Issuance of Spinco Common Stock Sample Clauses

Issuance of Spinco Common Stock. On or before the Distribution Date, and in exchange for the transfer of the assets as provided above, and the surrender for reissue of all certificates representing outstanding Spinco Common Stock, Spinco will issue and deliver to PNX a certificate representing shares of Spinco Common Stock constituting all the shares to be distributed as provided in Section 3.03 below.

Issuance of Spinco Common Stock. On or before the Distribution Date, in connection with the transfer of the Transferred Assets to the Spinco Companies and the assumption of the Assumed Liabilities by the Spinco Companies as provided in this Agreement, Spinco will issue and deliver to Parent a certificate representing a number of shares of Spinco Common Stock in an amount determined pursuant to Section 2.04(d) of the Merger Agreement.

Issuance of Spinco Common Stock. Prior to the Distribution, as partial consideration of the transfer of the Spinco Assets contemplated by the Contribution, Spinco shall issue to Pluto additional shares of Spinco Common Stock such that the number of shares of Spinco Common Stock then outstanding and held by members of the Pluto Group shall be equal to the Spinco Pre-Combination Outstanding Shares.

Issuance of Spinco Common Stock. On or before the Distribution Date, in connection with the Transfer of the SpinCo Assets and the Assumption of the SpinCo Liabilities as provided in this Agreement, SpinCo will issue and deliver to Citrix a number of shares of SpinCo Common Stock in book-entry form in an amount determined pursuant to Section 2.04(f) of the Merger Agreement.

Issuance of Spinco Common Stock. In exchange for the transfer by Xxxxxx to SpinCo of the Business Assets, SpinCo shall issue to Lennar: (a) at or prior to the Effective Time, by book-entry transfer, 100% of the outstanding shares of SpinCo Common Stock (the “Distribution Date Shares”). SpinCo will not issue paper stock certificates in respect of SpinCo Common Stock. The Distribution Date Shares will consist of (i) a number of shares of SpinCo Class B Stock equal to the number of shares of SpinCo Class B Stock that holders of Lennar Common Stock elect to receive in the Distribution as described in Section 2.3 of this Agreement, (ii) a number of shares of SpinCo Class A Stock equal to the number of shares of SpinCo Class A Stock that Lennar will issue in the Distribution to holders of Lennar Common Stock who do not elect to receive SpinCo Class B Stock and (iii) the Retained Shares; and (b) pursuant to the terms of the Founder’s Right Agreement, if at any time within eighteen (18) months following the Distribution Date, SpinCo issues additional shares of SpinCo Class A Stock to any third party in consideration for property assets of such third party in connection with Xxxxxxxx engaging such third party as a customer, and such shares of SpinCo Class A Stock have an aggregate value in excess of $500 million at a per share price lower than the price per share received by Lennar for the Business Assets (the “Lennar Price” and such lower price, the “Third-Party Customer Price”), SpinCo will issue additional shares of Class A Common Stock to SpinCo stockholders (the “Supplemental Shares”). The number of Supplemental Shares to be issued by SpinCo shall be calculated as (i) the number of additional shares the Lennar stockholders receiving Class A Common Stock at the Distribution Date would have received if the Distribution had been executed at the Third-Party Customer Price. The issuance of the Supplemental Shares shall then be distributed to SpinCo’s stockholders as a stock dividend, subject to any requisite approvals of the SpinCo Board and in compliance with Maryland law. The Board will not be required to make any dividend declaration pursuant to this provision if doing so would jeopardize SpinCo’s ability to qualify as a REIT for U.S. federal income tax purposes. To the extent reasonably practicable, any action taken by the Board to declare a stock dividend of the Supplemental Shares shall be done at a time such that the record date for such stock dividend would be on a date prior to the date o...