Common use of Manner of Distribution Clause in Contracts

Manner of Distribution. (a) To the extent the Distribution is effected as a One-Step Spin-Off, subject to the terms thereof, in accordance with Section 4.5(b), each Record Holder will be entitled to receive for each share of Burgundy Common Stock held by such Record Holder a number of shares of Spinco Common Stock equal to the total number of shares of Spinco Common Stock held by Burgundy on the Distribution Date, multiplied by a fraction, the numerator of which is number of shares of Burgundy Common Stock held by such Record Holder and the denominator of which is the total number of shares of Burgundy Common Stock outstanding on the Distribution Date. (b) To the extent the Distribution is effected as an Exchange Offer, subject to the terms thereof, in accordance with Section 4.5(b), each Burgundy stockholder may elect in the Exchange Offer to exchange a number of shares of Burgundy Common Stock held by such Burgundy stockholder for shares of Spinco Common Stock in such quantities, at such an exchange ratio and subject to such other terms and conditions as may be determined by Burgundy and set forth in the Spinco Registration Statement; provided, however, the completion of the Exchange Offer shall be subject to a condition (which condition Burgundy may not amend or waive without the written consent of Grizzly) that no one stockholder of Spinco (individually or together with all members of any “group” as defined in the Exchange Act) after giving effect to the Exchange Offer and the Merger, hold greater than 20% of the outstanding common stock of Grizzly; provided further, however, that Burgundy may, in its sole discretion, revise the terms of the Exchange Offer, including the number of shares of Spinco Common Stock that will be offered for each validly tendered share of Burgundy Common Stock, and the Clean-Up Spin Off, such that no one stockholder of Spinco (individually or together with all members of any “group” as defined in the Exchange Act) after giving effect to the Exchange Offer and the Merger, will hold greater than 20% of the outstanding common stock of Grizzly. The terms and conditions of any Clean-Up Spin-Off will be as determined by Burgundy, subject to the provisions of Section 4.2(a), mutatis mutandis. (c) None of the Parties, nor any of their Affiliates hereto will be liable to any Person in respect of any shares of Spinco Common Stock (or dividends or distributions with respect thereto) that are properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Manner of Distribution. (a) To the extent the Spinco Distribution is effected as includes a One-Step Spin-Off, subject to the terms thereof, in accordance with Section 4.5(b)3.6, each Record Holder (other than Remainco or any other member of the Remainco Group) will be entitled to receive for each share of Burgundy common stock, par value $1.00 per share, of Remainco (“Remainco Common Stock Stock”) held by such Record Holder as of the Record Date a number of shares of Spinco Common Stock equal to the total number of shares of Spinco Common Stock held by Burgundy Remainco on the Spinco Distribution Date, multiplied by a fraction, the numerator of which is the number of shares of Burgundy Remainco Common Stock held by such Record Holder as of the Record Date and the denominator of which is the total number of shares of Burgundy Remainco Common Stock outstanding on the Record Date (for avoidance of doubt, excluding treasury shares held by any member of the Remainco Group). To the extent the Spinco Distribution is effected as a Spin-Off, prior to the Spinco Distribution Date, the Remainco Board, in accordance with applicable Law, shall establish (or designate a committee of the Remainco Board to establish) the Record Date for the Spinco Distribution to allow the Spinco Distribution to occur as promptly as practicable and any appropriate procedures in connection with the Spin-Off. To the extent any of the Spinco Distribution is effected as an Exchange Offer followed by a Clean-Up Spin-Off of any remaining shares of Spinco Common Stock to be distributed by Remainco pursuant to Section 3.2(b), the Remainco Board shall set the Record Date as the time on the Spinco Distribution Date immediately following the time at which the validly tendered shares of Remainco Common Stock are accepted for payment in the Exchange Offer. (b) To the extent any of the Spinco Distribution is effected as an Exchange Offer, subject (i) Remainco shall determine, in its sole discretion, the terms of such Exchange Offer, including the number of shares of Spinco Common Stock that will be offered for each validly tendered share of Remainco Common Stock and any exchange ratio related thereto (including any discount to the reference price of shares of Pre-Closing RMT Partner Common Stock), the period during which such Exchange Offer shall remain open and any extensions thereto, the procedures for the tender and exchange of shares and all other terms thereofand conditions of such Exchange Offer, which terms and conditions shall comply with the terms of the Merger Agreement and all securities Law requirements applicable to such Exchange Offer and (ii) in accordance with Section 4.5(b)3.6, each Burgundy Remainco stockholder may elect in the Exchange Offer to exchange a number of shares of Burgundy Remainco Common Stock held by such Burgundy Remainco stockholder for shares of Spinco Common Stock in such quantities, at such an exchange ratio and subject to such other terms and conditions as may be determined by Burgundy Remainco and set forth in the Distribution Disclosure Documents; provided that Remainco shall, subject to the satisfaction or waiver of the applicable conditions to the Spinco Registration StatementDistribution and Merger, commence and complete the Exchange Offer (including any Clean-Up Spin-Off) as promptly as reasonably practicable and in any event prior to the Outside Date; provided, howeverfurther, that except to the extent required by applicable Law, the completion maximum number of days that the Exchange Offer may be extended following satisfaction of the conditions to the Closing set forth in Article IX of the Merger Agreement (other than consummation of the transactions contemplated by this Agreement and satisfaction of those conditions to be satisfied as of the Closing Date; provided that such conditions are capable of being satisfied at such date) shall be subject the earlier of (i) twenty (20) Business Days and (ii) the latest date that would permit the Spinco Distribution Date to a condition (which condition Burgundy may not amend or waive without occur prior to the written consent of Grizzly) that no one stockholder of Spinco (individually or together Outside Date in compliance with all members of any “group” as defined in applicable Laws. (c) Subject to Section 3.1, the Exchange Act) after giving effect to the Exchange Offer and the Merger, hold greater than 20% of the outstanding common stock of Grizzly; provided further, however, that Burgundy may, in its sole discretion, revise the terms of the Exchange Offer, including the number of shares of Spinco Common Stock that will be offered for each validly tendered share of Burgundy Common Stock, and the Clean-Up Spin Off, such that no one stockholder of Spinco (individually or together with all members of any “group” as defined in the Exchange Act) after giving effect to the Exchange Offer and the Merger, will hold greater than 20% of the outstanding common stock of Grizzly. The terms and conditions of any Clean-Up Spin-Off will shall be as determined by BurgundyRemainco in its sole discretion; provided, subject to the provisions of Section 4.2(a)however, mutatis mutandis. that: (ci) None of the Parties, nor any of their Affiliates hereto will be liable to any Person in respect of any shares of Spinco Common Stock (or dividends or distributions with respect thereto) that are properly delivered not subscribed for in the Exchange Offer must be distributed to a public official pursuant Remainco’s shareholders in the Clean-Up Spin-Off and (ii) subject to any applicable abandoned propertyLaw or stock exchange requirement, escheat or similar Lawthe Clean-Up Spin-Off shall take place on the Spinco Distribution Date immediately following the consummation of the Exchange Offer and the Record Date for the Clean-Up Spin-Off shall be established as of such date in the same manner as provided in Section 3.2(a). (d) Prior to the Spinco Distribution, the Parties shall take all necessary action required to file a Certificate of Amendment to the Certificate of Incorporation of Spinco with the Secretary of State of the State of Delaware, to increase the number of authorized shares of Spinco Common Stock so that Spinco Common Stock then authorized shall be equal to the number of shares of Spinco Common Stock necessary to effect the Spinco Distribution.

Manner of Distribution. (a) To the extent any of the Distribution is effected as a One-Step Spin-Off, subject to the terms thereof, in accordance with Section 4.5(b)2.5, each Record Holder (other than Post) will be entitled to receive for each share of Burgundy Post Common Stock held by such Record Holder as of the Record Date a number of shares of Spinco SpinCo Common Stock equal to the total number Distributed Amount (or such lesser amount as may then be available for distribution in the event of shares of Spinco Common Stock held by Burgundy on the Distribution Datea Clean-Up Spin-Off), multiplied by a fraction, the numerator of which is the number of shares of Burgundy Post Common Stock held by such Record Holder as of the Record Date and the denominator of which is the total number of shares of Burgundy Post Common Stock outstanding on the Record Date (for avoidance of doubt, excluding treasury shares held by Post). To the extent the Distribution is effected as a Spin-Off, prior to the Distribution Date, the Post Board, in accordance with applicable Law, shall establish (or designate a committee of the Post Board to establish) the Record Date for the Distribution and any appropriate procedures in connection with the Spin-Off. To the extent any of the Distribution is effected as an Exchange Offer followed by a Clean-Up Spin-Off of any remaining shares of SpinCo Common Stock to be distributed by Post pursuant to Section 2.2(b), the Post Board shall set the Record Date as the time on the Distribution Date immediately following the time at which the validly tendered shares of Post Common Stock are accepted for payment in the Exchange Offer. (b) To the extent any of the Distribution is effected as an Exchange Offer, subject (i) Post shall determine, in its sole discretion, the terms of such Exchange Offer, including the number of shares of SpinCo Common Stock that will be offered for each validly tendered share of Post Common Stock and any exchange ratio related thereto (including any discount to the reference price of shares of BellRing Common Stock), the period during which such Exchange Offer shall remain open and any extensions thereto, the procedures for the tender and exchange of shares and all other terms thereofand conditions of such Exchange Offer, which terms and conditions shall comply with the terms of this Agreement and all securities Law requirements applicable to such Exchange Offer and (ii) in accordance with Section 4.5(b)2.5, each Burgundy stockholder Post shareholder may elect in the Exchange Offer to exchange a number of shares of Burgundy Post Common Stock held by such Burgundy stockholder Post shareholder for shares of Spinco SpinCo Common Stock in such quantities, at such an exchange ratio and subject to such other terms and conditions as may be determined by Burgundy Post and set forth in the Spinco SpinCo Registration StatementStatements; provided, however, that (A) Post shall keep BellRing reasonably informed as to its determinations as to the completion terms of such Exchange Offer in accordance with this Section 2.2, and (B) except to the extent required by applicable Law, the maximum number of days that the Exchange Offer may be extended following satisfaction of the conditions to the Closing set forth in Article IX of this Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time) shall be subject the earlier of (x) twenty (20) Business Days and (y) the latest date that would permit the Distribution Date to a condition (which condition Burgundy may not amend or waive without occur prior to the written consent of Grizzly) that no one stockholder of Spinco (individually or together Outside Date in compliance with all members of any “group” as defined in applicable Laws. (c) Subject to Section 2.1, the Exchange Act) after giving effect to the Exchange Offer and the Merger, hold greater than 20% of the outstanding common stock of Grizzly; provided further, however, that Burgundy may, in its sole discretion, revise the terms of the Exchange Offer, including the number of shares of Spinco Common Stock that will be offered for each validly tendered share of Burgundy Common Stock, and the Clean-Up Spin Off, such that no one stockholder of Spinco (individually or together with all members of any “group” as defined in the Exchange Act) after giving effect to the Exchange Offer and the Merger, will hold greater than 20% of the outstanding common stock of Grizzly. The terms and conditions of any Clean-Up Spin-Off will shall be as determined by BurgundyPost in its sole discretion; provided, subject to the provisions of Section 4.2(a)however, mutatis mutandis. that: (ci) None of the Parties, nor any of their Affiliates hereto will be liable to any Person in respect of any shares of Spinco SpinCo Common Stock (or dividends or distributions with respect thereto) that are properly delivered not subscribed for in the Exchange Offer (such portion of the Distributed Amount not subscribed for in the Exchange Offer) shall be distributed to a public official pursuant Post’s shareholders in the Clean-Up Spin-Off and (ii) subject to any applicable abandoned propertyLaw or stock exchange requirement, escheat or similar Lawthe Clean-Up Spin-Off shall take place on the Distribution Date immediately following the consummation of the Exchange Offer and the Record Date for the Clean-Up Spin-Off shall be established as of such date in the same manner as provided in Section 2.2(a).

Manner of Distribution. (a) Prior to the Spinco Distribution, Remainco shall cause BGI to effect the Initial Spin. (b) To the extent the Spinco Distribution is effected as includes a One-Step Spin-Off, subject to the terms thereof, in accordance with Section 4.5(b)3.6, each Record Holder (other than Remainco or any other member of the Remainco Group) will be entitled to receive for each share of Burgundy common stock, par value $0.01 per share, of Remainco (“Remainco Common Stock Stock”) held by such Record Holder as of the Record Date a number of shares of Spinco Common Stock equal to the total number of shares of Spinco Common Stock held by Burgundy Remainco on the Spinco Distribution DateDate (and following the Initial Spin), multiplied by a fraction, the numerator of which is the number of shares of Burgundy Remainco Common Stock held by such Record Holder as of the Record Date and the denominator of which is the total number of shares of Burgundy Remainco Common Stock outstanding on the Distribution Date. Record Date (b) for avoidance of doubt, excluding shares held by any member of the Remainco Group or the Spinco Group). To the extent the Spinco Distribution is effected as a Spin-Off, prior to the Spinco Distribution Date, the Remainco Board, in accordance with applicable Law, shall establish (or designate a committee of the Remainco Board to establish) the Record Date for the Spinco Distribution to allow the Spinco Distribution to occur as promptly as practicable and any appropriate procedures in connection with the Spin-Off. To the extent any of the Spinco Distribution is effected as an Exchange Offer followed by a Clean-Up Spin-Off of any remaining shares of Spinco Common Stock to be distributed by Remainco pursuant to Section 3.2(b), the Remainco Board shall set the Record Date as the time on the Spinco Distribution Date immediately following the time at which the validly tendered shares of Remainco Common Stock are accepted for payment in the Exchange Offer. (c) To the extent any of the Spinco Distribution is effected as an Exchange Offer (with RMT Partner’s consent having first been obtained), (i) Remainco shall determine, in its reasonable discretion, the terms of such Exchange Offer, subject including the number of shares of Spinco Common Stock that will be offered for each validly tendered share of Remainco Common Stock and any exchange ratio related thereto (including any discount to the reference price of shares of RMT Partner common stock), the period during which such Exchange Offer shall remain open and any extensions thereto, the procedures for the tender and exchange of shares and all other terms thereofand conditions of such Exchange Offer, which terms and conditions shall comply with the terms of the RMT Transaction Agreement and all securities Law requirements applicable to such Exchange Offer, and (ii) in accordance with Section 4.5(b)3.6, each Burgundy Remainco stockholder may elect in the Exchange Offer to exchange a number of shares of Burgundy Remainco Common Stock held by such Burgundy Remainco stockholder for shares of Spinco Common Stock in such quantities, at such an exchange ratio and subject to such other terms and conditions as may be determined by Burgundy Remainco and set forth in the Spinco Registration StatementDistribution Disclosure Documents; provided, howeverthat Remainco shall, subject to the completion satisfaction or waiver of the applicable conditions to the Spinco Distribution and Merger, commence and complete the Exchange Offer shall be subject to a condition (which condition Burgundy may not amend or waive without the written consent of Grizzlyincluding any Clean-Up Spin-Off) that no one stockholder of Spinco (individually or together with all members of as promptly as reasonably practicable and in any “group” as defined in the Exchange Act) after giving effect event prior to the Exchange Offer and the Merger, hold greater than 20% of the outstanding common stock of GrizzlyOutside Date; provided further, howeverthat except to the extent required by applicable Law, that Burgundy may, in its sole discretion, revise the terms of the Exchange Offer, including the maximum number of shares of Spinco Common Stock days that will be offered for each validly tendered share of Burgundy Common Stock, and the Clean-Up Spin Off, such that no one stockholder of Spinco (individually or together with all members of any “group” as defined in the Exchange Act) after giving effect to the Exchange Offer and the Merger, will hold greater than 20% may be extended following satisfaction of the outstanding common stock conditions to the Closing set forth in Article IX of Grizzly. The the RMT Transaction Agreement (other than consummation of the transactions contemplated by this Agreement and satisfaction of those conditions to be satisfied as of the Closing Date; provided, that such conditions are capable of being satisfied at such date) shall be the earlier of (A) twenty (20) Business Days, and (B) the latest date that would permit the Spinco Distribution Date to occur prior to the Outside Date in compliance with all applicable Laws. (d) Subject to Section 3.1, the terms and conditions of any Clean-Up Spin-Off will shall be as determined by BurgundyRemainco in its reasonable discretion; provided, subject to the provisions of Section 4.2(a)however, mutatis mutandis. that: (ci) None of the Parties, nor any of their Affiliates hereto will be liable to any Person in respect of any shares of Spinco Common Stock (or dividends or distributions with respect thereto) that are properly delivered not subscribed for in the Exchange Offer must be distributed to a public official pursuant Remainco’s shareholders in the Clean-Up Spin-Off; and (ii) subject to any applicable abandoned propertyLaw or stock exchange requirement, escheat or similar Lawthe Clean-Up Spin-Off shall take place on the Spinco Distribution Date immediately following the consummation of the Exchange Offer and the Record Date for the Clean-Up Spin-Off shall be established as of such date in the same manner as provided in Section 3.2(a). (e) Prior to the Initial Spin, the Parties shall take all necessary action required to file a Certificate of Amendment to the Certificate of Incorporation of Spinco with the Secretary of State of the State of Delaware, to increase the number of authorized shares of Spinco Common Stock so that Spinco Common Stock then authorized shall be equal to the number of shares of Spinco Common Stock necessary to effect the Spinco Distribution.

Manner of Distribution. (a) To the extent the Spinco Distribution is effected as includes a One-Step Spin-Off, subject to the terms thereof, in accordance with Section 4.5(b)4.6, each Record Holder (other than Remainco or any other member of the Remainco Group) will be entitled to receive for each share of Burgundy common stock, par value $0.01 per share, of Remainco (“Remainco Common Stock Stock”) held by such Record Holder as of the Record Date a number of shares of Spinco Common Stock equal to the total number of shares of Spinco Common Stock held by Burgundy Remainco on the Spinco Distribution Date, multiplied by a fraction, the numerator of which is the number of shares of Burgundy Remainco Common Stock held by such Record Holder as of the Record Date and the denominator of which is the total number of shares of Burgundy Remainco Common Stock outstanding on the Record Date (for avoidance of doubt, excluding treasury shares held by any member of the Remainco Group). To the extent the Spinco Distribution is effected as a Spin-Off, prior to the Spinco Distribution Date, the Remainco Board, in accordance with applicable Law, shall establish (or designate a committee of the Remainco Board to establish) the Record Date for the Spinco Distribution and any appropriate procedures in connection with the Spin-Off. To the extent any of the Spinco Distribution is effected as an Exchange Offer followed by a Clean-Up Spin-Off of any remaining shares of Spinco Common Stock to be distributed by Remainco pursuant to Section 4.2(b), the Remainco Board shall set the Record Date as the time on the Spinco Distribution Date immediately following the time at which the validly tendered shares of Remainco Common Stock are accepted for payment in the Exchange Offer. (b) To the extent any of the Spinco Distribution is effected as an Exchange Offer, subject (i) Remainco shall determine, in its sole discretion, the terms of such Exchange Offer, including the number of shares of Spinco Common Stock that will be offered for each validly tendered share of Remainco Common Stock and any exchange ratio related thereto (including any discount to the reference price of shares of RMT Partner Common Stock), the period during which such Exchange Offer shall remain open and any extensions thereto, the procedures for the tender and exchange of shares and all other terms thereofand conditions of such Exchange Offer, which terms and conditions shall comply with the terms of the Merger Agreement and all securities Law requirements applicable to such Exchange Offer and (ii) in accordance with Section 4.5(b)4.6, each Burgundy Remainco stockholder may elect in the Exchange Offer to exchange a number of shares of Burgundy Remainco Common Stock held by such Burgundy Remainco stockholder for shares of Spinco Common Stock in such quantities, at such an exchange ratio and subject to such other terms and conditions as may be determined by Burgundy Remainco and set forth in the Spinco Registration StatementDistribution Disclosure Documents; provided, however, that except to the completion extent required by applicable Law, the maximum number of days that the Exchange Offer may be extended following satisfaction of the conditions to the Closing set forth in Article IX of the Merger Agreement (other than consummation of the transactions contemplated by this Agreement and satisfaction of those conditions to be satisfied as of the Closing Date, provided that such conditions are capable of being satisfied at such date) shall be subject the earlier of (i) twenty (20) Business Days and (ii) the latest date that would permit the Distribution Date to a condition (which condition Burgundy may not amend or waive without occur prior to the written consent of Grizzly) that no one stockholder of Spinco (individually or together Initial Outside Date in compliance with all members of any “group” as defined in applicable laws. (c) Subject to Section 4.1, the Exchange Act) after giving effect to the Exchange Offer and the Merger, hold greater than 20% of the outstanding common stock of Grizzly; provided further, however, that Burgundy may, in its sole discretion, revise the terms of the Exchange Offer, including the number of shares of Spinco Common Stock that will be offered for each validly tendered share of Burgundy Common Stock, and the Clean-Up Spin Off, such that no one stockholder of Spinco (individually or together with all members of any “group” as defined in the Exchange Act) after giving effect to the Exchange Offer and the Merger, will hold greater than 20% of the outstanding common stock of Grizzly. The terms and conditions of any Clean-Up Spin-Off will shall be as determined by BurgundyRemainco in its sole discretion; provided, subject to the provisions of Section 4.2(a)however, mutatis mutandis. that: (ci) None of the Parties, nor any of their Affiliates hereto will be liable to any Person in respect of any shares of Spinco Common Stock (or dividends or distributions with respect thereto) that are properly delivered not subscribed for in the Exchange Offer must be distributed to a public official pursuant Remainco’s shareholders in the Clean-Up Spin-Off and (ii) subject to any applicable abandoned propertyLaw or stock exchange requirement, escheat or similar Lawthe Clean-Up Spin-Off shall take place on the Spinco Distribution Date immediately following the consummation of the Exchange Offer and the Record Date for the Clean-Up Spin-Off shall be established as of such date in the same manner as provided in Section 4.2(a).