Common use of Intercorporate Reorganization Clause in Contracts

Intercorporate Reorganization. (a) At or prior to the Distribution, there shall have been transferred to UNOVA Automation Systems, Inc. all of the assets and liabilities of Western Atlas Xxxxxx USA Division (MIS # M02610), including all the assets and liabilities of Xxxxxxx Division; all the assets and liabilities of Western Atlas Lamb Technicon Body & Assembly Systems Division (MIS # M02415), including all outstanding shares of Grand Design and X.X. XxXxxxxx; all the assets and liabilities of Western Atlas Lamb Technicon Machining Systems Division (MIS # M02410); and all the outstanding shares of M M & E, Inc. At or prior to the Distribution, there shall have been transferred to UNOVA all of the outstanding shares of UNOVA Automation Systems, Inc., Standard Components Corp., Limited Partner I Corporation, General Partner I Corporation, Energy Equity Ventures Inc., Xxxxxx Western Atlas Corporation; Western Atlas Industries Inc.; Canadian Western Atlas Inc., Western Atlas U.K. Limited, and Intermec Corporation. At or prior to the Distribution, there shall have been transferred to Lamb-Unima Maschinenbau GmbH the stock of Honsberg Lamb Sonderwerkzeugmachinen GmbH, and Western Atlas' 80% interest in the stock of Lamb-Unima Maschinbau GmbH shall have been transferred to UNOVA. At or prior to the Distribution, there shall have been transferred to UNOVA certain assets and liabilities of Western Atlas Corporate Division (MIS # Z00050), certain assets and liabilities of Western Atlas Reserves (MIS # Z00900), and all the assets and liabilities of Western Atlas IAS Administration Division (MIS # M09010). The transfer of real property shall be effected by grant deed, limited or special warranty deed or the equivalent statutorily approved form which conveys the property without encumbrances or conveyances to another party by the grantor or a person claiming under the grantor. The transfer of capital stock shall be effected by means of delivery of stock certificates duly endorsed or accompanied by duly executed stock powers and notation on the stock record books of the corporations or other legal entities involved. Following the Distribution Date, Western Atlas and UNOVA shall cooperate and, if requested, assist each other in perfecting title to various properties referred to in this paragraph, at the expense of the party requesting such assistance. (b) Prior to the Distribution Date, Western Atlas and UNOVA shall take all steps necessary to increase the outstanding shares of UNOVA Common Stock so that immediately prior to the Distribution, Western Atlas will hold a number of shares of UNOVA Common Stock equal to the number of shares of Western Atlas Common Stock outstanding on the Record Date. Section 3.2

Intercorporate Reorganization. (a) At or prior to the Distribution, there shall have been contributed to Honsberg Lamb Sonderwerkzeugmachinen Gmbh, as additional paid-in capital, a shareholder loan in the amount of DM 2.8 million (U.S. $1,546,961). At or prior to the Distribution, there shall have been transferred to UNOVA Industrial Automation Systems, Inc. all of the assets and liabilities of Western Atlas Xxxxxx USA Division (MIS # M02610), including all the assets and liabilities of Xxxxxxx Division and CITCO Division; all the assets and liabilities of Western Atlas Lamb Technicon Body & Assembly Systems Division (MIS # M02415), including all outstanding shares of Grand Design Design, Inc. and X.X. XxXxxxxxXxXxxxxx Company; all the assets and liabilities of Western Atlas Lamb Technicon Machining Systems Division (MIS # M02410); and all the outstanding shares of M M & E, Inc. At or prior to the Distribution, there shall have been transferred to UNOVA all of the outstanding shares of UNOVA Industrial Automation Systems, Inc., Standard Components Corp., Limited Partner I Corporation, General Partner I Corporation, Energy Equity Ventures Xxxxxx UNOVA Corporation, UNOVA Canada, Inc., Xxxxxx Western Atlas Corporation; Western Atlas Industries Inc.; Canadian Western Atlas Inc., Western Atlas UNOVA U.K. Limited, and Intermec Technologies Corporation. At or prior to the Distribution, there shall have been transferred to Lamb-Unima Maschinenbau GmbH the stock of Gmbh and Honsberg Lamb Sonderwerkzeugmachinen GmbH, and Western Atlas' 80% interest in the stock of Lamb-Unima Maschinbau GmbH shall have been transferred to UNOVAGmbh. At or prior to the Distribution, there shall have been transferred to UNOVA certain assets and liabilities of Western Atlas Corporate Division (MIS # Z00050), certain assets Z00050 and liabilities of Western Atlas Reserves (MIS # Z00900), and all the assets and liabilities of Western Atlas IAS Administration Division (MIS # M09010). The transfer of real property shall be effected by grant deed, limited or special warranty deed or the equivalent statutorily approved form which conveys the property without encumbrances or conveyances to another party by the grantor or a person claiming under the grantor. The transfer of capital stock shall be effected by means of delivery of stock certificates duly endorsed or accompanied by duly executed stock powers and notation on the stock record books of the corporations or other legal entities involved. Following the Distribution Date, Western Atlas and UNOVA shall cooperate and, if requested, assist each other in perfecting title to various properties referred to in this paragraph, at the expense of the party requesting such assistance. (b) Prior to the Distribution Date, Western Atlas and UNOVA shall take all steps necessary to increase the outstanding shares of UNOVA Common Stock so that immediately prior to the Distribution, Western Atlas will hold a number of shares of UNOVA Common Stock equal to the number of shares of Western Atlas Common Stock outstanding on the Record Date. Section 3.2in-