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.