Distribution of Spinco Common Stock. (a) Prior to the Effective Time and in accordance with the Transactions Memo, each Spinco shall issue to IAC such additional shares of its Spinco Common Stock (or shall take or cause to be taken such other appropriate actions to ensure that IAC has the requisite number of shares of Spinco Common Stock) to cause the number of shares of such Spinco Common Stock issued and outstanding immediately prior to the Effective Time to equal the product of (x) the sum of (i) the applicable IAC Record Date Share Number and (ii) the number of shares of IAC Common Stock issued or issuable pursuant to the exercise of outstanding IAC Stock Options or pursuant to the vesting of IAC Restricted Stock Units (as such terms are defined in the Employee Matters Agreement), in either case following the applicable Distribution Record Date and prior to the third Business Day immediately prior to the applicable Distribution Date (giving effect to any cashless exercise of IAC Stock Options or withholding of shares of IAC Common Stock to satisfy tax withholding obligations) (“Post-Record Date IAC Shares”)
Distribution of Spinco Common Stock. (a) Prior to the Effective Time and in accordance with the Transactions Memo, each Spinco shall issue to IAC such additional shares of its Spinco Common Stock (or shall take or cause to be taken such other appropriate actions to ensure that IAC has the requisite number of shares of Spinco Common Stock) to cause the number of shares of such Spinco Common Stock issued and outstanding immediately prior to the Effective Time to equal the product of (x) the sum of (i) the applicable IAC Record Date Share Number and (ii) the number of shares of IAC Common Stock issued or issuable pursuant to (A) the exercise of outstanding IAC Stock Options following the applicable Distribution Record Date and prior to August 18, 2008 or (B) pursuant to the settlement of IAC Restricted Stock Units (as such terms are defined in the Employee Matters Agreement), following the applicable Distribution Record Date and prior to the Effective Time (in each case giving effect to any cashless exercise of IAC Stock Options or withholding of shares of IAC Common Stock to satisfy tax withholding obligations) (“Post-Record Date IAC Shares”)
Distribution of Spinco Common Stock. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and the conditions set forth in Article 7 shall have been fulfilled or waived,
(i) NSU shall, prior to the Effective Date, contribute to Spinco all of the NSU Transferred Assets in accordance with the Distribution Agreement;
(ii) NSU shall use all reasonable efforts to obtain releases from, cause Spinco to assume, indemnify NSU and Merger Sub from or, in accordance with the terms of the Distribution Agreement, otherwise provide for the payment or recovery by NSU or Merger Sub with respect to the NSU Transferred Liabilities; and
(iii) NSU shall declare the Distribution to NSU shareholders of record on the Distribution Record Date which shall be payable conditioned only upon the Merger on the Distribution Date.
(b) The Distribution will be effected in accordance with the terms of the Distribution Agreement, which will also govern the relative rights and obligations of Spinco and the Surviving Corporation after the Merger. NSU shall cause the Distribution to be conducted in accordance with all applicable federal and state securities laws.
Distribution of Spinco Common Stock. On the Distribution Date, which shall be determined by the Board of Lennar, Xxxxxx will distribute to the holders of record of Lennar Common Stock as of the Record Date approximately 80% of the Distribution Date Shares based on a ratio of one share of SpinCo Common Stock for every two shares of Lennar Common Stock that are outstanding on the Record Date (including, for the avoidance of doubt, restricted shares of Lennar Common Stock that are subject to time-based or performance-based vesting) (the “Distribution Ratio,”). If a Record Holder makes a timely election to receive shares of SpinCo Class B Stock instead of SpinCo Class A Stock, that Record Holder will receive a number of shares of SpinCo Class B Stock, based on the Distribution Ratio, for each share of Lennar Common Stock as to which the Record Holder made a timely election to receive SpinCo Class B Stock. The Distribution will be effected by Lennar’s delivery by book-entry transfer to the Distribution Agent, as agent for the Record Holders, the number of shares of SpinCo Class A Stock and SpinCo Class B Stock that are to be distributed to the Record Holders and the Distribution Agent’s subsequent transfer at the Effective Time of the appropriate number of such shares to each Record Holder by book-entry transfer. Each Record Holder will be deemed to be the owner of the applicable shares of SpinCo Common Stock beginning when they are received by the Distribution Agent.
