Common use of RhinoRx Distribution Clause in Contracts

RhinoRx Distribution. (a) At the Distribution Time, Rhino will deliver to the Exchange Agent for the benefit of holders of record of Rhino Common Stock (other than Rhino Common Stock held by Rhino in its treasury or Rhino Common Stock held by any Subsidiary of Rhino) on the Record Date, a single stock certificate, endorsed by Rhino in blank, representing the shares of RhinoRx Common Stock issuable in the RhinoRx Distribution (which shall constitute all of the shares of RhinoRx Common Stock outstanding as of the Closing Date), and shall cause the transfer agent for the shares of RhinoRx Common Stock to instruct the Exchange Agent to hold in trust (pending conversion of such shares of RhinoRx Common Stock into shares of Newco Common Stock pursuant to the RhinoRx Merger) the appropriate number of such shares of RhinoRx Common Stock (as set forth in Section 3.05(b)) for each such holder or designated transferee or transferees of such holder. (b) Each holder of Rhino Common Stock (including Rhino Restricted Stock) on the Record Date will be entitled to receive in the RhinoRx Distribution a number of shares of RhinoRx Common Stock equal to (i) 10 divided by the number of shares of Rhino Common Stock outstanding on the Record Date multiplied by (ii) the number of shares of Rhino Common Stock held by such holder on the Record Date. (c) Rhino and RhinoRx, as the case may be, will provide to the Exchange Agent all share certificates and any information reasonably required in order to complete the RhinoRx Distribution on the basis specified above. (d) Immediately prior to the transactions described in Section 3.05(a), Section 3.05(b) and Section 3.05(c), (i) RhinoRx shall make a cash distribution to Rhino Parent Sub in the amount of the RhinoRx Final Financing Amount that is not used to pay intercompany account balances pursuant to Section 10.03 and (ii) immediately following the distribution described in clause (i), Rhino shall cause Rhino Parent Sub to distribute all of the outstanding shares of RhinoRx to Rhino.