Mechanics of the Distribution. (a) On the Distribution Date, MII will direct the Distribution Agent to distribute, effective as of the Distribution Time, to each Record Holder a number of shares of B&W Common Stock equal to the number of shares of MII Common Stock held by such Record Holder multiplied by the Distribution Multiple, except that the Distribution Agent will not issue any fractional shares of B&W Common Stock and will distribute cash in lieu of fractional shares as provided in Section 4.2(b). All such shares of B&W Common Stock to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. MII shall cause the Distribution Agent to deliver an account statement to each holder of B&W Common Stock reflecting such holder’s ownership thereof. All of the shares of B&W Common Stock distributed in the Distribution will be validly issued, fully paid and non-assessable.
Mechanics of the Distribution. (a) On the Distribution Date, (i) Carrols will distribute, immediately prior to the Distribution Time, all of the outstanding shares of Fiesta Common Stock to CRG and (ii) CRG will direct the Distribution Agent to distribute, at the Distribution Time, to each Record Holder one share of Fiesta Common Stock for each share of CRG Common Stock held by such Record Holder. All of the shares of Fiesta Common Stock so issued will be validly issued, fully paid and non-assessable. The Distribution will be effective as of the Distribution Time.
Mechanics of the Distribution. (a) On the Distribution Date, RemainCo will direct the Distribution Agent to distribute, effective as of the Distribution Time, to each Record Holder a number of shares of SpinCo Common Stock equal to the number of shares of RemainCo Common Stock held by such Record Holder multiplied by the Distribution Multiple, except that the Distribution Agent will not issue any fractional shares of SpinCo Common Stock and will distribute cash in lieu of fractional shares as provided in Section 4.2(b). All such shares of SpinCo Common Stock to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. RemainCo shall cause the Distribution Agent to deliver an account statement to each holder of SpinCo Common Stock reflecting such holder’s ownership thereof. All of the shares of SpinCo Common Stock distributed in the Distribution will be validly issued, fully paid and non-assessable.
Mechanics of the Distribution. (a) LGL will direct the Distribution Agent to, as promptly as practicable following the Distribution Time, distribute to each Record Holder a number of shares of Mtron Common Stock equal to the number of shares of LGL Common Stock held by such Record Holder on the Record Date. All of the shares of Mtron Common Stock so issued will be fully paid and non-assessable. The Distribution will be effective as of the Distribution Time.
Mechanics of the Distribution. (a) On the Distribution Date, Newcastle will direct the Distribution Agent to distribute, effective as of the Effective Time, to each Record Holder, one share of New Residential Common Stock for each share of Newcastle Common Stock held by such Record Holder on the Record Date (the “Distribution Ratio”). All such shares of New Residential Common Stock to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. Following the Distribution, Newcastle shall cause the Distribution Agent to deliver an account statement to each holder of New Residential Common Stock reflecting such holder’s ownership thereof. All of the shares of New Residential Common Stock distributed in the Distribution will be validly issued, fully paid and non-assessable.
Mechanics of the Distribution. (a) Effective as of 12:01 a.m., New York time, on the Distribution Date, United Online will direct the Transfer Agent to distribute, effective as of the Distribution Time, to each Record Holder, one share of FTD Common Stock for every five shares of United Online Common Stock held by such Record Holder on the Record Date (prior to giving effect to the Reverse Stock Split). All such shares of FTD Common Stock to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. Following the Distribution, United Online shall cause the Transfer Agent to deliver an account statement to each holder of FTD Common Stock reflecting such holder's ownership thereof. All of the shares of FTD Common Stock distributed in the Distribution will be validly issued, fully paid and non-assessable.
Mechanics of the Distribution. Immediately before the Offer Closing Time, International shall distribute all outstanding shares of UCRI Common Stock to holders of record of International Common Stock on the Record Date on the basis of one share of UCRI Common Stock for each share of International Common Stock outstanding on the Record Date. All shares of UCRI Common Stock issued in the Distribution shall be duly authorized, validly issued, fully paid and nonassessable. SECTION 3.5
Mechanics of the Distribution. (a) On the Distribution Date, Holdings will direct the Distribution Agent to distribute, effective as of the Distribution Time, to each Record Holder, a number of shares of New A&B Common Stock equal to the number of shares of Holdings Common Stock held by such Record Holder on the Record Date. All such shares of New A&B Common Stock to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. Following the Distribution, Holdings shall cause the Distribution Agent to deliver an account statement to each holder of New A&B Common Stock reflecting such holder’s ownership thereof. All of the shares of New A&B Common Stock distributed in the Distribution will be validly issued, fully paid and non-assessable.
Mechanics of the Distribution. (a) Sprint will direct the Distribution Agent to, as promptly as practicable following the Distribution Time, distribute to each Record Holder a number of shares of Embarq Common Stock equal to the number of shares of Sprint Common Stock held by such Record Holder multiplied by the Recapitalization Multiple; except that the Distribution Agent will not issue any fractional shares of Embarq Common Stock and will distribute cash in lieu of fractional shares as provided in Section 3.02(b). All of the shares of Embarq Common Stock so issued will be fully paid and non-assessable. The Distribution will be effective as of the Distribution Time.
Mechanics of the Distribution. (a) On the Distribution Date, FTAI will direct the Distribution Agent to distribute, effective as of the Effective Time, to each Record Holder, one share of FTAI Infrastructure Common Stock for each FTAI Common Share held by such Record Holder on the Record Date. All such shares of FTAI Infrastructure Common Stock to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. Following the Distribution, FTAI shall cause the Distribution Agent to deliver an account statement to each holder of FTAI Infrastructure Common Stock reflecting such holder’s ownership thereof. All of the shares of FTAI Infrastructure Common Stock distributed in the Distribution will be validly issued, fully paid and non-assessable.
