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, Bioverativ shall issue to Biogen as a stock dividend such number of shares of Bioverativ Common Stock as may be requested by Biogen after consultation with Bioverativ in order to effect the Distribution (or Biogen and Bioverativ shall take or cause to be taken such other appropriate actions to ensure that Biogen has the requisite number of shares of Bioverativ Common Stock), which shares as of the date of issuance shall represent (together with such shares previously held by Biogen) all of the issued and outstanding shares of Bioverativ Common Stock. Subject to the conditions and other terms set forth in this Article IV, Biogen shall cause the Distribution Agent on the Distribution Date to make the Distribution, including by crediting the appropriate number of shares of Bioverativ Common Stock to book entry accounts for each Record Holder or designated transferee or transferees of such Record Holder. For stockholders who own Biogen Common Stock through a broker or other nominee, their shares of Bioverativ 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 Bioverativ Common Stock (and, if applicable, cash in lieu of any fractional shares) to which such stockholder is entitled in the Distribution.