Common use of Mechanics of the Distribution Clause in Contracts

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.