Common use of Stock Dividend; Distribution Clause in Contracts

Stock Dividend; Distribution. On or prior to the Distribution Effective Time, in furtherance of the Separation, Cyclerion shall issue to Ironwood as a stock dividend such number of shares of Cyclerion Common Stock as may be requested by Ironwood after consultation with Cyclerion in order to effect the Distribution (or Ironwood and Cyclerion shall take or cause to be taken such other appropriate actions to ensure that Ironwood has the requisite number of shares of Cyclerion Common Stock), which shares as of the date of issuance shall represent (together with such shares previously held by Ironwood) all of the issued and outstanding shares of Cyclerion Common Stock. Subject to the conditions and other terms set forth in this Article IV, Ironwood shall cause the Distribution Agent on the Distribution Date to make the Distribution, including by crediting the appropriate number of shares of Cyclerion Common Stock to book entry accounts for each Record Holder or designated transferee or transferees of such Record Holder. For stockholders who own Ironwood Common Stock through a broker or other nominee, their shares of Cyclerion Common Stock will be credited to their respective accounts by such broker or nominee. No action by any stockholder (or such stockholder’s designated transferee or transferees) shall be necessary to receive the applicable number of shares of Cyclerion Common Stock (and, if applicable, cash in lieu of any fractional shares) to which such stockholder is entitled in the Distribution.

Stock Dividend; Distribution. On or Immediately prior to the Distribution Effective Time, in furtherance of the Separation, Cyclerion Baudax shall issue to Ironwood Recro as a stock dividend such number of shares of Cyclerion Baudax Common Stock as may be requested by Ironwood Recro after consultation with Cyclerion Baudax in order to effect the Distribution (or Ironwood Recro and Cyclerion Baudax shall take or cause to be taken such other appropriate actions to ensure that Ironwood Recro has the requisite number of shares of Cyclerion Baudax Common Stock), which shares as of the date of issuance shall represent (together with such shares previously held by IronwoodRecro) all of the issued and outstanding shares of Cyclerion Baudax Common Stock. Subject to the conditions and other terms set forth in this Article IV, Ironwood Recro shall cause the Distribution Agent on the Distribution Date to make the Distribution, including by crediting the appropriate number of shares of Cyclerion Baudax Common Stock to book entry accounts for each Record Holder or designated transferee or transferees of such Record Holder. For stockholders shareholders who own Ironwood Recro Common Stock through a broker or other nominee, their shares of Cyclerion Baudax Common Stock will be credited to their respective accounts by such broker or nominee. No action by any stockholder shareholder (or such stockholdershareholder’s designated transferee or transferees) shall be necessary to receive the applicable number of shares of Cyclerion Baudax Common Stock (and, if applicable, cash in lieu of any fractional shares) to which such stockholder shareholder is entitled in the Distribution. All stock distributions of the Baudax Common Stock to a Recro shareholder will be subject to the withholding of any Tax that Recro determines is to be withheld. If an amount is withheld, the shareholder from whom the withholding occurred will be deemed to have received the Baudax Common Stock for all purposes of this Agreement.