Common use of Manner of Effecting Distribution Clause in Contracts

Manner of Effecting Distribution. (a) If the Distribution is effected by means of the One-Step Spin-Off, subject to the terms and conditions established pursuant to Section 3.01(b), each Record Holder shall be entitled to receive a number of shares of SpinCo Common Stock equal to the number of shares of SpinCo Common Stock to be distributed in the One-Step Spin-Off, multiplied by a fraction, the numerator of which is the number of shares of Company Common Stock held by the Record Holder on the Record Date and the denominator of which is the total number of shares of Company Common Stock outstanding on the Record Date (excluding treasury shares held by the Company). (b) If the Distribution is effected by means of the Exchange Offer, subject to the terms and conditions established pursuant to Section 3.01(c), each Company stockholder may elect in the Exchange Offer to exchange a number of shares of Company Common Stock held by such Company stockholder for shares of SpinCo Common Stock at such exchange ratio and subject to such other terms and conditions as may be determined by the Company and set forth in the SpinCo Registration Statement. The terms and conditions of any Clean-Up Spin-Off shall be as determined by the Company, subject to the provisions of Section 3.02(a), mutatis mutandis, and in compliance with all Applicable Laws and the rules and regulations of the NYSE. (c) No party, nor any of its Affiliates, shall be liable to any Person in respect of any shares of SpinCo Common Stock, or distributions in respect thereof, that are delivered to a public official in accordance with the provisions of any applicable escheat, abandoned property or similar Applicable Law.

Manner of Effecting Distribution. (a) If the Distribution is effected by means of the One-Step Spin-Off, subject to the terms and conditions established pursuant to Section 3.01(b4.01(b), each Record Holder shall be entitled to receive for each share of Parent Common Stock held by such Record Holder a number of shares of SpinCo Spinco Common Stock equal to the number of shares of SpinCo Spinco Common Stock to be distributed in held by Parent on the One-Step Spin-OffDistribution Date, multiplied by a fraction, the numerator of which is the number of shares of Company Parent Common Stock held by the Record Holder on the Record Date and the denominator of which is the total number of shares of Company Parent Common Stock outstanding on the Record Date (excluding treasury shares held by the Company)Date. (b) If the Distribution is effected by means of the Exchange Offer, subject to the terms and conditions established pursuant to Section 3.01(c4.01(c), each Company Parent stockholder may elect in the Exchange Offer to exchange a number of shares of Company Parent Common Stock held by such Company Parent stockholder for shares of SpinCo Spinco Common Stock at such an exchange ratio and subject to such other terms and conditions as may be determined by the Company Parent and set forth in the SpinCo Spinco Registration Statement. The terms and conditions of any Clean-Up Spin-Off shall be as determined by the CompanyParent, subject to the provisions of Section 3.02(a4.02(a), mutatis mutandis, and in compliance with all Applicable Laws applicable securities laws and the rules and regulations of the NYSENew York Stock Exchange. (c) No partyParty, nor any of its Affiliates, shall will be liable to any Person in respect of any shares of SpinCo Spinco Common Stock, or distributions in respect thereof, that are delivered to a public official in accordance with the provisions of any applicable escheat, abandoned property or similar Applicable Law.