Common use of The Distribution Clause in Contracts

The Distribution. (a) Horizon will cooperate with TriMas to accomplish the Distribution and will, at the direction of TriMas, use reasonable best efforts to promptly take any and all actions necessary or desirable to effect the Distribution. Each of the Parties will provide, or cause the applicable member of its Group to provide, to the Agent all documents and information required to complete the Distribution. (b) Subject to the terms and conditions set forth in this Agreement, (i) on or prior to the Distribution Date, for the benefit of and distribution to the Record Holders, TriMas will deliver to the Agent all of the issued and outstanding shares of Horizon Common Stock then owned by TriMas and book-entry authorizations for such shares and (ii) on the Distribution Date, TriMas will instruct the Agent to (A) distribute to each Record Holder (or such Record Holder’s bank, brokerage firm or other nominee on such Record Holder’s behalf) electronically, by direct registration in book-entry form, the number of whole shares of Horizon Common Stock to which such Record Holder is entitled based on the Distribution Ratio and (B) receive and hold for and on behalf of each Record Holder, the number of fractional shares of Horizon Common Stock to which such Record Holder is entitled based on the Distribution Ratio. The Distribution will be effective at 5:00 p.m. Eastern time on the Distribution Date. On or as soon as practicable after the Distribution Date, the Agent will mail to each Record Holder an account statement indicating the number of whole shares of Horizon Common Stock that have been registered in book-entry form in such Record Holder’s name. (c) With respect to the Horizon Common Stock remaining with the Agent 180 days after the Distribution Date, the Agent will deliver any such shares of Horizon Common Stock as directed by Horizon, with the consent of TriMas (which consent will not be unreasonably withheld, conditioned or delayed).

The Distribution. (a) Horizon will SpinCo shall cooperate with TriMas Parent to accomplish the Distribution and willshall, at the direction of TriMasParent, use its reasonable best efforts to promptly take any and all actions necessary reasonably necessary, customary or desirable advisable to effect the Distribution, including any Customary Offering Actions. Each of Parent shall select any investment bank or manager in connection with the Parties Distribution as well as any financial printer, solicitation, exchange or distribution agent and financial, legal, accounting, tax and other advisors for Parent in connection with the Distribution. Parent or SpinCo, as the case may be, will provide, or cause the applicable member of its Group to provide, to the Agent all documents share certificates and any information required in order to complete the Distribution (provided that any information required to complete the Distributionbe provided under this Section 5.01(a) shall be subject to Section 7.09). (b) Subject to the terms and conditions set forth in this Agreement, (i) after completion of the Separation Transactions (other than those steps that are expressly contemplated to occur at or after the Distribution) and on or prior to the Distribution Date, for the benefit of and distribution to the holders of Parent Common Stock as of the Record Date (“Record Holders”), TriMas Parent will deliver to the Agent all 100.0% of the issued and outstanding shares of Horizon SpinCo Common Stock then owned held by TriMas Parent and book-entry authorizations for such shares and (ii) on the Distribution Date, TriMas will Parent shall instruct the Agent to (A) distribute distribute, by means of a pro rata dividend based on the aggregate number of shares of Parent Common Stock held by each applicable Record Holder, to each Record Holder (or such Record Holder’s bank, bank or brokerage firm or other nominee on such Record Holder’s behalf) electronically, by direct registration in book-entry form, the number of whole shares of Horizon SpinCo Common Stock to which such Record Holder is entitled based on the Distribution Ratio and (B) receive and hold for and on behalf of each Record Holder, the number of fractional shares of Horizon Common Stock to which such Record Holder is entitled based on the Distribution Ratioa distribution ratio determined by Parent in its sole discretion. The Distribution will shall be effective at 5:00 p.m. Eastern 12:10 a.m. New York City time on the Distribution Date. On Parent shall, on or as soon as practicable after the Distribution Date, instruct the Agent will to mail to each Record Holder (or otherwise transmit in accordance with the Agent’s regular practices) an account statement indicating the number of whole shares of Horizon SpinCo Common Stock that have been registered in book-entry form in the name of such Record Holder’s name. (c) With respect to the Horizon Common Stock remaining with the Agent 180 days after the Distribution Date, the Agent will deliver any such shares of Horizon Common Stock as directed by Horizon, with the consent of TriMas (which consent will not be unreasonably withheld, conditioned or delayed).

The Distribution. (a) Horizon will ALTISOURCE shall cooperate with TriMas OCWEN to accomplish the Distribution and willshall, at the direction of TriMasOCWEN, use reasonable best efforts to promptly take any and all actions necessary or desirable to effect the Distribution. Each of OCWEN shall select any manager in connection with the Parties Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for OCWEN. OCWEN and ALTISOURCE, as the case may be, will provide, or cause the applicable member of its Group to provide, to the Agent all documents share certificates and any information required in order to complete the Distribution. (b) Subject to the terms and conditions set forth in this Agreement, (i) on or prior to the Distribution Date, OCWEN shall deliver to the Agent for the benefit of and distribution to the Record Holders, TriMas will deliver to the Agent Holders all of the issued and outstanding shares of Horizon ALTISOURCE Common Stock then owned by TriMas OCWEN or any other member of the OCWEN Group and book-entry transfer authorizations for such shares and (ii) on the Distribution Date, TriMas will OCWEN shall instruct the Agent to distribute, (Ax) distribute with respect to Record Stockholders, by means of a pro rata dividend to each Record Holder Stockholder (or such Record HolderStockholder’s bank, bank or brokerage firm or other nominee on such Record HolderStockholder’s behalf) electronically, by direct registration in book-entry form, the number one share of whole ALTISOURCE Common Stock for every three shares of Horizon OCWEN Common Stock to which held by such Record Holder is entitled based on the Distribution Ratio and (B) receive and hold for and on behalf of each Record Holder, and (y) with respect to Record Noteholders, by means of a pro rata distribution to each Record Noteholder (or to the number agent or trustee under the indenture governing the Convertible Notes, for the benefit of fractional such Record Noteholders) electronically, by direct registration in book-entry form, one share of ALTISOURCE Common Stock for every three shares of Horizon OCWEN Common Stock to which deemed owned by such Record Holder is entitled based on Noteholder for purposes of the Distribution Ratioas described in the indenture governing the Convertible Notes, in the case of each of (x) and (y), subject to Section 4.01(c) below. It is the intent of the foregoing that the Distribution be effected on a pro rata, as if converted basis. The Distribution will shall be effective at 5:00 11:59 p.m. Eastern New York City time on the Distribution Date. On or as soon as practicable after immediately following the Distribution Date, the Agent will mail to each Record Holder an account statement indicating the number of whole shares of Horizon ALTISOURCE Common Stock that have been registered in book-entry form in such the name of each (A) Record Holder’s nameHolder that holds physical share certificates representing its shares of OCWEN Common Stock and that is the registered holder of the shares represented by those certificates and (B) Record Noteholder (in each case, including the amount of cash in lieu of fractional shares as provided in Section 4.01(c) below). (c) With Record Holders who, after aggregating the number of shares of ALTISOURCE Common Stock (or fractions thereof) to which such Record Holder would be entitled on the Record Date, would be entitled to receive a fraction of a share of ALTISOURCE Common Stock in the Distribution, will receive cash in lieu of fractional shares. Fractional shares of ALTISOURCE Common Stock will not be distributed in the Distribution nor credited to book-entry accounts. The Agent shall, as soon as practicable after the Distribution Date (a) determine the number of whole shares and fractional shares of ALTISOURCE Common Stock allocable to each Record Holder, (b) aggregate all such 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 to fractional share interests, and (c) distribute to each such holder, or for the benefit of each such beneficial owner, such holder’s or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per share of ALTISOURCE Common Stock after making appropriate deductions for any amount required to be withheld for United States federal income tax purposes. OCWEN shall bear the cost of brokerage fees and transfer taxes incurred in connection with these sales of fractional shares, which such sales shall occur as soon after the Distribution Date as practicable and as determined by the Agent. None of OCWEN, ALTISOURCE or the applicable Agent will guarantee any minimum sale price for the fractional shares of ALTISOURCE Common Stock. Neither OCWEN nor ALTISOURCE will pay any interest on the proceeds from the sale of fractional shares. The Agent will 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 Agent nor the selected broker-dealers will be Affiliates of OCWEN or ALTISOURCE. Any ALTISOURCE Common Stock or cash in lieu of fractional shares with respect to the Horizon ALTISOURCE Common Stock remaining with the Agent 180 that remains unclaimed by any holder of record one hundred-eighty (180) days after the Distribution DateDate shall be delivered to ALTISOURCE. ALTISOURCE shall hold such ALTISOURCE Common Stock and/or cash for the account of such holder of record and any such holder of record shall look only to ALTISOURCE for such ALTISOURCE Common Stock and/or cash, if any, in lieu of fractional share interests, subject in each case to applicable escheat or other abandoned property laws. (d) From and after the date hereof, ALTISOURCE covenants and agrees that it shall, upon request of OCWEN, deliver or cause to be delivered to OCWEN or to the Agent will deliver any such that number of additional shares of Horizon ALTISOURCE Common Stock as directed by HorizonStock, if any, necessary for the aforementioned distribution transactions to comply with the consent terms of TriMas (which consent will not be unreasonably withheld, conditioned or delayed)the indenture governing the Convertible Notes.