Mechanics of the Distribution Sample Clauses

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. (b) MII will direct the Distribution Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of B&W Common Stock allocable to each Record Holder entitled to receive B&W Common Stock in the Distribution and to promptly aggregate all the fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise, at the then-prevailing trading prices, and to cause to be distributed to each Record Holder, in lieu of any fractional share, each Record Holder’s ratable share of the proceeds of the sale, after making appropriate deductions of the amounts required to be withheld for federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to the sale. (c) Any B&W Common Stock or cash in lieu of fractional shares with respect to B&W Common Stock that remains unclaimed by any Record Holder on the first anniversary of the Distribution Date will be delivered to B&W. B&W will hold the B&W Common Stock or cash for the account of the Record Holder and any Record Holder will look only to B&W for the B&W Common Stock or cash, if any, in lieu of fractional shares, subject in each case to applicable escheat or other abandoned property Laws. (d) B&W shall mail or cause to be mailed to the Record Holders, on or prior to the Distribution Date, the Information Statement. (e) Notwithstanding the foregoing provisions of this Section 4.2, the rights of holders of rest...

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. (b) Notwithstanding any other provision of this Agreement, FTAI, the Distribution Agent, or any Person that is a withholding agent under applicable Law shall be entitled to deduct and withhold from any consideration distributable or payable hereunder the amounts required to be deducted and withheld under the Code, or any provision of any U.S. federal, state, local or foreign Tax Law, and, to the extent deduction and withholding is required, such deduction and withholding may be taken in FTAI Infrastructure Common Stock. To the extent that amounts are so withheld and paid over to the appropriate taxing authority (or, if taken in FTAI Infrastructure Common Stock, cash in the amount of the fair market value of such shares is paid over to the appropriate taxing authority), such amounts will be treated for purposes of this Agreement as having been paid to the party in respect of whom such deduction and withholding was made are withheld.

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. (b) Carrols Restaurant Group and Fiesta Restaurant Group shall mail or cause to be mailed to the Record Holders, on or prior to the Distribution Date, the Information Statement.

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. (b) LGL will direct the Distribution Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of Mtron Common Stock allocable to each Record Holder entitled to receive Mtron Common Stock in the Distribution and to promptly aggregate all the fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise, at the then-prevailing trading prices, and to cause to be distributed to each Record Holder, in lieu of any fractional share, each Record Holder’s ratable share of the proceeds of the sale, after making appropriate deductions of the amounts required to be withheld for federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to the sale.

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. (b) Notwithstanding any other provision of this Agreement, Newcastle, the Distribution Agent, or any Person that is a withholding agent under applicable Law shall be entitled to deduct and withhold from any consideration distributable or payable hereunder the amounts required to be deducted and withheld under the Code, or any provision of any U.S. federal, state, local or foreign Tax Law. Any amounts so withheld shall be paid over to the appropriate Taxing Authority in the manner prescribed by Law. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Persons in respect of which such deduction and withholding was made.

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.

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. (b) Any New A&B Common Stock that remains unclaimed by any Record Holder on the first anniversary of the Distribution Date will be delivered to New A&B. Following the first anniversary of the Distribution Date, New A&B will hold such New A&B Common Stock for the account of the applicable Record Holders and any applicable Record Holder will look only to New A&B for the New A&B Common Stock, subject in each case to applicable escheat or other abandoned property Laws. (c) Notwithstanding the foregoing provisions of this Section 4.2, the rights of holders of restricted stock of Holdings shall be as provided in the Employee Matters Agreement.

Mechanics of the Distribution. (a) On the Distribution Date, Pride will direct the Distribution Agent to distribute, at the Distribution Time, to each Record Holder a number of shares of Seahawk Common Stock equal to the number of shares of Pride Common Stock held by such Record Holder multiplied by the Distribution Multiple; except that the Distribution Agent will not issue any fractional shares of Seahawk Common Stock and will distribute cash in lieu of fractional shares as provided in Section 4.2(b). All of the shares of Seahawk Common Stock so issued will be validly issued, fully paid and non-assessable. The Distribution will be effective as of the Distribution Time. (b) Pride will direct the Distribution Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of Seahawk Common Stock allocable to each Record Holder entitled to receive Seahawk Common Stock in the Distribution and to promptly aggregate all the fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise, at the then-prevailing trading prices, and to cause to be distributed to each Record Holder, in lieu of any fractional share, each Record Holder’s ratable share of the proceeds of the sale, after making appropriate deductions of the amounts required to be withheld for federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to the sale. (c) Any Seahawk Common Stock or cash in lieu of fractional shares with respect to Seahawk Common Stock that remains unclaimed by any Record Holder on the first anniversary of the Distribution Date will be delivered to Seahawk. Seahawk will hold the Seahawk Common Stock or cash for the account of the Record Holder and any Record Holder will look only to Seahawk for the Seahawk Common Stock or cash, if any, in lieu of fractional shares, subject in each case to applicable escheat or other abandoned property Laws. (d) Seahawk shall mail or cause to be mailed to the Record Holders, on or prior to the Distribution Date, the Information Statement.

Mechanics of the Distribution. LICT will direct the Distribution Agent to, as promptly as practicable following the Distribution Time, distribute to each Record Holder a number of shares of SPINCO Common Stock equal to the number of shares of LICT Common Stock held by such Record Holder on the Record Date. All of the shares of SPINCO 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, InvenTrust will direct the Distribution Agent to distribute, effective as of the Effective Time, to each Record Holder, one (1) Highlands Common Share for every one (1) share of InvenTrust Common Stock held by such Record Holder as of the Record Date, subject to Section 4.2(b). All such Highlands Common Shares 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, the Parties shall cause the Distribution Agent to deliver an account statement to each holder of Highlands Common Shares reflecting such holder’s ownership thereof. All of the Highlands Common Shares distributed in the Distribution will be validly issued, fully paid and non-assessable. (b) Notwithstanding any other provision of this Agreement, InvenTrust, the Distribution Agent, or any Person that is a withholding agent under applicable Law shall be entitled to deduct and withhold from any consideration distributable or payable hereunder the amounts required to be deducted and withheld under the Code, or any provision of any U.S. federal, state, local or foreign Tax Law. Any amounts so deducted and withheld shall be paid over to the appropriate Taxing Authority in the manner prescribed by Law. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been distributed or paid, as applicable, to the Persons in respect of which such deduction and withholding was made. An applicable withholding agent may collect the deducted or withheld amounts by reducing to cash a sufficient portion of the Highlands Common Shares that a Person would otherwise receive, and may require that such Person bear the brokerage or other costs from this withholding procedure.