Common use of Intercorporate Reorganization Clause in Contracts

Intercorporate Reorganization. (a) At least one business day prior to the Distribution Date, a series of steps shall be consummated for the purpose of separating from Xxxxxxx any assets that are related to the business of Hussmann. The steps to be taken, the specific form and sequence of which shall be in the sole discretion of the management of Xxxxxxx shall, among other things, result in Hussmann directly owning all of the outstanding capital stock of Hussmann Operating Company and directly or indirectly owning all of the foreign Subsidiaries and Affiliates of Xxxxxxx that are related to the business of Hussmann. The transfer of capital stock shall be effected by means of delivery of one or more stock certificates duly endorsed or accompanied by duly executed stock powers and notation on the stock records books of the corporation or other legal entities involved and, to the extent required by applicable law, by notation on appropriate registries. (b) In connection with transfers of assets other than capital stock and the assumptions of any Liabilities, Xxxxxxx and Xxxxxxxx shall execute or cause to be executed by the appropriate entities the Conveyance and Assumption Instruments in such forms as Xxxxxxx and Hussmann shall reasonably agree, including the transfer of any real property by deed. (c) Prior to the Distribution Date, Xxxxxxx and Xxxxxxxx shall take all steps necessary to increase the outstanding shares of Hussmann Common Stock so that immediately prior to the Distribution, Xxxxxxx shall own the number of shares of Hussmann Common Stock necessary to effect the Distribution.

Intercorporate Reorganization. (a) At least one business day prior to the Distribution Date, a series of steps shall be consummated for the purpose of separating from Xxxxxxx any assets that are related to the business of HussmannMidas. The steps to be taken, the specific form and sequence of which shall be in the sole discretion of the management of Xxxxxxx shall, among other things, result in Hussmann Midas directly owning all of the outstanding capital stock of Hussmann Midas Operating Company and directly or indirectly owning all of the foreign Subsidiaries and Affiliates of Xxxxxxx that are related to the business of HussmannMidas. The transfer of capital stock shall be effected by means of delivery of one or more stock certificates duly endorsed or accompanied by duly executed stock powers and notation on the stock records books of the corporation or other legal entities involved and, to the extent required by applicable law, by notation on appropriate registries. (b) In connection with transfers of assets other than capital stock and the assumptions of any Liabilities, Xxxxxxx and Xxxxxxxx Midas shall execute or cause to be executed by the appropriate entities the Conveyance and Assumption Instruments in such forms as Xxxxxxx and Hussmann Midas shall reasonably agree, including the transfer of any real property by deed. (c) Prior to the Distribution Date, Xxxxxxx and Xxxxxxxx Midas shall take all steps necessary to increase the outstanding shares of Hussmann Midas Common Stock so that immediately prior to the Distribution, Xxxxxxx shall own the number of shares of Hussmann Midas Common Stock necessary to effect the Distribution.