger. (a) Prior Subject to the Effective Timeterms and conditions of the Distribution Agreement, prior to or on the Closing Distribution Date, Xxxxxx and Spinco shall, subject to Section 6.7 hereof, on behalf of and as agent for holders as of the Xxxxxx Record Date of Xxxxxx Common Stock, parties thereto shall effect the Distribution and deliver or cause to be delivered, to such bank or trust company as shall be selected by Xxxxxx and be reasonably acceptable to Hanover (the “Exchange Agent”), a certificate (the “Distribution Certificate”) representing that number of Spinco Interests that is equal to the number of shares of Xxxxxx Common Stock that are outstanding as of the Xxxxxx Record Date (other than treasury shares, if any). Until the Effective Time, the Exchange Agent shall hold the Spinco Interests represented various transactions contemplated by the Distribution Certificate on behalf of and as agent for holders as of the Xxxxxx Record Date of Xxxxxx Common Stock. Until the Effective Time, the Spinco Interests represented by the Distribution Certificate shall not be transferred and the Exchange Agent shall not deliver any Spinco Interests represented by the Distribution Certificate to any stockholder of XxxxxxAgreement. (b) Upon the terms and subject to the conditions of this Agreement, and in accordance with the MGCL and the DLLCA, at At the Effective Time: (i) Spinco Merger Sub shall be merged with and into HanoverSpinco (the “Merger”), the separate existence of Spinco Merger Sub shall cease and Hanover Spinco shall continue as the surviving corporation of the Merger (sometimes referred to herein as the “Surviving Corporation”) and shall succeed to and assume all the rights and obligations of Spinco in accordance with the MGCL and the DLLCA and ); (ii) the charter Amended and Restated Certificate of Hanover and bylaws Incorporation of Hanover Spinco as in effect immediately prior to the Effective Time shall be the charter and bylaws Certificate of Incorporation of the Surviving Corporation in effect immediately following the Effective Time, which, until thereafter duly amended in accordance with Section 7.12, shall be applicable law and such Certificate of Incorporation; and (iii) the Amended and Restated Charter Bylaws of Spinco as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter duly amended in accordance with applicable law, the Certificate of Incorporation of the Surviving Corporation and the Amended and Restated such Bylaws, respectively. (c) From and after the Effective Time, the directors The Board of Directors of the Surviving Corporation shall be divided equally (or as nearly as possible) into approximately three classes and shall consist of seven directors. One director of the Surviving Corporation, Xxxx Xxxxxxxx, has been designated by Hanover. Six directors of the Surviving Corporation, and the class of each director of the Surviving Corporation Company from and after the Effective Time (including the director designated by Hanover), shall be designated by Spincoincreased to seven (7) directors, in its sole discretion, prior to five of whom shall be the Effective Time by providing written notice thereof to Hanover, and in any event no later than such time as would reasonably be required for Hanover to include such designations in directors of the Proxy Statement/Prospectus. Spinco may change in its sole discretion any or all of its six designees at any time prior to the Effective Time by providing written notice thereof to Hanover. Hanover may change its designee prior to the Effective Time with the prior written consent of Spinco, which shall not be unreasonably withheld or delayed. The officers of Spinco Company immediately prior to the Effective Time, and two of whom shall be mutually agreed by Forest and the Company prior to the Effective Time. The initial officers of the Company from and after the Effective Time shall be as set forth in Exhibit B hereto. Such directors and officers of the Company shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Company’s Certificate of Incorporation and Bylaws. The Board of Directors of the Company shall also appoint committees as appropriate, including an audit committee, a compensation committee and a nominating committee. The Certificate of Incorporation and Bylaws of the Company at the Effective Time shall be substantially in the forms attached hereto as Exhibit C and Exhibit D, respectively. The corporate and operational headquarters of the Company will be located in Houston, Texas. (d) The directors of Merger Sub shall, from and after the Effective Time, be the initial directors of the Surviving Corporation. The officers of Merger Sub shall, from and after the Effective Time, be the officers of the Surviving Corporation; provided that Xxxx Xxxxxxxx . Such directors and Xxxx Xxxxxxx will serve as senior officers of the Surviving Corporation or one or more of its Subsidiaries after the Effective Time. Such directors and officers shall serve until the expiration of their respective terms of office and until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s charter Certificate of Incorporation and bylaws. (d) From and after the Effective Time, the Surviving Corporation’s executive headquarters will be located in Tampa, FloridaBylaws. (e) Immediately following the Effective Time, Hanover’s name shall be Xxxxxx Investment Management Corporation. (f) The Merger shall have the effects set forth in this Article 2 II and the applicable provisions of the DLLCA DGCL. Without limiting the generality of the foregoing, and subject thereto, at the MGCLEffective Time, all the property, rights, privileges, powers and franchises of Spinco and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of Spinco and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Distribution and Merger. (a) Prior to the Effective Time, on the Closing Date, Xxxxxx and Spinco shall, subject to Section 6.7 hereof, on behalf of and as agent for holders as of the Xxxxxx Record Date of Xxxxxx Common Stock, effect the Distribution and deliver or cause to be delivered, to such bank or trust company as shall be selected by Xxxxxx and be reasonably acceptable to Hanover (the “Exchange Agent”), a certificate (the “Distribution Certificate”) representing that number of Spinco Interests that is equal to the number of shares of Xxxxxx Common Stock that are outstanding as of the Xxxxxx Record Date (other than treasury shares, if any). Until the Effective Time, the Exchange Agent shall hold the Spinco Interests represented by the Distribution Certificate on behalf of and as agent for holders as of the Xxxxxx Record Date of Xxxxxx Common Stock. Until the Effective Time, the Spinco Interests represented by the Distribution Certificate shall not be transferred and the Exchange Agent shall not deliver any Spinco Interests represented by the Distribution Certificate to any stockholder of Xxxxxx. (b) Upon the terms and subject to the conditions of this Agreement, and in accordance with the MGCL and the DLLCA, at the Effective Time: (i) Spinco shall be merged into Hanover, the separate existence of Spinco shall cease and Hanover shall continue as the surviving corporation (referred to herein as the “Surviving Corporation”) and shall succeed to and assume all the rights and obligations of Spinco in accordance with the MGCL and the DLLCA and (ii) the charter of Hanover and bylaws of Hanover as in effect immediately prior to the Effective Time shall be the charter and bylaws of the Surviving Corporation in effect immediately following the Effective Time, which, in accordance with Section 7.12, shall be the Amended and Restated Charter and the Amended and Restated Bylaws, respectively.the (c) From and after the Effective Time, the directors of the Surviving Corporation shall be divided equally (or as nearly as possible) into approximately three classes and shall consist of seven directors. One director of the Surviving Corporation, Xxxx Xxxxxxxx, has been designated by Hanover. Six directors of the Surviving Corporation, and the class of each director of the Surviving Corporation from and after the Effective Time (including the director designated by Hanover), shall be designated by Spinco, in its sole discretion, prior to the Effective Time by providing written notice thereof to Hanover, and in any event no later than such time as would reasonably be required for Hanover to include such designations in the Proxy Statement/Prospectus. Spinco may change in its sole discretion any or all of its six designees at any time prior to the Effective Time by providing written notice thereof to Hanover. Hanover may change its designee prior to the Effective Time with the prior written consent of Spinco, which shall not be unreasonably withheld or delayed. The officers of Spinco immediately prior to the Effective Time shall, from and after the Effective Time, be the initial officers of the Surviving Corporation; provided that Xxxx Xxxxxxxx and Xxxx Xxxxxxx will serve as senior officers of the Surviving Corporation or one or more of its Subsidiaries after the Effective Time. Such directors and officers shall serve until the expiration of their respective terms of office and until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s charter and bylaws. (d) From and after the Effective Time, the Surviving Corporation’s executive headquarters will be located in Tampa, Florida. (e) Immediately following the Effective Time, Hanover’s name shall be Xxxxxx Investment Management Corporation. (f) The Merger shall have the effects set forth in this Article 2 and the applicable provisions of the DLLCA and the MGCL.