Common use of The Distribution Clause in Contracts

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex will not issue paper stock certificates in respect of the Varex Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex Shares equal to the number of Parent Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole number. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of Varex. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Agent to determine the number of whole and fractional Varex Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex or the Agent will be required to guarantee any minimum sale price for the fractional Varex Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or Varex. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex Shares or cash in lieu of fractional shares with respect to Varex Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to Varex, and Varex or its transfer agent on its behalf shall hold such Varex Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex Shares and cash, if any, in lieu of fractional share interests shall be obligations of Varex, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex will regard the Persons entitled to receive such Varex Shares as record holders of Varex Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex GCP will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex GCP Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Grace Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex GCP Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex GCP will not issue paper stock certificates in respect of the Varex GCP Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c)Section 3.3, each Record Holder will be entitled to receive in the Distribution a number of whole Varex GCP Shares equal to the number of Parent Grace Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole number. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share shares interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexGCP. In lieu of any such fractional shares, each Record Holder whothat, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex GCP Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent Grace shall direct the Agent to determine the number of whole and fractional Varex GCP Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each the Record Holder who Holders that otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of ParentGrace, Varex GCP or the Agent will be required to guarantee any minimum sale price for the fractional Varex GCP Shares sold in accordance with this Section 3.4(c). Neither Parent Grace nor Varex GCP will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent Grace or VarexGCP. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Grace Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex GCP Shares or cash in lieu of fractional shares with respect to Varex GCP Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexGCP, and Varex or its transfer agent on its behalf GCP shall hold such Varex GCP Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex GCP Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexGCP, subject in each case to applicable escheat or other abandoned property Laws, and Parent Grace shall have no Liability with respect thereto. (e) Until the Varex GCP Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex GCP will regard the Persons entitled to receive such Varex GCP Shares as record holders of Varex GCP Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex GCP agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex GCP Shares then held by such holder, holder and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex GCP Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex will SpinCo shall deliver to the Distribution Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex SpinCo Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Distribution Agent to distribute at the Effective Time the appropriate number of Varex SpinCo Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex SpinCo will not issue paper stock certificates in respect of the Varex SpinCo Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will shall be entitled to receive in the Distribution a number of whole Varex SpinCo Shares equal to the number of Parent Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole number. (c) No fractional shares will shall be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexSpinCo. In lieu of retaining any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex SpinCo Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Distribution Agent to determine the number of whole and fractional Varex SpinCo Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Distribution Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex SpinCo or the Distribution Agent will be required to guarantee any minimum sale price for the fractional Varex SpinCo Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex SpinCo will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or VarexSpinCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex SpinCo Shares or cash in lieu of fractional shares with respect to Varex SpinCo Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexSpinCo, and Varex SpinCo or its transfer agent on its behalf shall hold such Varex SpinCo Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex SpinCo Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexSpinCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex SpinCo Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex SpinCo will regard the Persons entitled to receive such Varex SpinCo Shares as record holders of Varex SpinCo Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex SpinCo agrees that, subject to any transfers of such shares, from and after the Effective Time Time, (i) each such holder will shall be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex SpinCo Shares then held by such holder, and (ii) each such holder will shall be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex SpinCo Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex SpinCo will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex SpinCo Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent KAR Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex SpinCo Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex SpinCo will not issue paper stock certificates in respect of the Varex SpinCo Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c)Section 3.3, each Record Holder will be entitled to receive in the Distribution a number of whole Varex Shares equal to the number of Parent Shares one (1) SpinCo Share for every KAR Share held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole numberDate. (c) No fractional shares will shall be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexSpinCo. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex SpinCo Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent KAR shall direct the Agent to determine the number of whole and fractional Varex SpinCo Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of ParentKAR, Varex SpinCo or the Agent will shall be required to guarantee any minimum sale price for the fractional Varex SpinCo Shares sold in accordance with this Section 3.4(c). Neither Parent KAR nor Varex will SpinCo shall be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent KAR or VarexSpinCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent KAR Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex SpinCo Shares or cash in lieu of fractional shares with respect to Varex SpinCo Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexSpinCo, and Varex SpinCo or its transfer agent on its behalf shall hold such Varex SpinCo Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex SpinCo Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexSpinCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent KAR shall have no Liability with respect thereto. (e) Until the Varex Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex will regard the Persons entitled to receive such Varex Shares as record holders of Varex Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex Shares then held by such holder.

The Distribution. (a) Subject to Section 3.34.3, on or prior to the Effective TimeDistribution Date, Varex Xxxx will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex Shares shares of Xxxx Common Stock as is necessary to effect the Distribution, and shall cause the transfer agent for the shares of Parent Shares Common Stock to instruct the Agent to distribute at the Effective Time Distribution Date the appropriate number of Varex Shares shares of Xxxx Common Stock to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex Xxxx will not issue paper stock certificates in respect of the Varex Sharesshares of Xxxx Common Stock. The Distribution shall be effective at the Effective TimeDistribution Date. (b) Subject to Sections 3.3 4.3 and 3.4(c4.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex Shares shares of Xxxx Common Stock equal to the number of shares of Parent Shares Common Stock held by such Record Holder on the Record Date multiplied by the Distribution Ratiodistribution ratio to be determined by the Parent Board, rounded down to the nearest whole number. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexXxxx. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c4.4(c), would be entitled to receive a fractional share interest of a Varex an Xxxx Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective TimeDistribution Date, Parent shall direct the Agent to determine the number of whole and fractional Varex Shares shares of Xxxx Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex Xxxx or the Agent will be required to guarantee any minimum sale price for the fractional Varex Shares shares of Xxxx Common Stock sold in accordance with this Section 3.4(c4.4(c). Neither Parent nor Varex Xxxx will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or VarexXxxx. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c4.4(c) and Section 3.4(d4.4(d), the beneficial owner of shares of Parent Shares Common Stock held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex Shares shares of Xxxx Common Stock or cash in lieu of fractional shares with respect to Varex Shares shares of Xxxx Common Stock that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexXxxx, and Varex Xxxx or its transfer agent on its behalf shall hold such Varex Shares shares of Xxxx Common Stock and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex Shares shares of Xxxx Common Stock and cash, if any, in lieu of fractional share interests shall be obligations of VarexXxxx, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex Shares shares of Xxxx Common Stock are duly transferred in accordance with this Section 3.4 4.4 and applicable Law, from and after the Effective TimeDistribution Date, Varex Xxxx will regard the Persons entitled to receive such Varex Shares shares of Xxxx Common Stock in accordance with this Section 4.4 as record holders of Varex Shares shares of Xxxx Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex Xxxx agrees that, subject to any transfers of such shares, from and after the Effective Time Distribution Date, (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex Shares shares of Xxxx Common Stock then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex Shares shares of Xxxx Common Stock then held by such holder.

The Distribution. (a) Subject to Section 3.3, on at or prior to the Effective Time, Varex SpinCo will deliver to the Distribution Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex SpinCo Shares as is necessary to effect the Distribution (which SpinCo Shares shall represent at least 80.1% of the issued and outstanding SpinCo Shares as of immediately prior to the Distribution), and shall cause the transfer agent for the Parent Shares to instruct the Distribution Agent to distribute at the Effective Time the appropriate number of Varex SpinCo Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex SpinCo will not issue paper stock certificates in respect of the Varex SpinCo Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections Section 3.3 and Section 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex Shares equal to the number of Parent SpinCo Shares held by to which such Record Holder is entitled based on the Record Date multiplied a distribution ratio determined by the Distribution Ratio, Parent in its sole discretion rounded down to the nearest whole number. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexSpinCo. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex SpinCo Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Distribution Agent to determine the number of whole and fractional Varex SpinCo Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Distribution Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers brokers’ fees and commissions. None of Parent, Varex SpinCo or the Distribution Agent will be required to guarantee any minimum sale price for the fractional Varex SpinCo Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex SpinCo will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or VarexSpinCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex SpinCo Shares or cash in lieu of fractional shares with respect to Varex SpinCo Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexSpinCo, and Varex SpinCo or its transfer agent on its behalf shall hold such Varex SpinCo Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex SpinCo Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexSpinCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex SpinCo Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex SpinCo will regard the Persons entitled to receive such Varex SpinCo Shares as record holders of Varex SpinCo Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex SpinCo agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex SpinCo Shares then held by such holder, holder and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex SpinCo Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex will SpinCo shall deliver to the Distribution Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex SpinCo Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Distribution Agent to distribute at the Effective Time the appropriate number of Varex SpinCo Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex SpinCo will not issue paper stock certificates in respect of the Varex SpinCo Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will shall be entitled to receive in the Distribution a number of whole Varex SpinCo Shares equal to the number of Parent Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole number. (c) No fractional shares will shall be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexSpinCo. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex SpinCo Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Distribution Agent to determine the number of whole and fractional Varex SpinCo Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Distribution Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex SpinCo or the Distribution Agent will be required to guarantee any minimum sale price for the fractional Varex SpinCo Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex SpinCo will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or VarexSpinCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex SpinCo Shares or cash in lieu of fractional shares with respect to Varex SpinCo Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexSpinCo, and Varex SpinCo or its transfer agent on its behalf shall hold such Varex SpinCo Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex SpinCo Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexSpinCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex SpinCo Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex SpinCo will regard the Persons entitled to receive such Varex SpinCo Shares as record holders of Varex SpinCo Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex SpinCo agrees that, subject to any transfers of such shares, from and after the Effective Time Time, (i) each such holder will shall be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex SpinCo Shares then held by such holder, and (ii) each such holder will shall be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex SpinCo Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex SpinCo will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex SpinCo Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex SpinCo Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex SpinCo will not issue paper stock certificates in respect of the Varex SpinCo Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex SpinCo Shares equal to the number of Parent Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole number. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexSpinCo. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex SpinCo Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Agent to determine the number of whole and fractional Varex SpinCo Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex SpinCo or the Agent will be required to guarantee any minimum sale price for the fractional Varex SpinCo Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex SpinCo will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or VarexSpinCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex SpinCo Shares or cash in lieu of fractional shares with respect to Varex SpinCo Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexSpinCo, and Varex or its transfer agent on its behalf SpinCo shall hold such Varex SpinCo Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex SpinCo Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexSpinCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex SpinCo Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex SpinCo will regard the Persons entitled to receive such Varex SpinCo Shares as record holders of Varex SpinCo Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex SpinCo agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex SpinCo Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex SpinCo Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex SpinCo will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex SpinCo Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Ventas Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex SpinCo Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex SpinCo will not issue paper stock certificates in respect of the Varex SpinCo Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex SpinCo Shares equal to the number of Parent Ventas Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole number. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexSpinCo. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex SpinCo Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent Ventas shall direct the Agent to determine the number of whole and fractional Varex SpinCo Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of ParentVentas, Varex SpinCo or the Agent will be required to guarantee any minimum sale price for the fractional Varex SpinCo Shares sold in accordance with this Section 3.4(c). Neither Parent Ventas nor Varex SpinCo will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent Ventas or VarexSpinCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Ventas Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex SpinCo Shares or cash in lieu of fractional shares with respect to Varex SpinCo Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexSpinCo, and Varex SpinCo or its transfer agent on its behalf shall hold such Varex SpinCo Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex SpinCo Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexSpinCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent Ventas shall have no Liability with respect thereto. (e) Until the Varex SpinCo Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex SpinCo will regard the Persons entitled to receive such Varex SpinCo Shares as record holders of Varex SpinCo Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex SpinCo agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex SpinCo Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex SpinCo Shares then held by such holder.

The Distribution. (a) Subject Weyerhaeuser shall appoint the transfer agent for the Weyerhaeuser Common Shares (or an Affiliate of such transfer agent) or another bank or trust company reasonably approved by Parent to act as agent in connection with the Distribution as provided in this Section 3.32.04 and as agent for the issuance of Parent Common Stock in the Merger as contemplated by Article IV (the “Agent”). (b) On the terms and subject to the conditions set forth in this Agreement, on or prior to the Effective TimeDistribution Date, Varex will Weyerhaeuser shall irrevocably deliver to the Agent, for the benefit of the Record Eligible Holders, certificates representing (or authorize the related book-entry transfer authorizations transfer, for such number the benefit of the Eligible Holders, of) all the WRECO Common Shares outstanding Varex Shares as is necessary to effect of the Distribution, and Distribution Date. Weyerhaeuser shall cause the transfer agent for the Parent Shares to instruct the Agent to distribute at hold in trust (pending conversion of such WRECO Common Shares into shares of Parent Common Stock as a result of the Effective Time the appropriate number of Varex Merger) such WRECO Common Shares to for each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex will not issue paper stock certificates in respect of the Varex Shares. The Distribution shall be effective at the Effective Time.Eligible Holder: (bi) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the extent the Distribution is effected as a pro rata dividend, for each Eligible Share held by such Eligible Holder a number of whole Varex WRECO Common Shares equal to the number of Parent Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratio, (rounded down to the nearest whole number1/10,000 of a share) equal to the total number of WRECO Common Shares held by Weyerhaeuser on the Distribution Date, in each case after giving effect to any portion of the Distribution effected as an exchange offer pursuant to which validly tendered Eligible Shares are accepted for payment on or prior to the Record Date, divided by the sum of (A) the total number of Weyerhaeuser Common Shares outstanding on the Record Date and (B) if and to the extent determined by Weyerhaeuser, the total number of Weyerhaeuser Benefit Plan Shares issued by Weyerhaeuser after the Record Date and prior to the Distribution Date; or (ii) to the extent the Distribution is effected as an exchange offer, the number of WRECO Common Shares to be exchanged for each Eligible Share in such exchange offer. (c) No fractional shares will be distributed or credited Immediately after the Distribution and prior to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of Varex. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent the WRECO Common Shares shall direct not be transferable and the Agent shall not transfer any WRECO Common Shares to determine the number of whole and fractional Varex Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex or the Agent will be required to guarantee any minimum sale price for the fractional Varex Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or Varex. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such sharesEligible Holders. (d) Any Varex Shares or cash in lieu of fractional shares Weyerhaeuser and WRECO shall be entitled, and may instruct the Agent, to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts required to be deducted and withheld with respect to Varex Shares that remain unclaimed by the making of such payments under the Code or any Record Holder one hundred and eighty (180) days after the Distribution Date provision of state, local or foreign Tax Law. Any withheld amounts shall be delivered treated for all purposes of this Agreement as having been paid to Varex, and Varex or its transfer agent on its behalf shall hold such Varex Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex Shares and cash, if any, in lieu of fractional share interests shall be obligations of Varex, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect Persons otherwise entitled thereto. (e) Until the Varex Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex will regard the Persons entitled to receive such Varex Shares as record holders of Varex Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on at or prior to the Effective Time, Varex SpinCo will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex SpinCo Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent YUM Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex SpinCo Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex SpinCo will not issue paper stock certificates in respect of the Varex SpinCo Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex SpinCo Shares equal to be determined by resolution of the number of Parent Shares YUM Board, for every one (1) YUM Share held by such Record Holder on the Record Date multiplied by the Distribution RatioDate, rounded down to the nearest whole number. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder shareholder of VarexSpinCo. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex SpinCo Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent YUM shall direct the Agent to determine the number of whole and fractional Varex SpinCo Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers brokers’ fees and commissions. None of ParentYUM, Varex SpinCo or the Agent will be required to guarantee any minimum sale price for the fractional Varex SpinCo Shares sold in accordance with this Section 3.4(c). Neither Parent YUM nor Varex SpinCo will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent YUM or Varexthe SpinCo Parties. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent YUM Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex Notwithstanding anything herein to the contrary, if the distribution of SpinCo Shares or cash in lieu pursuant to the Distribution is not permitted under the applicable Law of fractional shares with respect to Varex Shares that remain unclaimed by any jurisdiction (each such jurisdiction, a “Prohibited Jurisdiction”), each Record Holder one hundred and eighty (180) days after in such Prohibited Jurisdiction who, but for such applicable Law, would have received a SpinCo Share pursuant to the Distribution Date Distribution, shall be delivered to Varex, and Varex or its transfer agent on its behalf shall hold such Varex Shares and cash for the account receive a distribution of such Record Holder, and the Parties agree that all obligations to provide such Varex Shares and cash, if anywithout any interest thereon, in lieu of fractional share interests shall be obligations of Varex, subject in each case such SpinCo Share to the extent permitted by the applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex will regard the Persons entitled to receive such Varex Shares as record holders of Varex Shares in accordance with the terms of the Distribution without requiring any action on the part Law of such Persons. Varex agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex Shares then held by such holder.Prohibited

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex SpinCo will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex SpinCo Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex SpinCo Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex SpinCo will not issue paper stock certificates in respect of the Varex SpinCo Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex SpinCo Shares equal to the number of Parent Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole number. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share shares interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexSpinCo. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex SpinCo Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Agent to determine the number of whole and fractional Varex SpinCo Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex SpinCo or the Agent will be required to guarantee any minimum sale price for the fractional Varex SpinCo Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex SpinCo will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or VarexSpinCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex SpinCo Shares or cash in lieu of fractional shares with respect to Varex SpinCo Shares that remain unclaimed by any Record Holder one hundred and eighty (180) 180 days after the Distribution Date shall be delivered to VarexSpinCo, and Varex or its transfer agent on its behalf SpinCo shall hold such Varex SpinCo Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex SpinCo Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexSpinCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex SpinCo Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex SpinCo will regard the Persons entitled to receive such Varex SpinCo Shares as record holders of Varex SpinCo Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex SpinCo agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex SpinCo Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex SpinCo Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex SpinCo will deliver to the Distribution Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex SpinCo Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Distribution Agent to distribute at the Effective Time the appropriate number of Varex SpinCo Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex SpinCo will not issue paper stock certificates in respect of the Varex SpinCo Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex Shares equal to the number of one (1) SpinCo Share for every five (5) Parent Shares held by such Record Holder on the Record Date multiplied by the Distribution RatioDate, rounded down to the nearest whole number. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexSpinCo. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex SpinCo Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Distribution Agent to determine the number of whole and fractional Varex SpinCo Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Distribution Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex SpinCo or the Distribution Agent will be required to guarantee any minimum sale price for the fractional Varex SpinCo Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex SpinCo will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or VarexSpinCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex SpinCo Shares or cash in lieu of fractional shares with respect to Varex SpinCo Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexSpinCo, and Varex SpinCo or its transfer agent on its behalf shall hold such Varex SpinCo Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex SpinCo Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexSpinCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex SpinCo Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex SpinCo will regard the Persons entitled to receive such Varex SpinCo Shares as record holders of Varex SpinCo Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex SpinCo agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex SpinCo Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex SpinCo Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex will CoalCo shall deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex CoalCo Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex CoalCo Shares to each such holder Record Holder or designated transferee or transferees of such holder thereof by way of direct registration in book-entry form. Varex will CoalCo shall not issue paper stock certificates in respect of the Varex CoalCo Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex CoalCo Shares equal to the number of Parent Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole number. (c) No fractional shares will shall be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexCoalCo. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex CoalCo Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Agent to determine the number of whole and fractional Varex CoalCo Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex CoalCo or the Agent will shall be required to guarantee any minimum sale price for the fractional Varex CoalCo Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex will CoalCo shall be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or VarexCoalCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex CoalCo Shares or cash in lieu of fractional shares with respect to Varex CoalCo Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexCoalCo, and Varex CoalCo or its transfer agent on its behalf shall hold such Varex CoalCo Shares and cash cash, if any, for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex CoalCo Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexCoalCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex CoalCo Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex will CoalCo shall regard the Persons entitled to receive such Varex CoalCo Shares as record holders of Varex CoalCo Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex CoalCo agrees that, subject to any transfers of such shares, from and after the Effective Time Time, (i) each such holder will shall be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex CoalCo Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex CoalCo Shares then held by such holder.

The Distribution. (a) Subject Upon the terms and subject to the conditions of this Agreement, following consummation of the authorization of Class A Common Stock pursuant to Section 3.37.2 and the Initial Contribution on the Closing Date, on Emmis shall declare and effect the Distribution, in accordance with Section 7.5(c), to each holder of issued and outstanding shares of Emmis Common Stock as of the Record Date (excluding treasury shares held by Emmis and any other shares of Emmis Common Stock otherwise held by a member of the Emmis Group), such that each such holder will receive a pro-rata share of the aggregate shares of Class A Common Stock held by Emmis as of the Distribution Time (the aggregate number of shares of Class A Common Stock held by Emmis as of the Distribution Time, the “Emmis Share Number”). (b) Any fractional shares of Class A Common Stock that would otherwise be issuable to a Emmis Stockholder pursuant to Section 7.5(a) shall be aggregated and such Emmis Stockholder shall be issued in respect of all such fractional shares a number of shares of Class A Common Stock equal to such aggregate number, rounded to the nearest whole number. Emmis, Mediaco and Purchaser acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Class A Common Stock was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Mediaco that would otherwise be caused by the issuance of fractional shares of Class A Common Stock. In the event that after giving effect to this Section 7.5(b), the aggregate number of shares of Class A Common Stock issued to the Emmis Stockholders is greater than the number of shares of Class A Common Stock to be issued as the Emmis Share Number, the Emmis Share Number shall be deemed to be amended to include such number of additional shares of Class A Common Stock issued pursuant to this Section 7.5(b), but in no event shall the total number of issued shares of Class A Common Stock represent more than 25% of the equity of Mediaco. (c) At or prior to the Effective Distribution Time, Varex will Emmis shall deliver to the Agent, for the benefit Agent evidence of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex Shares to each such holder or designated transferee or transferees of such holder by way of direct registration Class A Common Stock in book-entry form. Varex will not issue paper stock certificates form being distributed in respect the Distribution for the account of the Varex Sharesholders of Emmis Common Stock that are entitled thereto pursuant to Section 7.5(a) or Section 7.5(b). The Distribution shall be deemed to be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex Shares equal upon written authorization from Emmis to the number Agent to proceed, after the receipt of Parent Shares which the Agent shall then distribute by book-entry transfer in respect of the outstanding shares of Emmis Common Stock held by such Record Holder holders of record of Emmis Common Stock on the Record Date multiplied (excluding treasury shares held by Emmis and any other shares of Emmis Common Stock otherwise held by a member of the Emmis Group) all of the shares of Class A Common Stock distributed in the Distribution Ratio, rounded down to the nearest whole number. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of Varex. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Agent to determine the number of whole and fractional Varex Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex or the Agent will be required to guarantee any minimum sale price for the fractional Varex Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or Varex. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c7.5(a) and Section 3.4(d7.5(b), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex Shares or cash in lieu Purchaser shall be responsible for out of fractional shares pocket costs related to the Distribution, including the costs of engaging the Agent, listing fees and filing fees. Notwithstanding the foregoing, each party shall be pay the fees of its own counsel, provided that counsel to Purchaser, on behalf of Mediaco, shall be primarily responsible for securities filings with respect to Varex Shares that remain unclaimed by any Record Holder one hundred the Distribution, with cooperation and eighty (180) days after the Distribution Date shall be delivered to Varex, assistance as reasonably necessary from Emmis and Varex or its transfer agent on its behalf shall hold such Varex Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex Shares and cash, if any, in lieu of fractional share interests shall be obligations of Varex, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect theretocounsel. (e) Until the Varex Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex will regard the Persons entitled to receive such Varex Shares as record holders of Varex Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex Shares then held by such holder.

The Distribution. Subject to the satisfaction or waiver of the conditions set forth in Section 3.03, the actions set forth in this Section 3.02 shall be taken on the Distribution Date. (a) Subject EWS shall effect the Distribution by causing all of the issued and outstanding SNI Common Shares beneficially owned by EWS to Section 3.3, on or prior be distributed to the Effective Time, Varex will deliver to the Agent, for the benefit record holders of EWS Common Shares as of the Record HoldersDate, book-entry transfer authorizations for other than with respect to EWS Common Shares held in the treasury of EWS, by means of a pro rata distribution of such number of the outstanding Varex Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent SNI Common Shares to instruct holders of EWS Common Shares, on the Agent terms and subject to distribute at the Effective Time the appropriate number of Varex Shares to each such holder or designated transferee or transferees of such holder by way of direct registration conditions set forth in book-entry form. Varex will not issue paper stock certificates in respect of the Varex Shares. The Distribution shall be effective at the Effective Timethis Agreement. (b) Subject to Sections 3.3 and 3.4(cEach record holder of EWS Common Shares on the Record Date (or such holder’s designated transferee or transferees), each Record Holder other than in respect of EWS Common Shares held in the treasury of EWS, will be entitled to receive in the Distribution a number of whole Varex Shares equal Distribution, (i) one SNI Class A Common Share with respect to the number of Parent Shares every one EWS Class A Common Share held by such Record Holder record holder on the Record Date multiplied and (ii) one SNI Common Voting Share with respect to every one EWS Common Voting Share held by such record holder on the Record Date. EWS shall direct the Distribution Ratio, rounded down Agent to distribute on the nearest whole numberDistribution Date or as soon as reasonably practicable thereafter the appropriate number of SNI Common Shares to each such record holder or designated transferee(s) of such holder of record. (c) No fractional shares will be distributed or credited EWS shall direct the Distribution Agent, to book-entry accounts in connection with determine, as soon as is practicable after the DistributionDistribution Date, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder the number of Varex. In lieu of any such fractional shares, each Record Holder whoif any, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Agent to determine the number of whole and fractional Varex SNI Common Shares allocable to each Record Holder, holder of record of EWS Common Shares entitled to receive SNI Common Shares in the Distribution and to promptly thereafter aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby thereby, in the open market transactions or otherwise at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales)trading prices, and to cause to be distributed to each such Record Holderholder, in lieu of any fractional share, such Record Holder’s or ownerholder’s ratable share of the total proceeds of such sale, after deducting any Taxes making appropriate deductions of the amounts required to be withheld and applicable transfer Taxes, for federal income tax purposes and after deducting the costs an amount equal to all brokerage charges, commissions and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex or the Agent will be required to guarantee any minimum sale price for the fractional Varex Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or Varex. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect transfer taxes attributed to such sharessale. (d) Any Varex SNI Common Shares or cash cash, in lieu of fractional shares shares, with respect to Varex SNI Common Shares that remain remains unclaimed by any Record Holder one hundred and eighty (180) holder of record 180 days after the Distribution Date shall be delivered to Varex, and Varex or its transfer agent on its behalf SNI. SNI shall hold such Varex SNI Common Shares and or cash for the account of such Record Holder, holder of record and the Parties agree that all obligations any such holder of record shall look only to provide SNI for such Varex SNI Common Shares and or cash, if any, in lieu of fractional share interests shall be obligations of Varexinterests, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect theretolaws. (e) Until the Varex Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex will regard the Persons entitled to receive such Varex Shares as record holders of Varex Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex Enhabit will deliver to the Distribution Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex Enhabit Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Encompass Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex Enhabit Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex will not issue paper stock certificates in respect of the Varex Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex Enhabit Shares equal to the number of Parent Encompass Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole number. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and . Fractional shares that any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of Varex. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be have been entitled to receive a fractional share interest of a Varex Share pursuant to the Distribution, shall will be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Agent to determine the number of whole aggregated and fractional Varex Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby sold in the open market at by the then-prevailing prices Agent. The aggregate net cash proceeds of such sales will be distributed pro rata (based on behalf of each the fractional share such Record Holder would otherwise have been entitled to receive) to those Record Holders who would otherwise would be have been entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, shares. Recipients of cash in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required shares will not be entitled to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex or the Agent will be required to guarantee any minimum sale price for the fractional Varex Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex will be required to pay any interest on the proceeds from the sale amounts of payment made in lieu of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or Varex. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex Shares or cash in lieu of fractional shares with respect to Varex Enhabit Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexEnhabit, and Varex Enhabit or its transfer agent on its behalf shall hold such Varex Enhabit Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex Enhabit Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexEnhabit, subject in each case to applicable escheat or other abandoned property Laws, and Parent Encompass shall have no Liability with respect thereto. (e) Until the Varex Enhabit Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex Enhabit will regard the Persons entitled to receive such Varex Enhabit Shares as record holders of Varex Enhabit Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex Enhabit agrees that, subject to any transfers of such shares, from and after the Effective Time Time, (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex Enhabit Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex Enhabit Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex will UpstreamCo shall deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex UpstreamCo Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex UpstreamCo Shares to each such holder Record Holder or designated transferee or transferees of such holder thereof by way of direct registration in book-entry form. Varex will UpstreamCo shall not issue paper stock certificates in respect of the Varex UpstreamCo Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex UpstreamCo Shares equal to the number of Parent Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole number. (c) No fractional shares will shall be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexUpstreamCo. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex an UpstreamCo Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Agent to determine the number of whole and fractional Varex UpstreamCo Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex UpstreamCo or the Agent will shall be required to guarantee any minimum sale price for the fractional Varex UpstreamCo Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex will UpstreamCo shall be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or VarexUpstreamCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex UpstreamCo Shares or cash in lieu of fractional shares with respect to Varex UpstreamCo Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexUpstreamCo, and Varex UpstreamCo or its transfer agent on its behalf shall hold such Varex UpstreamCo Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex UpstreamCo Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexUpstreamCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex UpstreamCo Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex will UpstreamCo shall regard the Persons entitled to receive such Varex UpstreamCo Shares as record holders of Varex UpstreamCo Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex UpstreamCo agrees that, subject to any transfers of such shares, from and after the Effective Time Time, (i) each such holder will shall be entitled to receive all dividends, if any, dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex UpstreamCo Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex UpstreamCo Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex WPG will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex WPG Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent SPG Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex WPG Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex WPG will not issue paper stock certificates in respect of the Varex WPG Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex Shares equal to the number of Parent one WPG Share for every two SPG Shares held by such Record Holder on the Record Date multiplied by the Distribution RatioDate, rounded down to the nearest whole number. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share shares interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexWPG. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex WPG Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent SPG shall direct the Agent to determine the number of whole and fractional Varex WPG Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of ParentSPG, Varex WPG or the Agent will be required to guarantee any minimum sale price for the fractional Varex WPG Shares sold in accordance with this Section 3.4(c). Neither Parent SPG nor Varex WPG will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent SPG or VarexWPG. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent SPG Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex WPG Shares or cash in lieu of fractional shares with respect to Varex WPG Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexWPG, and Varex or its transfer agent on its behalf WPG shall hold such Varex WPG Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex WPG Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexWPG, subject in each case to applicable escheat or other abandoned property Laws, and Parent SPG shall have no Liability with respect thereto. (e) Until the Varex WPG Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex WPG will regard the Persons entitled to receive such Varex WPG Shares as record holders of Varex WPG Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex WPG agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex WPG Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex WPG Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex will SpinCo shall deliver to the Distribution Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex SpinCo Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Distribution Agent to distribute at the Effective Time the appropriate number of Varex SpinCo Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex SpinCo will not issue paper stock certificates in respect of the Varex SpinCo Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will shall be entitled to receive in the Distribution a number of whole Varex SpinCo Shares equal to the number of Parent Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole number. (c) No fractional shares will shall be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexSpinCo. In lieu of retaining any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex SpinCo Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Distribution Agent to determine the number of whole and fractional Varex SpinCo Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Distribution Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex SpinCo or the Distribution Agent will be required to guarantee any minimum sale price for the fractional Varex SpinCo Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex SpinCo will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or VarexSpinCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex SpinCo Shares or cash in lieu of fractional shares with respect to Varex SpinCo Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexSpinCo, and Varex SpinCo or its transfer agent on its behalf shall hold such Varex SpinCo Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex SpinCo Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexSpinCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex SpinCo Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex SpinCo will regard the Persons entitled to receive such Varex SpinCo Shares as record holders of Varex SpinCo Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex SpinCo agrees that, subject to any transfers of such shares, from and after the Effective Time Time, (i) each such holder will shall be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex SpinCo Shares then held by such holder, and (ii) each such holder will shall be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex SpinCo Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex PayPal will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex PayPal Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent eBay Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex PayPal Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex PayPal will not issue paper stock certificates in respect of the Varex PayPal Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex PayPal Shares equal to the number of Parent eBay Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole number. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share shares interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexPayPal. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex PayPal Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent eBay shall direct the Agent to determine the number of whole and fractional Varex PayPal Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of ParenteBay, Varex PayPal or the Agent will be required to guarantee any minimum sale price for the fractional Varex PayPal Shares sold in accordance with this Section 3.4(c). Neither Parent eBay nor Varex PayPal will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent eBay or VarexPayPal. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d3.4(e), the beneficial owner of Parent eBay Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Notwithstanding anything herein to the contrary, if the distribution of PayPal Shares pursuant to the Distribution is not permitted under the applicable Law of any jurisdiction (each such jurisdiction, a “Prohibited Jurisdiction”), each Record Holder in such Prohibited Jurisdiction who, but for such applicable Law, would have received a PayPal Share pursuant to the Distribution, shall receive a distribution of cash, without any interest thereon, in lieu of such PayPal Share to the extent permitted by the applicable Law of such Prohibited Jurisdiction. The procedures set forth in Section 3.4(c) with respect to fractional shares shall apply to the distribution of PayPal Shares to Record Holders in Prohibited Jurisdictions, mutatis mutandis, with each reference to a “fractional share” in such sentences being deemed a reference to a PayPal Share that, but for this Section 3.4(d) and for applicable Law, would have been distributed pursuant to the Distribution to a Record Holder in a Prohibited Jurisdiction. (e) Any Varex PayPal Shares or cash in lieu of fractional shares with respect to Varex PayPal Shares (or fractions thereof) that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexPayPal, and Varex or its transfer agent on its behalf PayPal shall hold such Varex PayPal Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex PayPal Shares and cash, if any, in lieu of fractional share interests PayPal Shares (or fractions thereof) shall be obligations of VarexPayPal, subject in each case to applicable escheat or other abandoned property Laws, and Parent eBay shall have no Liability with respect thereto. (ef) Until the Varex PayPal Shares are duly transferred in accordance with this Section 3.4 and applicable LawLaw and subject to Section 3.4(d), from and after the Effective Time, Varex PayPal will regard the Persons entitled to receive such Varex PayPal Shares as record holders of Varex PayPal Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex PayPal agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex PayPal Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex PayPal Shares then held by such holder.

The Distribution. (a) Subject to the terms and conditions set forth in this Agreement, including Section 3.33.3(b), (i) on or prior to the Effective TimeDistribution Date, Varex will Xxxxxx shall deliver to the Agent, Distribution Agent for the benefit of holders of record of Xxxxxx Common Stock on the Record Holders, Date book-entry transfer authorizations for such number of the issued and outstanding Varex Shares as is shares of FCPT Common Stock necessary to effect the Distribution, and shall cause (ii) the transfer agent for the Parent Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex will not issue paper stock certificates in respect of the Varex Shares. The Distribution shall be effective at the Effective Time, and (iii) Xxxxxx shall instruct the Distribution Agent to distribute, on or as soon as practicable after the Effective Time, to each holder of record of Xxxxxx Common Stock as of the Record Date, by means of a pro rata distribution, (x) one (1) share of FCPT Common Stock for every three (3) shares of Xxxxxx Common Stock so held, and (x) cash, if applicable, in lieu of fractional shares, in an amount determined in accordance with Section 4.1(b) hereof. Following the Distribution Date, FCPT agrees to provide all book-entry transfer authorizations for shares of FCPT Common Stock that Xxxxxx or the Distribution Agent shall require in order to effect the Distribution. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex Shares equal Notwithstanding anything herein to the number of Parent Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratiocontrary, rounded down to the nearest whole number. (c) No no fractional shares will of FCPT Common Stock shall be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder holder of Xxxxxx Common Stock would otherwise be entitled shall not entitle such Record Holder holder to vote or to any other rights as a stockholder of VarexFCPT. In lieu of any such fractional shares, each Record Holder holder of Xxxxxx Common Stock who, but for the provisions of this Section 3.4(c)section, would be entitled to receive a fractional share interest of a Varex Share FCPT Common Stock pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall Xxxxxx will direct the Distribution Agent to determine the number of whole shares and fractional Varex Shares shares of FCPT allocable to each Record Holderholder of Xxxxxx Common Stock, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder holder of Xxxxxx Common Stock who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed distribute to each such Record Holderholder his, in lieu of any fractional share, such Record Holder’s her or owner’s its ratable share of the total proceeds of such sale, after deducting any Taxes making appropriate deductions of the amounts required to be withheld and applicable transfer Taxes, for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Distribution Agent. None of ParentXxxxxx, Varex FCPT or the Distribution Agent will be required to shall guarantee any minimum sale price for the fractional Varex Shares sold in accordance with this Section 3.4(c)shares of FCPT Common Stock. Neither Parent Xxxxxx nor Varex will be required to FCPT shall pay any interest on the proceeds from the sale of fractional shares. The Distribution Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent Xxxxxx or VarexFCPT. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, XXXXXX SHALL, IN ITS SOLE AND ABSOLUTE DISCRETION, DETERMINE THE DISTRIBUTION DATE AND ALL TERMS OF THE DISTRIBUTION, INCLUDING THE FORM, STRUCTURE AND TERMS OF ANY TRANSACTIONS AND/OR OFFERINGS TO EFFECT THE DISTRIBUTION AND THE TIMING OF AND CONDITIONS TO THE CONSUMMATION THEREOF. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d)IN ADDITION, the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such sharesEVEN IF ALL OF THE CONDITIONS HAVE BEEN SATISFIED, THIS AGREEMENT MAY BE AMENDED, MODIFIED, ABANDONED OR OTHERWISE TERMINATED AT ANY TIME PRIOR TO THE EFFECTIVE TIME BY XXXXXX, WITHOUT THE PRIOR APPROVAL OF ANY OTHER PERSON, INCLUDING FCPT, IF THE BOARD OF DIRECTORS OF XXXXXX DETERMINES, IN ITS SOLE AND ABSOLUTE DISCRETION, THAT THE TRANSACTIONS ARE NOT IN THE BEST INTERESTS OF XXXXXX AND ITS STOCKHOLDERS OR THAT MARKET CONDITIONS OR OTHER CIRCUMSTANCES ARE SUCH THAT THE TRANSACTIONS ARE NO LONGER ADVISABLE AT THAT TIME. (d) Any Varex Shares or cash in lieu of fractional shares with respect to Varex Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to Varex, and Varex or its transfer agent on its behalf shall hold such Varex Shares and cash for the account of such Record Holder, and the The Parties agree that all obligations to provide such Varex Shares this Agreement constitutes a "plan of reorganization" within the meaning of Treasury Regulations Sections 1.368-2(g) and cash, if any, in lieu of fractional share interests shall be obligations of Varex, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto1.368-3(a). (e) Until the Varex Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex will regard the Persons entitled to receive such Varex Shares as record holders of Varex Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex SpinCo will deliver to the Distribution Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex SpinCo Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Distribution Agent to distribute at the Effective Time the appropriate number of Varex SpinCo Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex SpinCo will not issue paper stock certificates in respect of the Varex SpinCo Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex SpinCo Shares equal to the number of Parent Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole number. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexSpinCo. In lieu of retaining any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex SpinCo Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Distribution Agent to determine the number of whole and fractional Varex SpinCo Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Distribution Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex SpinCo or the Distribution Agent will be required to guarantee any minimum sale price for the fractional Varex SpinCo Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex SpinCo will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or VarexSpinCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex SpinCo Shares or cash in lieu of fractional shares with respect to Varex SpinCo Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexSpinCo, and Varex SpinCo or its transfer agent on its behalf shall hold such Varex SpinCo Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex SpinCo Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexSpinCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex SpinCo Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex SpinCo will regard the Persons entitled to receive such Varex SpinCo Shares as record holders of Varex SpinCo Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex SpinCo agrees that, subject to any transfers of such shares, from and after the Effective Time Time, (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex SpinCo Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex SpinCo Shares then held by such holder.

The Distribution. (ai) Subject Upon the terms and subject to the conditions of this Agreement, concurrently with the receipt of the Merger Consideration Shares as provided in Section 3.2, DLQ Parent shall declare and effect the Distribution, in accordance with Section 3.3(c)(iii), to each holder of issued and outstanding shares of DLQ Parent Common Stock as of the Record Date (excluding treasury shares held by DLQ Parent), such that each such holder will receive a pro-rata share of the aggregate Dividend Shares held by DLQ Parent as of the Distribution Time. (ii) Any fractional Dividend Shares that would otherwise be issuable to a DLQ Parent Stockholder pursuant to Section 3.33.3(c)(i) shall be aggregated and such DLQ Parent Stockholder shall be issued in respect of all such fractional shares a number of Dividend Shares equal to such aggregate number, on rounded to the nearest whole number. In the event that after giving effect to this Section 3.3(c)(ii) the aggregate number of Dividend Shares issued to the DLQ Parent Stockholders is greater than the number of Dividend Shares to be issued, the Dividend Shares number shall be deemed to be amended to include such number of additional Dividend Shares issued pursuant to this Section 3.3(c)(ii). (iii) At or prior to the Effective Distribution Time, Varex will DLQ Parent shall deliver to the Agent, for the benefit Agent evidence of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex Dividend Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex will not issue paper stock certificates form being distributed in respect the Distribution for the account of the Varex holders of DLQ Parent Common Stock that are entitled thereto pursuant to Section 3.3(c)(i) or Section 3.3(c)(ii). The Agent shall hold such evidence of Dividend Shares in book-entry form for the account of such holders of DLQ Parent Common Stock pending the Merger. Immediately after the Effective Time of the Merger and prior to the Distribution Time, the Dividend Shares shall not be transferable and the Agent shall not transfer any Dividend Shares. The Distribution shall be deemed to be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex Shares equal upon written authorization from DLQ Parent to the number Agent to proceed, after the receipt of which the Agent shall then distribute by book-entry transfer in respect of the outstanding shares of DLQ Parent Shares Common Stock held by such Record Holder holders of record of DLQ Parent Common Stock on the Record Date multiplied (excluding treasury shares held by DLQ Parent) all of the Dividend Shares distributed in the Distribution Ratio, rounded down to the nearest whole number. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of Varex. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Agent to determine the number of whole and fractional Varex Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex or the Agent will be required to guarantee any minimum sale price for the fractional Varex Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or Varex. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c3.3(c)(i) and Section 3.4(d3.3(c)(ii), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex Shares or cash in lieu of fractional shares with respect to Varex Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to Varex, and Varex or its transfer agent on its behalf shall hold such Varex Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex Shares and cash, if any, in lieu of fractional share interests shall be obligations of Varex, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex will regard the Persons entitled to receive such Varex Shares as record holders of Varex Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex WKKC will deliver to the Distribution Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex WKKC Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Kellanova Shares to instruct the Distribution Agent to distribute at the Effective Time the appropriate number of Varex WKKC Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex WKKC will not issue paper stock certificates in respect of the Varex WKKC Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections Section 3.3 and Section 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex Shares equal to the number of Parent Shares [•] WKKC Share[s] for every [•] Kellanova Share[s] held by such Record Holder on the Record Date multiplied by the Distribution RatioDate, rounded down to the nearest whole number. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexWKKC. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex WKKC Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent Xxxxxxxxx shall direct the Distribution Agent to determine the number of whole and fractional Varex WKKC Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing market prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Distribution Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers brokerage fees and commissions. None of ParentKellanova, Varex WKKC or the Distribution Agent will be required to guarantee any minimum sale price for the fractional Varex WKKC Shares sold in accordance with this Section 3.4(c). Neither Parent Kellanova nor Varex WKKC will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent Kellanova or VarexWKKC. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Kellanova Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex WKKC Shares or cash in lieu of fractional shares with respect to Varex WKKC Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexWKKC, and Varex WKKC or its transfer agent on its behalf shall hold such Varex WKKC Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex WKKC Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexWKKC, subject in each case to applicable escheat or other abandoned property Laws, and Parent Kellanova shall have no Liability with respect thereto. (e) Until the Varex WKKC Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex WKKC will regard the Persons entitled to receive such Varex WKKC Shares as record holders of Varex WKKC Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex WKKC agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex WKKC Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex WKKC Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex SpinCo will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex SpinCo Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Rayonier Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex SpinCo Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex SpinCo will not issue paper stock certificates in respect of the Varex SpinCo Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex SpinCo Shares equal to the number of Parent Rayonier Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole number. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share shares interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexSpinCo. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex SpinCo Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent Rayonier shall direct the Agent to determine the number of whole and fractional Varex SpinCo Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of ParentRayonier, Varex SpinCo or the Agent will be required to guarantee any minimum sale price for the fractional Varex SpinCo Shares sold in accordance with this Section 3.4(c). Neither Parent Rayonier nor Varex SpinCo will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent Rayonier or VarexSpinCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Rayonier Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex SpinCo Shares or cash in lieu of fractional shares with respect to Varex SpinCo Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexSpinCo, and Varex or its transfer agent on its behalf SpinCo shall hold such Varex SpinCo Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex SpinCo Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexSpinCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent Rayonier shall have no Liability with respect thereto. (e) Until the Varex SpinCo Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex SpinCo will regard the Persons entitled to receive such Varex SpinCo Shares as record holders of Varex SpinCo Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex SpinCo agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex SpinCo Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex SpinCo Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex SpinCo will deliver to the Distribution Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex SpinCo Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Distribution Agent to distribute at the Effective Time the appropriate number of Varex SpinCo Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex SpinCo will not issue paper stock certificates in respect of the Varex SpinCo Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex SpinCo Shares equal to the number of Parent Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole number. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexSpinCo. In lieu of retaining any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex SpinCo Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Distribution Agent to determine the number of whole and fractional Varex SpinCo Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Distribution Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex SpinCo or the Distribution Agent will be required to guarantee any minimum sale price for the fractional Varex SpinCo Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex SpinCo will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or VarexSpinCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex SpinCo Shares or cash in lieu of fractional shares with respect to Varex SpinCo Shares that remain unclaimed by any Record Holder one hundred and eighty (180) 180 days after the Distribution Date shall be delivered to VarexSpinCo, and Varex SpinCo or its transfer agent on its behalf shall hold such Varex SpinCo Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex SpinCo Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexSpinCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex SpinCo Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex SpinCo will regard the Persons entitled to receive such Varex SpinCo Shares as record holders of Varex SpinCo Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex SpinCo agrees that, subject to any transfers of such shares, from and after the Effective Time Time, (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex SpinCo Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex SpinCo Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex SpinCo will deliver to the Distribution Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex SpinCo Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Distribution Agent to distribute at the Effective Time the appropriate number of Varex SpinCo Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex SpinCo will not issue paper stock certificates in respect of the Varex SpinCo Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex SpinCo Shares equal to the number of Parent Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole number. (c) No Record Holders holding a number of Parent Shares on the Record Date that would entitle such holders to receive less than one whole SpinCo Share in the Distribution will receive cash in lieu of such fractional share. For the avoidance of doubt, no fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution. Parent shall cause the Distribution Agent to, as soon as practicable after the date on which “when-issued” trading of the SpinCo Shares begins on the NYSE, (a) determine the number of whole and any such fractional share interests SpinCo Shares allocable to which a each Record Holder and (b) aggregate all fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions at then prevailing trading prices on behalf of holders who would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of Varex. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex Share pursuant to interests. Parent shall cause the Distribution, shall be paid cash, without any interest thereonDistribution Agent to, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Agent to determine the number of whole and fractional Varex Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed distribute to each such Record Holderholder, in lieu or for the benefit of any fractional shareeach beneficial owner, such Record Holderholder’s or owner’s ratable share of the total net proceeds of such sale, based upon the average gross selling price per SpinCo Share after deducting making appropriate deductions for any Taxes amount required to be withheld under applicable Tax Law and applicable less any brokers’ charges, commissions or transfer Taxes. The Distribution Agent, in its sole discretion, will determine the timing and after deducting method of selling such fractional shares, the costs and expenses selling price of such sale fractional shares and distribution, including brokers fees and commissions. None of Parent, Varex or the Agent broker-dealer through which such fractional shares will be required to guarantee any minimum sale price for sold; provided, however, that the fractional Varex Shares sold in accordance with this Section 3.4(c)designated broker-dealer is not an Affiliate of Parent or SpinCo. Neither Parent nor Varex SpinCo will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or Varex. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex Shares or cash in lieu of fractional shares with respect to Varex SpinCo Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexSpinCo, and Varex SpinCo or its transfer agent on its behalf shall hold such Varex SpinCo Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex SpinCo Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexSpinCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex SpinCo Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex SpinCo will regard the Persons entitled to receive such Varex SpinCo Shares as record holders of Varex SpinCo Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex SpinCo agrees that, subject to any transfers of such shares, from and after the Effective Time Time, (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex SpinCo Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex SpinCo Shares then held by such holder.

The Distribution. (a) Subject to Section 3.32.03, on or prior to the Effective Time, Varex Fuels will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex Fuels Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Tech Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex Fuels Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex Fuels will not issue paper stock certificates in respect of the Varex Fuels Shares, unless it deems it necessary to do so. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c)Section 2.03, each Record Holder will be entitled to receive in the Distribution a number of whole Varex five (5) Fuels Shares equal to the number of Parent Shares for every one (1) Tech Share held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole numberDate. (c) No fractional shares will shall be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexFuels. In lieu of any such fractional sharesWhen calculating the shares to distribute, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Agent to determine the number of whole and fractional Varex Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex or the Agent will be required to guarantee any minimum sale price for the fractional Varex Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex will be required to pay any interest on the proceeds deleted from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or Varex. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d)shareholders total issuance, the beneficial owner of Parent Shares held of record in the name of creating a nominee in any nominee account shall be treated as the Record Holder with respect to such shares“round down” effect. (d) Any Varex Shares or cash in lieu of fractional shares with respect to Varex Fuels Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexFuels, and Varex Fuels or its transfer agent on its behalf shall hold such Varex Fuels Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex Fuels Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexFuels, subject in each case to applicable escheat or other abandoned property Laws, and Parent Tech shall have no Liability with respect thereto. (e) Until the Varex Fuels Shares are duly transferred in accordance with this Section 3.4 2.04 and applicable Law, from and after the Effective Time, Varex Fuels will regard the Persons entitled to receive such Varex Fuels Shares as record holders of Varex Fuels Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex Fuels agrees that, subject to any transfers of such shares, from and after the Effective Time Time, (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex Fuels Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex Fuels Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on at or prior to the Effective Time, Varex will SpinCo shall deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex SpinCo Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex SpinCo Shares to each such holder Record Holder or designated transferee or transferees of such holder thereof by way of direct registration in book-entry form. Varex will SpinCo shall not issue paper stock certificates in respect of the Varex SpinCo Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will shall be entitled to receive in the Distribution a number of one whole Varex Shares equal to the number of SpinCo Share for every eleven Parent Shares held by such Record Holder on the Record Date multiplied by the Distribution RatioDate, rounded down to the nearest whole numbernumber (the “Distribution Ratio”). (c) No fractional shares will shall be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexSpinCo. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Agent to determine the number of whole and fractional Varex SpinCo Shares allocable to each Record Holder, to aggregate all such fractional shares allocable to Record Holders into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive a fractional share interests interest (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such salesale in respect of such fractional share, after deducting any Taxes required to be withheld under applicable Tax Law and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex SpinCo or the Agent will shall be required or permitted to guarantee any minimum sale price for the fractional Varex SpinCo Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex will SpinCo shall be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or VarexSpinCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex SpinCo Shares or cash in lieu of fractional shares with respect to Varex SpinCo Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexSpinCo, and Varex SpinCo or its transfer agent on its behalf shall hold such Varex SpinCo Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex SpinCo Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexSpinCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex SpinCo Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex will SpinCo shall regard the Persons entitled to receive such Varex SpinCo Shares as record holders of Varex SpinCo Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex SpinCo agrees that, subject to any transfers of such shares, from and after the Effective Time Time, (i) each such holder will shall be entitled to receive all dividends, if any, dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex SpinCo Shares then held by such holder, holder and (ii) each such holder will shall be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex SpinCo Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex UE will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex UE Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Vornado Shares or the VRLP Interests, as the case may be, to instruct the Agent to distribute at the Effective Time the appropriate number of Varex UE Shares to each such holder Record Holder or designated transferee or transferees of such holder Record Holder by way of direct registration in book-entry form. Varex UE will not issue paper stock share certificates in respect of the Varex UE Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex one UE Share for every two Vornado Shares equal to or VRLP Interests, as the number of Parent Shares case may be, held by such Record Holder on the Record Date multiplied by the Distribution RatioDate, rounded down to the nearest whole number. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share shares interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder shareholder of VarexUE. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex UE Share pursuant to the Distribution, as applicable, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent Vornado shall direct the Agent to determine the number of whole and fractional Varex UE Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of ParentVornado, Varex VRLP, UE or the Agent will be required to guarantee any minimum sale price for the fractional Varex UE Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex None of Vornado, VRLP or UE will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent Vornado or VarexUE. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Vornado Shares or VRLP Interests, as the case may be, held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such sharesshares or interests. (d) Any Varex UE Shares or cash in lieu of fractional shares with respect to Varex UE Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexUE, and Varex or its transfer agent on its behalf UE shall hold such Varex UE Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex UE Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexUE, subject in each case to applicable escheat or other abandoned property Laws, and Parent Vornado shall have no Liability with respect thereto. (e) Until the Varex UE Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex UE will regard the Persons entitled to receive such Varex UE Shares as record holders of Varex UE Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex UE agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex UE Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex UE Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex Adient will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex Adient Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Xxxxxxx Controls Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex Adient Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex Adient will not issue paper stock share certificates in respect of the Varex Adient Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex Adient Shares equal to the number of Parent Xxxxxxx Controls Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole number. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share shares interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexAdient. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex an Adient Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent Xxxxxxx Controls shall direct the Agent to determine the number of whole and fractional Varex Adient Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of ParentXxxxxxx Controls, Varex Adient or the Agent will be required to guarantee any minimum sale price for the fractional Varex Adient Shares sold in accordance with this Section 3.4(c). Neither Parent Xxxxxxx Controls nor Varex Adient will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent Xxxxxxx Controls or VarexAdient. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Xxxxxxx Controls Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex Adient Shares or cash in lieu of fractional shares with respect to Varex Adient Shares (or fractions thereof) that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexAdient, and Varex or its transfer agent on its behalf Adient shall hold such Varex Adient Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex Adient Shares and cash, if any, in lieu of fractional share interests Adient Shares (or fractions thereof) shall be obligations of VarexAdient, subject in each case to applicable escheat or other abandoned property Laws, and Parent Xxxxxxx Controls shall have no Liability with respect thereto. (e) Until the Varex Adient Shares are duly transferred delivered in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex Adient will regard the Persons entitled to receive such Varex Adient Shares as record holders of Varex Adient Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex Adient agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex Adient Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership in book-entry form of the Varex Adient Shares then held by such holder. (f) At or prior to the Effective Time, Adient shall acquire and cancel, for no consideration, the Initial Share Capital.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex WKKC will deliver to the Distribution Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex WKKC Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Kellanova Shares to instruct the Distribution Agent to distribute at the Effective Time the appropriate number of Varex WKKC Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex WKKC will not issue paper stock certificates in respect of the Varex WKKC Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections Section 3.3 and Section 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex Shares equal to the number of Parent one (1) WKKC Share for every four (4) Kellanova Shares held by such Record Holder on the Record Date multiplied by the Distribution RatioDate, rounded down to the nearest whole number. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexWKKC. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex WKKC Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent Xxxxxxxxx shall direct the Distribution Agent to determine the number of whole and fractional Varex WKKC Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing market prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Distribution Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers brokerage fees and commissions. None of ParentKellanova, Varex WKKC or the Distribution Agent will be required to guarantee any minimum sale price for the fractional Varex WKKC Shares sold in accordance with this Section 3.4(c). Neither Parent Kellanova nor Varex WKKC will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent Kellanova or VarexWKKC. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Kellanova Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex WKKC Shares or cash in lieu of fractional shares with respect to Varex WKKC Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexWKKC, and Varex WKKC or its transfer agent on its behalf shall hold such Varex WKKC Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex WKKC Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexWKKC, subject in each case to applicable escheat or other abandoned property Laws, and Parent Kellanova shall have no Liability with respect thereto. (e) Until the Varex WKKC Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex WKKC will regard the Persons entitled to receive such Varex WKKC Shares as record holders of Varex WKKC Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex WKKC agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex WKKC Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex WKKC Shares then held by such holder.

The Distribution. (a) Subject to Section 3.32.3, on or prior to the Effective Time, Varex Lova will deliver to the AgentAgent in the name of Logiq, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex Lova Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Logiq Shares to instruct the Agent to distribute at the Effective Time Distribution Date the appropriate number of Varex Lova Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex Lova will not issue paper stock certificates in respect of the Varex Lova Shares, unless it deems it necessary to do so. The Distribution shall be effective at the Effective TimeDistribution Date. (b) Subject to Sections 3.3 and 3.4(c)Section 2.3, each Record Holder will be entitled to receive in the Distribution a number of whole Varex Shares equal to the number of Parent Shares one (1) Lova Share for every one (1) Logiq Share held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole numberDate. (c) No fractional shares will shall be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexLova. In lieu of any such fractional sharesWhen calculating the shares to distribute, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Agent to determine the number of whole and fractional Varex Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex or the Agent will be required to guarantee any minimum sale price for the fractional Varex Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex will be required to pay any interest on the proceeds deleted from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or Varex. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d)shareholders total issuance, the beneficial owner of Parent Shares held of record in the name of creating a nominee in any nominee account shall be treated as the Record Holder with respect to such shares“round down” effect. (d) Any Varex Shares or cash in lieu of fractional shares with respect to Varex Lova Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexLova, and Varex Lova or its transfer agent on its behalf shall hold such Varex Lova Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex Lova Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexLova, subject in each case to applicable escheat or other abandoned property Laws, and Parent Logiq shall have no Liability with respect thereto. (e) Until the Varex Lova Shares are duly transferred in accordance with this Section 3.4 2.4 and applicable Law, from and after the Effective TimeDistribution Date, Varex Lova will regard the Persons entitled to receive such Varex Lova Shares as record holders of Varex Lova Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex Lova agrees that, subject to any transfers of such shares, from and after the Effective Time Time, (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex Lova Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex Lova Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex RVI will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex RVI Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares DDR Shares, as the case may be, to instruct the Agent to (i) distribute at the Effective Time the appropriate whole number of Varex RVI Shares to each such holder Record Holder or designated transferee or transferees of such holder Record Holder by way of direct registration in book-entry formform and (ii) receive and hold for and on behalf of each Record Holder the amount of fractional RVI Shares to which such Record Holder would otherwise be entitled to receive in the Distribution. Varex RVI will not issue paper stock share certificates in respect of the Varex RVI Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 3.3, 3.4(a) and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex Shares equal to the number of Parent one (1) RVI Share for every ten (10) DDR Shares held by such Record Holder on the Record Date multiplied by the Distribution RatioDate, rounded down to the nearest whole numberexcluding fractional RVI Shares. (c) No fractional shares RVI Shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share RVI Shares interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder shareholder of VarexRVI. In lieu of any such fractional sharesRVI Shares, each Record Holder who, but for the provisions of this Section 3.4(c)3.4, would be entitled to receive a fractional share interest of a Varex RVI Share pursuant to the Distribution, as applicable, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent DDR shall direct the Agent to determine the number of whole and fractional Varex RVI Shares allocable to each Record Holder, to aggregate all such fractional shares RVI Shares into whole sharesRVI Shares, and to sell the whole shares RVI Shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how how, and through which broker-dealer and at what price to make such sales)dealers as determined in its sole discretion without any influence by DDR or RVI, and to cause to be distributed to each such Record Holder, in lieu of any fractional shareRVI Share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of ParentDDR, Varex RVI or the Agent will be required to guarantee any minimum sale price for the fractional Varex RVI Shares sold in accordance with this Section 3.4(c). Neither Parent DDR nor Varex RVI will be required to pay any interest on the proceeds from the sale of fractional sharesRVI Shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares RVI Shares are sold shall be Affiliates of Parent DDR or VarexRVI. Solely for purposes of computing fractional share RVI Share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent DDR Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such sharesDDR Shares. (d) Any Varex RVI Shares or cash in lieu of fractional shares RVI Shares with respect to Varex RVI Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexRVI, and Varex or its transfer agent on its behalf RVI shall hold such Varex RVI Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex RVI Shares and cash, if any, in lieu of fractional share RVI Share interests shall be obligations of VarexRVI, subject in each case to applicable escheat or other abandoned property Laws, and Parent DDR shall have no Liability with respect thereto. (e) Until the Varex RVI Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex RVI will regard the Persons entitled to receive such Varex RVI Shares as record holders of Varex Shares Record Holders in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex RVI agrees that, subject to any transfers of such sharesRVI Shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex RVI Shares then held by such holderRecord Holder, and (ii) each such holder Record Holder will be entitled, without any action on the part of such holderRecord Holder, to receive evidence of ownership of the Varex RVI Shares then held by such holderRecord Holder. (f) Notwithstanding anything herein to the contrary, each DDR Restricted Share that is outstanding as of the Distribution will be treated in substantially the same manner in the Distribution as other DDR Shares, as set forth in this Section 3.4, except that the RVI Shares delivered pursuant to Section 3.4(b) with respect to such DDR Restricted Shares shall be RVI Restricted Shares that are subject to the same vesting requirements and dates and other terms and conditions as the DDR Restricted Shares to which they relate. In the event that any RVI Restricted Shares are forfeited by their respective holders following the Distribution, then such RVI Restricted Shares will be returned to RVI.

The Distribution. (a) Subject to Section 3.3, on at or prior to the Effective Time, Varex will SpinCo shall deliver to the Distribution Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex SpinCo Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Distribution Agent to distribute at the Effective Time the appropriate number of Varex SpinCo Shares to each such holder Record Holder or designated transferee or transferees of such holder thereof by way of direct registration in book-entry form. Varex will SpinCo shall not issue paper stock certificates in respect of the Varex SpinCo Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex Shares equal to the number of one SpinCo Share for every ten Parent Shares held by such Record Holder on the Record Date multiplied by the Distribution RatioDate, rounded down to the nearest whole number. (c) No fractional shares will shall be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexSpinCo. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex SpinCo Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Distribution Agent to determine the number of whole and fractional Varex SpinCo Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Distribution Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex SpinCo or the Distribution Agent will shall be required to guarantee any minimum sale price for the fractional Varex SpinCo Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex will SpinCo shall be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or VarexSpinCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex SpinCo Shares or cash in lieu of fractional shares with respect to Varex SpinCo Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexSpinCo, and Varex SpinCo or its transfer agent on its behalf shall hold such Varex SpinCo Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex SpinCo Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexSpinCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex SpinCo Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex will SpinCo shall regard the Persons entitled to receive such Varex SpinCo Shares as record holders of Varex SpinCo Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex SpinCo agrees that, subject to any transfers of such shares, from and after the Effective Time Time, (i) each such holder will shall be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex SpinCo Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex SpinCo Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex PayPal will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex PayPal Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent eBay Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex PayPal Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex PayPal will not issue paper stock certificates in respect of the Varex PayPal Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex PayPal Shares equal to the number of Parent eBay Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole number. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share shares interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexPayPal. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex PayPal Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent eBay shall direct the Agent to determine the number of whole and fractional Varex PayPal Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of ParenteBay, Varex PayPal or the Agent will be required to guarantee any minimum sale price for the fractional Varex PayPal Shares sold in accordance with this Section 3.4(c). Neither Parent eBay nor Varex PayPal will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent eBay or VarexPayPal. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d3.4(e), the beneficial owner of Parent eBay Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex Notwithstanding anything herein to the contrary, if the distribution of PayPal Shares or cash in lieu pursuant to the Distribution is not permitted under the applicable Law of fractional shares with respect to Varex Shares that remain unclaimed by any jurisdiction (each such jurisdiction, a “Prohibited Jurisdiction”), each Record Holder one hundred and eighty (180) days after in such Prohibited Jurisdiction who, but for such applicable Law, would have received a PayPal Share pursuant to the Distribution Date Distribution, shall be delivered to Varex, and Varex or its transfer agent on its behalf shall hold such Varex Shares and cash for the account receive a distribution of such Record Holder, and the Parties agree that all obligations to provide such Varex Shares and cash, if anywithout any interest thereon, in lieu of fractional share interests shall be obligations of Varex, subject in each case such PayPal Share to the extent permitted by the applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex will regard the Persons entitled to receive such Varex Shares as record holders of Varex Shares in accordance with the terms of the Distribution without requiring any action on the part Law of such Persons. Varex agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex Shares then held by such holder.Prohibited

The Distribution. (a) Subject to Section 3.3, on at or prior to the Effective Time, Varex SpinCo will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex SpinCo Shares as is necessary to effect the Distribution, and shall will cause the transfer agent for the Parent Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex SpinCo Shares to each such holder Record Holder or designated transferee or transferees of such holder Record Holder by way crediting such number of direct registration in SpinCo Shares to book-entry form. Varex will not issue paper stock certificates in respect accounts of the Varex Sharessuch Record Holder or designated transferee or transferees of such Record Holder. The Distribution shall will be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex SpinCo Shares equal to be determined by resolution of the number of Parent Shares Board, for every one Parent Share held by such Record Holder on the Record Date multiplied by the Distribution RatioDate, rounded down to the nearest whole number. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall will not entitle such Record Holder to vote or to any other rights as a stockholder shareholder of VarexSpinCo. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex SpinCo Share pursuant to the Distribution, shall will be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall will direct the Agent to determine the number of whole and fractional Varex SpinCo Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers brokers’ fees and commissions. None of Parent, Varex SpinCo or the Agent will be required to guarantee any minimum sale price for the fractional Varex SpinCo Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex SpinCo will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall will be Affiliates of Parent or Varexthe Parties. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall will be treated as the Record Holder with respect to such shares. (d) Any Varex SpinCo Shares or cash in lieu of fractional shares with respect to Varex SpinCo Shares (or fractions thereof) that remain unclaimed by any Record Holder one hundred and eighty (180) 180 days after the Distribution Date shall will be delivered to VarexSpinCo, and Varex or its transfer agent on its behalf shall SpinCo will hold such Varex SpinCo Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex SpinCo Shares and cash, if any, in lieu of fractional share interests shall SpinCo Shares (or fractions thereof) will be obligations of VarexSpinCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall will have no Liability with respect thereto. (e) Until the Varex SpinCo Shares are duly transferred in accordance with this Section 3.4 and applicable LawLaw and subject to Section 3.4(d), from and after the Effective Time, Varex SpinCo will regard the Persons entitled to receive such Varex SpinCo Shares as record holders of Varex such SpinCo Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex SpinCo agrees that, subject to any transfers of such sharesSpinCo Shares, from and after the Effective Time (i) each such record holder will be entitled to receive all dividends, if any, dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex SpinCo Shares then held by such record holder, and (ii) each such record holder will be entitled, without any action on the part of such record holder, to receive evidence of ownership of the Varex SpinCo Shares then held by such record holder.

The Distribution. (a) Subject to Section 3.3‎3.3, on or prior to the Effective Time, Varex OSG will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex Shares INSW Stock as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares OSG Common Stock to instruct the Agent to distribute at the Effective Time the appropriate number of Varex Shares INSW Stock to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex will not issue paper stock certificates in respect of the Varex Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 Section ‎3.3 and 3.4(cSection ‎3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex Shares INSW Stock equal to to, (i) in the case of a holder of OSG Common Stock as of the Record Date, the number of Parent Shares OSG Common Stock held by such Record Holder on the Record Date multiplied by the Distribution RatioRatio and (ii) in the case of a Warrant Holder as of the Record Date, rounded down the Distribution Ratio multiplied by each share of OSG Common Stock such Warrant Holder would have received if he, she or it had exercised its OSG Warrants immediately prior to the nearest whole numberDistribution. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share shares interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexINSW. In lieu of any such fractional shares, each Record Holder whothat, but for the provisions of this Section 3.4(c‎3.4(c), would be entitled to receive a fractional share interest of a Varex Share INSW Stock pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent OSG shall direct the Agent to determine the number of whole and fractional Varex Shares INSW Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each the Record Holder who Holders that otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex or the Agent will be required to guarantee any minimum sale price for the fractional Varex Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or Varex. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex Shares or cash in lieu of fractional shares with respect to Varex Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to Varex, and Varex or its transfer agent on its behalf shall hold such Varex Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex Shares and cash, if any, in lieu of fractional share interests shall be obligations of Varex, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex will regard the Persons entitled to receive such Varex Shares as record holders of Varex Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex Shares then held by such holder.in

The Distribution. (a) Subject to Section 3.3, on at or prior to the Effective Time, Varex will SpinCo shall deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex SpinCo Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex SpinCo Shares to each such holder Record Holder or designated transferee or transferees of such holder thereof by way of direct registration in book-entry form. Varex will SpinCo shall not issue paper stock certificates in respect of the Varex SpinCo Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will shall be entitled to receive in the Distribution a number of one whole Varex Shares equal to the number of SpinCo Share for every [__] Parent Shares held by such Record Holder on the Record Date multiplied by the Distribution RatioDate, rounded down to the nearest whole numbernumber (the “Distribution Ratio”). (c) No fractional shares will shall be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexSpinCo. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Agent to determine the number of whole and fractional Varex SpinCo Shares allocable to each Record Holder, to aggregate all such fractional shares allocable to Record Holders into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive a fractional share interests interest (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such salesale in respect of such fractional share, after deducting any Taxes required to be withheld under applicable Tax Law and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex SpinCo or the Agent will shall be required or permitted to guarantee any minimum sale price for the fractional Varex SpinCo Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex will SpinCo shall be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or VarexSpinCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex SpinCo Shares or cash in lieu of fractional shares with respect to Varex SpinCo Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexSpinCo, and Varex SpinCo or its transfer agent on its behalf shall hold such Varex SpinCo Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex SpinCo Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexSpinCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex SpinCo Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex will SpinCo shall regard the Persons entitled to receive such Varex SpinCo Shares as record holders of Varex SpinCo Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex SpinCo agrees that, subject to any transfers of such shares, from and after the Effective Time Time, (i) each such holder will shall be entitled to receive all dividends, if any, dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex SpinCo Shares then held by such holder, holder and (ii) each such holder will shall be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex SpinCo Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex SpinCo will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex SpinCo Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex SpinCo Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex SpinCo will not issue paper stock certificates in respect of the Varex SpinCo Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex SpinCo Shares equal to the number of Parent Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole number. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexSpinCo. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex SpinCo Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Agent to determine the number of whole and fractional Varex SpinCo Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex SpinCo or the Agent will be required to guarantee any minimum sale price for the fractional Varex SpinCo Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex SpinCo will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or VarexSpinCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex SpinCo Shares or cash in lieu of fractional shares with respect to Varex SpinCo Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexSpinCo, and Varex SpinCo or its transfer agent on its behalf shall hold such Varex SpinCo Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex SpinCo Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexSpinCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex SpinCo Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex SpinCo will regard the Persons entitled to receive such Varex SpinCo Shares as record holders of Varex SpinCo Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex SpinCo agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex SpinCo Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex SpinCo Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex will GRP&E/BCS SpinCo shall deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex GRP&E/BCS Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex GRP&E/BCS Shares to each such holder Record Holder or designated transferee or transferees of such holder thereof by way of direct registration in book-entry form. Varex will GRP&E/BCS SpinCo shall not issue paper stock certificates in respect of the Varex GRP&E/BCS Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex Shares equal to the number of [ ] GRP&E/BCS Share for every [ ] Parent Shares Share held by such Record Holder on the Record Date multiplied by (the “Distribution Ratio”)[, rounded down to the nearest whole number.] (c) No fractional shares will shall be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexGRP&E/BCS SpinCo. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex GRP&E/BCS Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Agent to determine the number of whole and fractional Varex GRP&E/BCS Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex GRP&E/BCS SpinCo or the Agent will shall be required to guarantee any minimum sale price for the fractional Varex GRP&E/BCS Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex will GRP&E/BCS SpinCo shall be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or VarexGRP&E/BCS SpinCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex GRP&E/BCS Shares or cash in lieu of fractional shares with respect to Varex GRP&E/BCS Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexGRP&E/BCS SpinCo, and Varex GRP&E/BCS SpinCo or its transfer agent on its behalf shall hold such Varex GRP&E/BCS Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex GRP&E/BCS Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexGRP&E/BCS SpinCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex GRP&E/BCS Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex will GRP&E/BCS SpinCo shall regard the Persons entitled to receive such Varex GRP&E/BCS Shares as record holders of Varex GRP&E/BCS Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex GRP&E/BCS SpinCo agrees that, subject to any transfers of such shares, from and after the Effective Time Time, (i) each such holder will shall be entitled to receive all dividends, if any, dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex GRP&E/BCS Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex GRP&E/BCS Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex will UpstreamCo shall deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex UpstreamCo Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex UpstreamCo Shares to each such holder Record Holder or designated transferee or transferees of such holder thereof by way of direct registration in book-entry form. Varex will UpstreamCo shall not issue paper stock certificates in respect of the Varex UpstreamCo Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of one whole Varex Shares equal to the number of UpstreamCo Share for every three Parent Shares held by such Record Holder on the Record Date multiplied by (the “Distribution Ratio”), rounded down to the nearest whole number. (c) No fractional shares will shall be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexUpstreamCo. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex an UpstreamCo Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Agent to determine the number of whole and fractional Varex UpstreamCo Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex UpstreamCo or the Agent will shall be required to guarantee any minimum sale price for the fractional Varex UpstreamCo Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex will UpstreamCo shall be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or VarexUpstreamCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex UpstreamCo Shares or cash in lieu of fractional shares with respect to Varex UpstreamCo Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexUpstreamCo, and Varex UpstreamCo or its transfer agent on its behalf shall hold such Varex UpstreamCo Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex UpstreamCo Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexUpstreamCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex UpstreamCo Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex will UpstreamCo shall regard the Persons entitled to receive such Varex UpstreamCo Shares as record holders of Varex UpstreamCo Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex UpstreamCo agrees that, subject to any transfers of such shares, from and after the Effective Time Time, (i) each such holder will shall be entitled to receive all dividends, if any, dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex UpstreamCo Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex UpstreamCo Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex MRI will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such the Total Distribution Shares (being the number of the outstanding Varex MRI Shares as is necessary to effect the Distribution), subject to the withholding by MNK of the Withholding Shares, and shall will cause the transfer agent for the Parent Shares MNK Shares, as the case may be, to instruct the Agent to (i) distribute at the Effective Time the appropriate whole number of Varex MRI Shares to each such holder Record Holder or designated transferee or transferees of such holder Record Holder by way of direct registration in book-entry formform and (ii) receive and hold for and on behalf of each Record Holder the amount of fractional MRI Shares to which such Record Holder would otherwise be entitled to receive in the Distribution. Varex MRI will not issue paper stock share certificates in respect of the Varex MRI Shares. The Distribution shall will be effective at the Effective Time. (b) Subject to Sections 3.3 3.3, 3.4(a) and 3.4(c), each Record Holder will be entitled to receive in the Distribution a the number of whole Varex MRI Shares equal to the product of (i) the number of Parent MNK Shares held by such Record Holder on the Record Date multiplied by (ii) the Distribution Ratio, rounded down excluding fractional MRI Shares, subject to the nearest whole numberwithholding by MNK of the Withholding Shares. (c) No fractional shares MRI Shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share MRI Shares interests to which a Record Holder would otherwise be entitled shall will not entitle such Record Holder to vote or to any other rights as a stockholder shareholder of VarexMRI. In lieu of any such fractional sharesMRI Shares, each Record Holder who, but for the provisions of this Section 3.4(c)3.4, would be entitled to receive a fractional share interest of a Varex MRI Share pursuant to the Distribution, shall as applicable, will be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after On the Effective TimeRecord Date, Parent shall MNK will direct the Agent to determine the number of whole and fractional Varex MRI Shares allocable to each Record Holder, to aggregate all such fractional shares MRI Shares into whole sharesMRI Shares, and to sell the whole shares MRI Shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how how, and through which broker-dealer and at what price to make such sales)dealers as determined in its sole discretion without any influence by MNK or MRI, and to cause to be distributed to each such Record Holder, in lieu of any fractional shareMRI Share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of ParentMNK, Varex MRI or the Agent will be required to guarantee any minimum sale price for the fractional Varex MRI Shares sold in accordance with this Section 3.4(c). Neither Parent MNK nor Varex MRI will be required to pay any interest on the proceeds from the sale of fractional sharesMRI Shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares MRI Shares are sold shall will be Affiliates of Parent MNK or VarexMRI. Solely for purposes of computing fractional share MRI Share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent MNK Shares held of record in the name of a nominee in any nominee account shall will be treated as the Record Holder with respect to such sharesMNK Shares. (d) Any Varex MRI Shares or cash in lieu of fractional shares MRI Shares with respect to Varex MRI Shares that remain unclaimed by any Record Holder one hundred and eighty (180) 180 days after the Distribution Date shall will be delivered to VarexMRI, and Varex or its transfer agent on its behalf shall MRI will hold such Varex MRI Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex MRI Shares and cash, if any, in lieu of fractional share MRI Share interests shall will be obligations of VarexMRI, subject in each case to applicable prescription, escheat or other abandoned property Laws, and Parent shall MNK will have no Liability with respect thereto. (e) Until the Varex MRI Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex MRI will regard the Persons entitled to receive such Varex MRI Shares as record holders of Varex Shares Record Holders in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex MRI agrees that, subject to any transfers of such sharesMRI Shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex MRI Shares then held by such holderRecord Holder, and (ii) each such holder Record Holder will be entitled, without any action on the part of such holderRecord Holder, to receive evidence of ownership of the Varex MRI Shares then held by such holderRecord Holder. (f) Notwithstanding anything herein to the contrary, each MNK Option that is outstanding as of the Distribution, whether vested or unvested, will be canceled in its entirety without payment to the holder of such MNK Option. At or following the Effective Time, each holder of any such MNK Option will receive a number of MRI Options or other equity incentive award to be determined by the MRI Board in accordance with the terms of an equity incentive plan to be adopted by MRI.

The Distribution. (a) Subject to Section 3.32.03, on or prior to the Effective Time, Varex Automotive will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex Automotive Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent MTI Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex Automotive Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex Automotive will not issue paper stock certificates in respect of the Varex Automotive Shares, unless it deems it necessary to do so. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c)Section 2.03, each Record Holder will be entitled to receive in the Distribution a an identical number of whole Varex Shares equal to shares of common stock, Series A Preferred Stock and Series B Preferred Stock, as the number case may be, in Automotive for each such share of Parent Shares MTI held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole numberDate. (c) No fractional shares will shall be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexAutomotive. In lieu of any such fractional sharesWhen calculating the shares to distribute, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Agent to determine the number of whole and fractional Varex Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex or the Agent will be required to guarantee any minimum sale price for the fractional Varex Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex will be required to pay any interest on the proceeds deleted from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or Varex. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d)shareholders total issuance, the beneficial owner of Parent Shares held of record in the name of creating a nominee in any nominee account shall be treated as the Record Holder with respect to such shares“round down” effect. (d) Any Varex Shares or cash in lieu of fractional shares with respect to Varex Automotive Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexAutomotive, and Varex Automotive or its transfer agent on its behalf shall hold such Varex Automotive Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex Automotive Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexAutomotive, subject in each case to applicable escheat or other abandoned property Laws, and Parent MTI shall have no Liability with respect thereto. (e) Until the Varex Automotive Shares are duly transferred in accordance with this Section 3.4 2.04 and applicable Law, from and after the Effective Time, Varex Automotive will regard the Persons entitled to receive such Varex Automotive Shares as record holders of Varex Automotive Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex Automotive agrees that, subject to any transfers of such shares, from and after the Effective Time Time, (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex Automotive Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex Automotive Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex will GRP&E/BCS SpinCo shall deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex GRP&E/BCS Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex GRP&E/BCS Shares to each such holder Record Holder or designated transferee or transferees of such holder thereof by way of direct registration in book-entry form. Varex will GRP&E/BCS SpinCo shall not issue paper stock certificates in respect of the Varex GRP&E/BCS Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex Shares equal to the number of one (1) GRP&E/BCS Share for every four (4) Parent Shares Share held by such Record Holder on the Record Date multiplied by (the “Distribution Ratio”), rounded down to the nearest whole number. (c) No fractional shares will shall be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexGRP&E/BCS SpinCo. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex GRP&E/BCS Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Agent to determine the number of whole and fractional Varex GRP&E/BCS Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex GRP&E/BCS SpinCo or the Agent will shall be required to guarantee any minimum sale price for the fractional Varex GRP&E/BCS Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex will GRP&E/BCS SpinCo shall be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or VarexGRP&E/BCS SpinCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex Shares or cash in lieu of fractional shares with respect to Varex Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to Varex, and Varex or its transfer agent on its behalf shall hold such Varex Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex Shares and cash, if any, in lieu of fractional share interests shall be obligations of Varex, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex will regard the Persons entitled to receive such Varex Shares as record holders of Varex Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex Adient will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex Adient Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Xxxxxxx Controls Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex Adient Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex Adient will not issue paper stock certificates in respect of the Varex Adient Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex Adient Shares equal to the number of Parent Xxxxxxx Controls Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole number. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share shares interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexAdient. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex an Adient Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent Xxxxxxx Controls shall direct the Agent to determine the number of whole and fractional Varex Adient Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of ParentXxxxxxx Controls, Varex Adient or the Agent will be required to guarantee any minimum sale price for the fractional Varex Adient Shares sold in accordance with this Section 3.4(c). Neither Parent Xxxxxxx Controls nor Varex Adient will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent Xxxxxxx Controls or VarexAdient. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Xxxxxxx Controls Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex Adient Shares or cash in lieu of fractional shares with respect to Varex Adient Shares (or fractions thereof) that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexAdient, and Varex or its transfer agent on its behalf Adient shall hold such Varex Adient Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex Adient Shares and cash, if any, in lieu of fractional share interests Adient Shares (or fractions thereof) shall be obligations of VarexAdient, subject in each case to applicable escheat or other abandoned property Laws, and Parent Xxxxxxx Controls shall have no Liability with respect thereto. (e) Until the Varex Adient Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex Adient will regard the Persons entitled to receive such Varex Adient Shares as record holders of Varex Adient Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex Adient agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex Adient Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership in book-entry form of the Varex Adient Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on at or prior to the Effective Time, Varex SpinCo will deliver to the Distribution Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex SpinCo Shares as is necessary to effect the Distribution (which SpinCo Shares shall represent at least 80.1% of the issued and outstanding SpinCo Shares as of immediately prior to the Distribution), and shall cause the transfer agent for the Parent Shares to instruct the Distribution Agent to distribute at the Effective Time the appropriate number of Varex SpinCo Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex SpinCo will not issue paper stock certificates in respect of the Varex SpinCo Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections Section 3.3 and Section 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex Shares equal to the number of Parent SpinCo Shares held by to which such Record Holder is entitled based on the Record Date multiplied a distribution ratio determined by the Distribution Ratio, Parent in its sole discretion rounded down to the nearest whole number. . (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexSpinCo. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex SpinCo Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Distribution Agent to determine the number of whole and fractional Varex SpinCo Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Distribution Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers brokers’ fees and commissions. None of Parent, Varex SpinCo or the Distribution Agent will be required to guarantee any minimum sale price for the fractional Varex SpinCo Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex SpinCo will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or VarexSpinCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex Shares or cash in lieu of fractional shares with respect to Varex Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to Varex, and Varex or its transfer agent on its behalf shall hold such Varex Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex Shares and cash, if any, in lieu of fractional share interests shall be obligations of Varex, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex will regard the Persons entitled to receive such Varex Shares as record holders of Varex Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex Shares then held by such holder.

The Distribution. Section 2.01 The Distribution. (a) Subject to Section 3.32.03 and Section 7.07 hereof, on or prior to the Effective TimeDistribution Date, Varex will Xxxxxxx shall deliver to the Agent, for the benefit of the holders of record of Xxxxxxx Common Stock on the Record HoldersDate, one or more stock certificates, endorsed by Xxxxxxx in blank, representing all of the then outstanding shares of Midas Common Stock owned by Xxxxxxx, and shall instruct the Agent on the Distribution Date either to distribute in certificated form, or make book-entry transfer authorizations for such number of the outstanding Varex Shares as is necessary to effect the Distributioncredits for, and shall cause the transfer agent for the Parent Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex Shares such shares of Midas Common Stock to each such holder or designated transferee or transferees (and, if applicable, cash in lieu of such holder by way any fractional shares obtained in the manner provided in Section 2.01(c)). Each of direct registration Xxxxxxx and Midas shall provide to the Agent all share certificates and any information required in book-entry form. Varex will not issue paper stock certificates in respect order to complete the Distribution on the basis of one share of Midas Common Stock for every six shares of Xxxxxxx Common Stock outstanding on the Varex Shares. Record Date. (b) The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c)as of 12:01 a.m., each Record Holder will be entitled to receive in New York time, on the Distribution a number of whole Varex Shares equal to the number of Parent Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole numberDate. (c) No certificates representing fractional shares will of Midas Common Stock shall be distributed or credited to book-entry accounts in connection with the Distribution, . Holders that request or receive delivery of physical certificates representing Midas Common Stock in the Distribution and any such fractional holders that would receive less than one whole share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of Varex. In Midas Common Stock in the Distribution will receive cash in lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex Share pursuant to the Distribution, . Xxxxxxx shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct instruct the Agent to determine the number of whole and fractional Varex Shares shares of Midas Common Stock allocable to each holder of record of Xxxxxxx Common Stock as of the Record HolderDate who will receive cash in lieu of a fractional share of Midas Common Stock, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in on the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the AgentNew York Stock Exchange or otherwise, in its sole and absolute discretion, determining when, how and through which broker-dealer and each case at what price to make such sales)then prevailing trading prices, and to cause to be distributed to each such Record Holderholder, in lieu of any fractional share, such Record Holder’s or owner’s holder's ratable share of the total proceeds of such sale, after deducting any Taxes required an amount equal to be withheld all brokerage charges, commissions and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex or the Agent will be required to guarantee any minimum sale price for the fractional Varex Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or Varex. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect taxes attributed to such sharessale. (d) Any Varex Shares or cash in lieu of fractional shares with respect to Varex Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to Varex, and Varex or its transfer agent on its behalf shall hold such Varex Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex Shares and cash, if any, in lieu of fractional share interests shall be obligations of Varex, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex will regard the Persons entitled to receive such Varex Shares as record holders of Varex Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex Shares then held by such holder.

The Distribution. Subject to the satisfaction or waiver of the conditions set forth in Section 3.3, the actions set forth in this Section 3.2 shall be taken on the Distribution Date. (a) Subject FNF shall effect the Distribution by causing all of the issued and outstanding shares of JAX Common Stock beneficially owned by FNF to Section 3.3, on or prior be distributed to the Effective Time, Varex will deliver to the Agent, for the benefit record holders of shares of FNFV Common Stock as of the Record HoldersDate, book-entry transfer authorizations for such number other than with respect to shares of FNFV Common Stock held in the outstanding Varex Shares as is necessary to effect the Distributiontreasury of FNF, and shall cause the transfer agent for the Parent Shares to instruct the Agent to distribute at the Effective Time the appropriate number by means of Varex Shares to each such holder or designated transferee or transferees a pro rata dividend of such holder by way JAX Common Stock to such record holders of direct registration shares of FNFV Common Stock, on the terms and subject to the conditions set forth in book-entry form. Varex will not issue paper stock certificates in respect of the Varex Shares. The Distribution shall be effective at the Effective Timethis Agreement. (b) Subject to Sections 3.3 and 3.4(cEach record holder of FNFV Common Stock on the Record Date (or such holder’s designated transferee or transferees), each Record Holder other than in respect of shares of FNFV Common Stock held in the treasury of FNF, will be entitled to receive in the Distribution a number Distribution, one (1) share of whole Varex Shares equal JAX Common Stock with respect to the number every [ ] shares of Parent Shares FNFV Common Stock held by such Record Holder record holder on the Record Date multiplied by Date. FNF shall direct the Distribution Ratio, rounded down Agent to distribute on the nearest whole numberDistribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of JAX Common Stock to each such record holder or designated transferee(s) of such holder of record. (c) No fractional shares will be distributed or credited FNF shall direct the Distribution Agent to book-entry accounts in connection with determine, as soon as is practicable after the DistributionDistribution Date, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder the number of Varex. In lieu of any such fractional shares, if any, of JAX Common Stock allocable to each Record Holder who, but for the provisions holder of this Section 3.4(c), would be record of FNFV Common Stock entitled to receive a fractional share interest of a Varex Share pursuant JAX Common Stock in the Distribution and to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Agent to determine the number of whole and fractional Varex Shares allocable to each Record Holder, to promptly thereafter aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby thereby, in the open market transactions or otherwise at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales)trading prices, and to cause to be distributed to each such Record Holderholder, in lieu of any fractional share, such Record Holder’s or ownerholder’s ratable share of the total proceeds of such sale, after deducting any Taxes making appropriate deductions of the amounts required to be withheld and applicable transfer Taxes, for federal income tax purposes and after deducting the costs an amount equal to all brokerage charges, commissions and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex or the Agent will be required to guarantee any minimum sale price for the fractional Varex Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or Varex. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect transfer taxes attributed to such sharessale. (d) Any Varex Shares JAX Common Stock or cash in lieu of fractional shares with respect to Varex Shares JAX Common Stock that remain remains unclaimed by any Record Holder one hundred and eighty (180) holder of record 180 days after the Distribution Date shall be delivered to Varex, and Varex or JAX at its transfer agent on its behalf request. JAX shall hold such Varex Shares and JAX Common Stock and/or cash for the account of such Record Holder, holder of record and the Parties agree that all obligations any such holder of record shall look only to provide JAX for such Varex Shares and JAX Common Stock and/or cash, if any, in lieu of fractional share interests shall be obligations of Varexinterests, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex will regard the Persons entitled to receive such Varex Shares as record holders of Varex Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex Shares then held by such holder.

The Distribution. (a) Subject to the satisfaction or waiver of the conditions set forth in Section 3.35.01, to the extent the Distribution is effected as a pro rata dividend, each Eligible Holder shall be entitled to receive for each Eligible Share held by such Eligible Holder a number of shares of Spinco Common Stock equal to the total number of shares of Spinco Common Stock held by Weyerhaeuser on or the Distribution Date, in each case after giving effect to any prior Distribution effected as an exchange offer, divided by the sum of (A) the total number of shares of Weyerhaeuser Common Stock outstanding on the Record Date, (B) the total number of shares of Weyerhaeuser Common Stock to be issued upon the exchange of all Weyerhaeuser Canada Exchangeable Shares outstanding on the Record Date (other than Weyerhaeuser Canada Exchangeable Shares owned by Weyerhaeuser), and (C) if and to the extent determined by Weyerhaeuser, the total number of Weyerhaeuser Benefit Plan Shares issued by Weyerhaeuser after the Record Date and prior to the Effective Time, Varex will deliver Distribution Date (rounded down to the Agent, for the benefit nearest 1/10,000 of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex will not issue paper stock certificates in respect of the Varex Shares. The Distribution shall be effective at the Effective Timea share). (b) Subject to Sections 3.3 and 3.4(c)the satisfaction or waiver of the conditions set forth in Section 5.01, each Record Holder will be entitled to receive in the extent the Distribution a number of whole Varex Shares equal to is effected as an exchange offer, the number of Parent Shares held shares of Spinco Common Stock to be exchanged for each Eligible Share in such exchange offer shall be determined by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole numberWeyerhaeuser in its sole discretion. (c) No fractional Fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder of Spinco Common Stock that would otherwise be entitled shall not entitle such Record Holder to vote or to received by any other rights as a stockholder of Varex. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex Share pursuant to the Distribution, Eligible Holders shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Agent to determine the number of whole and fractional Varex Shares allocable to each Record Holder, to aggregate all such fractional shares into whole sharesaggregated, and to sell Weyerhaeuser shall cause the whole shares obtained thereby to be sold by the transfer agent on behalf of the Eligible Holders, in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales)or otherwise, and to cause the net proceeds thereof, after deducting any required withholding taxes and brokerage charges, commissions and transfer taxes, to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex or the Agent will be required to guarantee any minimum sale price for the fractional Varex Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or Varex. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such sharesEligible Holders. (d) Any Varex Shares None of the parties hereto or cash in lieu of fractional shares with respect to Varex Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date Exchange Agent shall be delivered liable to Varex, and Varex any person in respect of any shares of Spinco Common Stock (or its transfer agent on its behalf shall hold such Varex Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex Shares and cash, if any, in lieu of fractional share interests shall be obligations of Varex, subject in each case to applicable escheat dividends or other abandoned property Laws, and Parent shall have no Liability distributions with respect thereto) or proceeds from a sale pursuant to Section 3.02(c) that are delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. (e) Until Weyerhaeuser, Spinco and Newco Canada Exchangeco, as the Varex Shares are duly transferred in accordance with this Section 3.4 and applicable Lawcase may be, from and after the Effective Time, Varex will regard the Persons entitled to receive such Varex Shares as record holders of Varex Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex Shares then held by such holder, and (ii) each such holder will shall be entitled, without any action on and may instruct the part transfer agent or the Exchange Agent, to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts required to be deducted and withheld with respect to the making of such holderpayments under the Code, the ITA or any provision of local or foreign tax law. Any withheld amounts shall be treated for all purposes of this Agreement as having been paid to receive evidence of ownership of the Varex Shares then held by such holderpersons otherwise entitled thereto.

The Distribution. (a) Subject to Section 3.32.03, on or prior to the Effective Time, Varex Fuels will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex Fuels Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Tech Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex Fuels Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex Fuels will not issue paper stock certificates in respect of the Varex Fuels Shares, unless it deems it necessary to do so. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c)Section 2.03, each Record Holder will be entitled to receive in the Distribution a number of whole Varex Shares equal to the number of Parent Shares one (1) Fuels Share for every Tech Share held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole numberDate. (c) No fractional shares will shall be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexFuels. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c2.04(c), would be entitled to receive a fractional share interest of a Varex Fuels Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent Tech shall direct the Agent to determine the number of whole and fractional Varex Fuels Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of ParentTech, Varex Fuels or the Agent will shall be required to guarantee any minimum sale price for the fractional Varex Fuels Shares sold in accordance with this Section 3.4(c2.04(c). Neither Parent Tech nor Varex will Fuels shall be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent Tech or VarexFuels. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c2.04(c) and Section 3.4(d2.04(d), the beneficial owner of Parent Tech Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex Fuels Shares or cash in lieu of fractional shares with respect to Varex Fuels Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexFuels, and Varex Fuels or its transfer agent on its behalf shall hold such Varex Fuels Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex Fuels Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexFuels, subject in each case to applicable escheat or other abandoned property Laws, and Parent Tech shall have no Liability with respect thereto. (e) Until the Varex Fuels Shares are duly transferred in accordance with this Section 3.4 2.04 and applicable Law, from and after the Effective Time, Varex Fuels will regard the Persons entitled to receive such Varex Fuels Shares as record holders of Varex Fuels Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex Fuels agrees that, subject to any transfers of such shares, from and after the Effective Time Time, (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex Fuels Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex Fuels Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Varex SpinCo will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex SpinCo Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent KAR Shares to instruct the Agent to distribute at the Effective Time the appropriate number of Varex SpinCo Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex SpinCo will not issue paper stock certificates in respect of the Varex SpinCo Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c)Section 3.3, each Record Holder will be entitled to receive in the Distribution a number of whole Varex Shares equal to the number of Parent Shares one (1) SpinCo Share for every KAR Share held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole numberDate. (c) No fractional shares will shall be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexSpinCo. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex SpinCo Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent KAR shall direct the Agent to determine the number of whole and fractional Varex SpinCo Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of ParentKAR, Varex SpinCo or the Agent will shall be required to guarantee any minimum sale price for the fractional Varex SpinCo Shares sold in accordance with this Section 3.4(c). Neither Parent KAR nor Varex will SpinCo shall be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent KAR or VarexSpinCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent KAR Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex SpinCo Shares or cash in lieu of fractional shares with respect to Varex SpinCo Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexSpinCo, and Varex SpinCo or its transfer agent on its behalf shall hold such Varex SpinCo Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex SpinCo Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexSpinCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent KAR shall have no Liability with respect thereto. (e) Until the Varex SpinCo Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex SpinCo will regard the Persons entitled to receive such Varex SpinCo Shares as record holders of Varex SpinCo Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex SpinCo agrees that, subject to any transfers of such shares, from and after the Effective Time Time, (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex SpinCo Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex SpinCo Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3‎3.3, on or prior to the Effective Time, Varex OSG will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex Shares INSW Stock as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares OSG Common Stock to instruct the Agent to distribute at the Effective Time the appropriate number of Varex Shares INSW Stock to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Varex will not issue paper stock certificates in respect of the Varex Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c)Section ‎3.3, each Record Holder will be entitled to receive in the Distribution a number of whole Varex Shares INSW Stock equal to to, (i) in the case of a holder of OSG Common Stock as of the Record Date, the number of Parent Shares OSG Common Stock held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole numbernumber and (ii) in the case of a holder of OSG Warrants as of the Record Date, the Distribution Ratio multiplied by each share of OSG Common Stock such Warrant Holder would have received if he, she or it had exercised its OSG Warrants immediately prior to the Distribution. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share shares interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexINSW. In lieu of any such fractional shares, each Record Holder whothat, but for the provisions of this Section 3.4(c‎3.4(c), would be entitled to receive a fractional share interest of a Varex Share INSW Stock pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent OSG shall direct the Agent to determine the number of whole and fractional Varex Shares INSW Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each the Record Holder who Holders that otherwise would be entitled to receive fractional share interests (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of ParentOSG, Varex INSW or the Agent will be required to guarantee any minimum sale price for the fractional Varex Shares INSW Stock sold in accordance with this Section 3.4(c‎3.4(c). Neither Parent OSG nor Varex INSW will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent OSG or VarexINSW. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d‎3.4(c), “Record Holder” shall mean the beneficial owner of Parent Shares person by whom the OSG Common Stock is “held of record in record” within the name meaning of a nominee in any nominee account shall be treated as Rule 12g5-1 under the Record Holder with respect to such sharesExchange Act. (d) Any Varex Shares or cash in lieu of fractional shares with respect to Varex Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to Varex, and Varex or its transfer agent on its behalf shall hold such Varex Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex Shares and cash, if any, in lieu of fractional share interests shall be obligations of Varex, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex will regard the Persons entitled to receive such Varex Shares as record holders of Varex Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on at or prior to the Effective Time, Varex will SpinCo shall deliver to the Distribution Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Varex SpinCo Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Distribution Agent to distribute at the Effective Time the appropriate number of Varex SpinCo Shares to each such holder Record Holder or designated transferee or transferees of such holder thereof by way of direct registration in book-entry form. Varex will SpinCo shall not issue paper stock certificates in respect of the Varex SpinCo Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole Varex SpinCo Shares equal to the number of Parent Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole number. (c) No fractional shares will shall be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of VarexSpinCo. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Varex SpinCo Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Distribution Agent to determine the number of whole and fractional Varex SpinCo Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Distribution Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of Parent, Varex SpinCo or the Distribution Agent will shall be required to guarantee any minimum sale price for the fractional Varex SpinCo Shares sold in accordance with this Section 3.4(c). Neither Parent nor Varex will SpinCo shall be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or VarexSpinCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (d) Any Varex SpinCo Shares or cash in lieu of fractional shares with respect to Varex SpinCo Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to VarexSpinCo, and Varex SpinCo or its transfer agent on its behalf shall hold such Varex SpinCo Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such Varex SpinCo Shares and cash, if any, in lieu of fractional share interests shall be obligations of VarexSpinCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto. (e) Until the Varex SpinCo Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, Varex will SpinCo shall regard the Persons entitled to receive such Varex SpinCo Shares as record holders of Varex SpinCo Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Varex SpinCo agrees that, subject to any transfers of such shares, from and after the Effective Time Time, (i) each such holder will shall be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Varex SpinCo Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the Varex SpinCo Shares then held by such holder.