Common use of The Distribution Clause in Contracts

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Parent will instruct a distribution agent to be appointed by Parent (the “Distribution Agent”) to deliver a true, correct and complete copies of the transfer records reflecting the holders of Parent Common Units entitled to receive SpinCo Common Units in connection with the Distribution. Parent will deliver to, or cause the delivery to, the Distribution Agent for the benefit of the Record Holders sufficient outstanding SpinCo Common Units to make the Distribution, and shall cause its transfer agent to instruct the Distribution Agent to distribute electronically on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of SpinCo Common Units to each Record Holder or designated transferee(s) of such Record Holder by way of direct registration in book-entry form. SpinCo will not issue paper unit certificates. Parent will cooperate, and will instruct the Distribution Agent to cooperate, with SpinCo and the SpinCo Transfer Agent, and SpinCo will cooperate, and will instruct the SpinCo Transfer Agent to cooperate, with Parent and the Distribution Agent, in connection with all aspects of the Distribution and all other matters relating to the issuance of the SpinCo Common Units to be distributed to the holders of Parent Common Units in connection with the Distribution. (b) Subject to Section 3.3 and Section 3.4(c), each Record Holder (or such holder’s designated transferee(s)) will be entitled to receive in the Distribution a number of whole SpinCo Common Units equal to the number of Parent Common Units held by such holder on the Record Date, multiplied by the Distribution Ratio, rounded down to the nearest whole number. (c) No fractional units will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional unit 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 unitholder of SpinCo. In lieu of any such fractional units, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional unit interest of a SpinCo Common Unit 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 SpinCo Common Units allocable to each Record Holder, to aggregate all such fractional units into whole units, and to sell the whole units 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 unit 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 unit, 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 the Parties or the Distribution Agent will be required to guarantee any minimum sale price for the fractional SpinCo Common Units sold in accordance with this Section 3.4(c). None of the Parties or the Distribution Agent will be required to pay any interest on the proceeds from the sale of fractional units. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or SpinCo. Solely for purposes of computing fractional unit interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Common Units held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such units. (d) Any SpinCo Common Units or cash in lieu of fractional units with respect to SpinCo Common Units that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to SpinCo, and SpinCo shall hold such SpinCo Common Units or cash for the account of such Record Holder, and the Parties agree that all obligations to provide such SpinCo Common Units and cash, if any, in lieu of fractional unit interests shall be obligations of SpinCo, subject in each case to applicable escheat or other abandoned property Laws. (e) Until the SpinCo Common Units are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, SpinCo will regard the Persons entitled to receive such SpinCo Common Units as record holders of SpinCo Common Units in accordance with the terms of the Distribution without requiring any action on the part of such Persons. SpinCo agrees that, subject to any transfers of such units, from and after the Effective Time (i) each such holder will be entitled to receive all distributions payable on, and exercise voting rights and all other rights and privileges with respect to, the SpinCo Common Units 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 SpinCo Common Units then held by such holder.

The Distribution. (a) Subject SpinCo shall cooperate with Parent to Section 3.3accomplish the Distribution and shall, on at the direction of Parent, use its reasonable best efforts to promptly take any and all actions necessary or prior desirable to effect the Effective Time, Distribution. Parent will instruct a distribution agent to be appointed by Parent (the “Distribution Agent”) to deliver a true, correct and complete copies of the transfer records reflecting the holders of Parent Common Units entitled to receive SpinCo Common Units shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, distribution agent and financial, legal, accounting and other advisors for Parent. Parent or SpinCo, as the case may be, will deliver toprovide, or cause the delivery toits applicable Group Member(s) to provide, the Distribution Agent for the benefit of the Record Holders sufficient outstanding SpinCo Common Units to make the Distribution, and shall cause its transfer agent to instruct the Distribution Agent to distribute electronically on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of SpinCo Common Units to each Record Holder or designated transferee(s) of such Record Holder by way of direct registration in book-entry form. SpinCo will not issue paper unit certificates. Parent will cooperate, and will instruct the Distribution Agent to cooperate, with SpinCo and the SpinCo Transfer Agent, and SpinCo will cooperate, and will instruct the SpinCo Transfer Agent to cooperate, with Parent and the Distribution Agent, in connection with all aspects of the Distribution and all other matters relating to the issuance of the SpinCo Common Units Agent all share certificates and any information required in order to be distributed to the holders of Parent Common Units in connection with complete the Distribution. (b) Subject to Section 3.3 the terms and Section 3.4(cconditions set forth in this Agreement: (i) after completion of the Internal Reorganization and on or prior to the Distribution Date, for the benefit of and distribution to the holders of record of issued and outstanding shares of Parent Common Stock as of the close of business on the Record Date (“Record Holders”), Parent will deliver to the Agent all of the issued and outstanding shares of SpinCo Common Stock then owned by Parent and book-entry authorizations for such shares; (ii) Parent shall instruct the Agent to distribute, as soon as practicable following the Effective Time, to each Record Holder (or such holderRecord Holder’s designated transferee(s)bank or brokerage firm on such Record Holder’s behalf) will be entitled to receive electronically, by direct registration in book-entry form: (A) the Distribution a number of whole shares of SpinCo Common Units equal Stock to which such Record Holder is entitled based on the Distribution Ratio; and (B) Cash, if applicable, in lieu of fractional shares obtained in the manner provided in Section 4.02; (iii) The Distribution shall be effective at 11:59 p.m. Eastern Standard Time on the Distribution Date (the “Effective Time”). (iv) 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 shares of SpinCo Common Stock that have been registered in book-entry form in the name of such Record Holder. (v) SpinCo agrees to provide all book-entry transfer authorizations for shares of SpinCo Common Stock that Parent Common Units held by such holder on or the Record Date, multiplied by Agent shall require (after giving effect to Section 4.02) in order to effect the Distribution Ratio, rounded down to the nearest whole numberDistribution. (c) No fractional units will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional unit 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 unitholder of SpinCo. In lieu of any such fractional units, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional unit interest of a SpinCo Common Unit 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 SpinCo Common Units allocable to each Record Holder, to aggregate all such fractional units into whole units, and to sell the whole units 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 unit 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 unit, such Record Holder’s or owner’s ratable Each 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 the Parties or the Distribution Agent will be required to guarantee any minimum sale price for the fractional SpinCo Common Units sold in accordance with this Section 3.4(c). None of the Parties or the Distribution Agent will be required to pay any interest on the proceeds from the sale of fractional units. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or SpinCo. Solely for purposes of computing fractional unit interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Common Units held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such units. (d) Any SpinCo Common Units or cash in lieu of fractional units with respect to SpinCo Common Units that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to SpinCo, and SpinCo shall hold such SpinCo Common Units or cash for the account of such Record Holder, and the Parties agree that all obligations to provide such SpinCo Common Units and cash, if any, in lieu of fractional unit interests shall be obligations of SpinCo, subject in each case to applicable escheat or other abandoned property Laws. (e) Until the SpinCo Common Units are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, SpinCo will regard the Persons entitled to receive such SpinCo Common Units as record holders of SpinCo Common Units Stock distributed in accordance with the terms of the Distribution without requiring any action on the part shall be validly issued, fully paid and nonassessable and free of such Persons. SpinCo agrees that, subject to any transfers of such units, from and after the Effective Time (i) each such holder will be entitled to receive all distributions payable on, and exercise voting rights and all other rights and privileges with respect to, the SpinCo Common Units 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 SpinCo Common Units then held by such holderpreemptive rights.

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, Parent SpinCo will instruct a distribution agent deliver to be appointed by Parent (the “Distribution Agent”) to deliver a true, correct and complete copies of the transfer records reflecting the holders of Parent Common Units entitled to receive SpinCo Common Units in connection with the Distribution. Parent will deliver to, or cause the delivery to, the Distribution Agent for the benefit of the Record Holders sufficient Holders, book-entry transfer authorizations for such number of the outstanding SpinCo Common Units Shares as is necessary to make effect the Distribution, and shall cause its the transfer agent for the Parent Shares to instruct the Distribution Agent to distribute electronically on at the Distribution Date or as soon as reasonably practicable thereafter Effective Time the appropriate number of SpinCo Common Units Shares to each Record Holder such holder or designated transferee(s) transferee or transferees of such Record Holder holder by way of direct registration in book-entry form. SpinCo will not issue paper unit certificates. Parent will cooperate, and will instruct the Distribution Agent to cooperate, with SpinCo and the SpinCo Transfer Agent, and SpinCo will cooperate, and will instruct the SpinCo Transfer Agent to cooperate, with Parent and the Distribution Agent, stock certificates in connection with all aspects of the Distribution and all other matters relating to the issuance respect of the SpinCo Common Units to Shares. The Distribution shall be distributed to effective at the holders of Parent Common Units in connection with the DistributionEffective Time. (b) Subject to Section Sections 3.3 and Section 3.4(c), each Record Holder (or such holder’s designated transferee(s)) will be entitled to receive in the Distribution a number of whole SpinCo Common Units Shares equal to the number of Parent Common Units Shares held by such holder Record Holder on the Record Date, Date multiplied by the Distribution Ratio, rounded down to the nearest whole number. (c) No For the avoidance of doubt, no fractional units shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional unit 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 unitholder of SpinCo. In lieu of any such fractional units, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional unit interest of a SpinCo Common Unit 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 SpinCo Common Units allocable to each Record Holder, to aggregate all such fractional units into whole units, and to sell the whole units 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 unit 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 unit, 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 the Parties or the Distribution Agent will be required to guarantee any minimum sale price for the fractional SpinCo Common Units sold in accordance with this Section 3.4(c). None of the Parties or the Distribution Agent will be required to pay any interest on the proceeds from the sale of fractional units. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or SpinCo. Solely for purposes of computing fractional unit interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Common Units held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such units. (d) Any SpinCo Common Units or cash in lieu of fractional units with respect to SpinCo Common Units Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to SpinCo, and SpinCo or its transfer agent on its behalf shall hold such SpinCo Common Units or cash Shares for the account of such Record Holder, and the Parties agree that all obligations to provide such SpinCo Common Units and cash, if any, in lieu of fractional unit interests Shares shall be obligations of 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 SpinCo Common Units Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, SpinCo will regard the Persons entitled to receive such SpinCo Common Units Shares as record holders of SpinCo Common Units Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. SpinCo agrees that, subject to any transfers of such unitsshares, from and after the Effective Time Time, (i) each such holder will be entitled to receive all distributions dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the SpinCo Common Units 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 SpinCo Common Units Shares then held by such holder.

The Distribution. (a) Subject to Section 3.3, on at or prior to the Effective Time, Parent will instruct a distribution agent to be appointed by Parent (the “Distribution Agent”) to deliver a true, correct and complete copies of the transfer records reflecting the holders of Parent Common Units entitled to receive SpinCo Common Units in connection with the Distribution. Parent will deliver toto the Agent, or cause the delivery to, the Distribution Agent for the benefit of the Record Holders sufficient Holders, book-entry transfer authorizations for such number of the outstanding SpinCo Common Units Shares as is necessary to make effect the Distribution, and shall cause its the transfer agent for the Parent Shares to instruct the Distribution Agent to distribute electronically on at the Distribution Date or as soon as reasonably practicable thereafter Effective Time the appropriate number of SpinCo Common Units Shares to each Record Holder such holder or designated transferee(s) transferee or transferees of such Record Holder holder by way of direct registration in book-entry form. SpinCo will not issue paper unit certificates. Parent will cooperate, and will instruct the Distribution Agent to cooperate, with SpinCo and the SpinCo Transfer Agent, and SpinCo will cooperate, and will instruct the SpinCo Transfer Agent to cooperate, with Parent and the Distribution Agent, stock certificates in connection with all aspects of the Distribution and all other matters relating to the issuance respect of the SpinCo Common Units to Shares. The Distribution shall be distributed to effective at the holders of Parent Common Units in connection with the DistributionEffective Time. (b) Subject to Section Sections 3.3 and Section 3.4(c), each Record Holder (or such holder’s designated transferee(s)) will be entitled to receive in the Distribution a number of whole SpinCo Common Units Shares equal to the number of Parent Common Units Shares held by such holder Record Holder on the Record Date, Date multiplied by the Distribution Ratio, rounded down to the nearest whole number. Each Record Holder will be entitled to receive in the Distribution a number of whole SpinCo Class C Common Shares equal to the number of Parent Class C Common Shares held by such Record Holder on the Record Date multiplied by the Distribution Ratio, rounded down to the nearest whole number. Notwithstanding anything to the contrary in this Agreement, SpinCo Common Shares that are distributed in the Distribution in respect of a Parent Restricted Stock Award (all such SpinCo Common Shares taken together, the “Restricted SpinCo Common Shares”) shall be subject to the same vesting conditions as the underlying Parent Restricted Stock Award and shall vest immediately following the Effective Time (as defined in the Merger Agreement). (c) No fractional units shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional unit 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 unitholder shareholder of SpinCo. In lieu of any such fractional unitsSpinCo Common Shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional unit share interest of a SpinCo Common Unit 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 SpinCo shall direct the Distribution Agent to determine the number of whole and fractional SpinCo Common Units Shares allocable to each Record Holder, to aggregate all such fractional units shares into whole unitsshares, and to sell the whole units shares obtained thereby in the open market at the then-then prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional unit share interests of SpinCo Common Shares (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 unitshare, 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 Transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. No member of the Parent Group shall bear the cost of any Taxes, costs or expenses of such sale and distribution in respect of any fractional shares. None of the Parties Parent or SpinCo or their respective Groups, or the Distribution Agent Agent, will be required to guarantee any minimum sale price for the fractional SpinCo Common Units Shares sold in accordance with this Section 3.4(c). None Neither Parent, SpinCo nor any member of the Parties or the Distribution Agent their respective Groups will be required to pay any interest on the proceeds from the sale of fractional unitsshares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or SpinCo. Solely for purposes of computing fractional unit share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Common Units Shares held of record in the name of a nominee in any nominee account as of immediately prior to the Effective Time shall be treated as the Record Holder with respect to such unitsshares. (d) Any SpinCo Common Units or cash in lieu of fractional units with respect to SpinCo Common Units that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to SpinCo, and SpinCo shall hold such SpinCo Common Units or cash for the account of such Record Holder, and the Parties agree that all obligations to provide such SpinCo Common Units and cash, if any, in lieu of fractional unit interests shall be obligations of SpinCo, subject in each case to applicable escheat or other abandoned property Laws. (e) Until the SpinCo Common Units are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, SpinCo will regard the Persons entitled to receive such SpinCo Common Units as record holders of SpinCo Common Units in accordance with the terms of the Distribution without requiring any action on the part of such Persons. SpinCo agrees that, subject to any transfers of such units, from and after the Effective Time (i) each such holder will be entitled to receive all distributions payable on, and exercise voting rights and all other rights and privileges with respect to, the SpinCo Common Units 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 SpinCo Common Units then held by such holder.

The Distribution. (a) Subject to Section 3.33.1, on or prior to the Effective Time, Parent the Company will instruct appoint a distribution agent to be appointed by Parent (the “Distribution Agent”) to deliver a true, correct and complete copies of the transfer records reflecting the holders of Parent the Company Common Units Stock entitled to receive SpinCo Common Units Stock in connection with the Distribution. Parent The Company will deliver to, or cause the delivery to, the Distribution Agent for the benefit of the Record Holders sufficient outstanding SpinCo Common Units Stock to make the Distribution, and shall cause its transfer agent to instruct the Distribution Agent to distribute electronically on the Distribution Date Date, or as soon as reasonably practicable thereafter thereafter, the appropriate number of shares of SpinCo Common Units Stock to each Record Holder or designated transferee(s) of such Record Holder by way of direct registration in book-entry form. SpinCo will not issue paper unit share certificates. Parent The Company will cooperate, and will instruct the Distribution Agent to cooperate, with SpinCo and the SpinCo Transfer Agent, and SpinCo will cooperate, and will instruct the SpinCo Transfer Agent to cooperate, with Parent the Company and the Distribution Agent, in connection with all aspects of the Distribution and all other matters relating to the issuance of the SpinCo Common Units Stock to be distributed to the holders of Parent the Company Common Units Stock in connection with the Distribution. (b) Subject to Section 3.3 3.1 and Section 3.4(c3.2(c), each Record Holder (or such holder’s designated transferee(s)) will be entitled to receive in the Distribution a number of whole shares of SpinCo Common Units Stock equal to the number of Parent the Company Common Units Stock held by such holder on the Record Date, multiplied by the Distribution Ratio, rounded down to the nearest whole number. (c) No fractional units shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional unit 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 unitholder stockholder of SpinCo. In lieu of any such fractional unitsshares, each Record Holder who, but for the provisions of this Section 3.4(c3.2(c), would be entitled to receive a fractional unit interest of a share of SpinCo Common Unit 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 the Company shall direct the Distribution Agent to determine the number of whole and fractional shares of SpinCo Common Units Stock allocable to each Record Holder, to aggregate all such fractional units shares into whole unitsshares, and to sell the whole units 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 unit 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 unit, 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 the Parties or the Distribution Agent will be required to guarantee any minimum sale price for the fractional shares of SpinCo Common Units Stock sold in accordance with this Section 3.4(c3.2(c). None of the Parties or the Distribution Agent will be required to pay any interest on the proceeds from the sale of fractional unitsshares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent the Company or SpinCo. Solely for purposes of computing fractional unit share interests pursuant to this Section 3.4(c3.2(c) and Section 3.4(d3.2(d), the beneficial owner of Parent the Company Common Units 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 unitsshares. (d) Any SpinCo Common Units Stock or cash in lieu of fractional units shares with respect to SpinCo Common Units Stock that remain remains unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to SpinCo, and SpinCo shall hold such SpinCo Common Units Stock or cash for the account of such Record Holder, and the Parties agree that all obligations to provide such SpinCo Common Units Stock and cash, if any, in lieu of fractional unit share interests shall be obligations of SpinCo, subject in each case to applicable escheat or other abandoned property Laws. Any amounts unclaimed by holders of shares of the Company Common Stock immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable Law, become the property of SpinCo free and clear of any claims or interest of any Person previously entitled thereto. (e) Until the SpinCo Common Units are Stock is duly transferred in accordance with this Section 3.4 3.2 and applicable Law, from and after the Effective Time, SpinCo will regard the Persons entitled to receive such SpinCo Common Units Stock as record holders of SpinCo Common Units Stock in accordance with the terms of the Distribution without requiring any action on the part of such Persons. SpinCo agrees that, subject to any transfers of such unitsstock, from and after the Effective Time (i) each such holder will be entitled to receive all distributions payable on, and exercise voting rights and all other rights and privileges with respect to, the SpinCo Common Units 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 SpinCo Common Units Stock then held by such holder. (f) The Company and the Distribution Agent shall be entitled to deduct and withhold from the distribution of shares of SpinCo Common Stock otherwise payable to any Record Holder or designated transferee(s) or payee(s) of such Record Holder (including any beneficial holder thereof) such amounts as the Company or the Distribution Agent are required to deduct and withhold under the Internal Revenue Code of 1986, as amended, or any provision of state, local or non-U.S.

The Distribution. (a) Subject to Section 3.33.4, on or prior to the Effective TimeDistribution Date, Parent will instruct a distribution agent to be appointed by Parent (the “Distribution Agent”1) to deliver a true, correct and complete copies of the transfer records reflecting the holders of Parent Common Units entitled to receive SpinCo Common Units in connection with the Distribution. Parent will deliver to, or cause the delivery to, the Distribution Agent for the benefit of and distribution to the holders of ParentCo Shares that are not in the form of ADSs on the Record Holders sufficient outstanding Date, ParentCo will deliver stock certificates, endorsed by ParentCo in blank, to the Registrar, representing all the SpinCo Common Units to make the DistributionDistribution Shares, and ParentCo shall cause its transfer agent to instruct the Distribution Agent Registrar to electronically distribute electronically on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of such SpinCo Common Units Distribution Shares to each Record Holder such holder or designated transferee(s) transferee or transferees of such holder; and (2) for the benefit of and distribution to holders of ParentCo ADSs on the Record Holder by way Date (together with the aforementioned holders of direct registration in book-entry form. SpinCo will not issue paper unit certificates. Parent will cooperateParentCo Shares, and will instruct the Distribution Agent to cooperate“Record Holders”), SpinCo, with the assistance of ParentCo if desired, will distribute the ADSs in accordance with the deposit agreement (the “Deposit Agreement”) to be entered into between, among others, SpinCo and the SpinCo Transfer Agent, and SpinCo will cooperate, and will instruct the SpinCo Transfer Agent to cooperate, with Parent and the Distribution Agent, in connection with all aspects of the Distribution and all other matters relating to the issuance of the SpinCo Common Units to be distributed to the holders of Parent Common Units in connection with the DistributionDepositary. (b) Subject to Section 3.3 Sections 3.4 and Section 3.4(c)3.5, each (1) holder of ParentCo Shares (including both ParentCo Class A Ordinary Shares and ParentCo Class B Ordinary Shares) that are not in the form of ADSs on the Record Holder Date (or such holder’s designated transferee(s)transferee or transferees) will be entitled to receive in the Distribution a number of whole SpinCo Common Units equal to the number of Parent Common Units held by such holder 36,602,965 Class A Ordinary Shares for every one ParentCo Share (including both ParentCo Class A Ordinary Share and ParentCo Class B Ordinary Share) it owned on the Record Date, multiplied by ; and (2) holder of ParentCo ADSs on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution Ratio59,509,371 ADSs for every one ParentCo ADS it owned on the Record Date. Immediately following the Distribution, rounded down the Class A Ordinary Shares received by Xx. Xxxxxxx Tianquan Mo that are not represented by ADSs shall be re-designated as Class B Ordinary Shares, and the ADSs representing Class A ordinary shares to be distributed to the nearest whole numberParenCo will be transferred to the SpinCo from the ParentCo for nominal consideration. No investment decision or action by any such holder shall be necessary for such holder (or such holder’s designated transferee or transferees) to receive the applicable number of SpinCo Distribution Shares. (c) No fractional units SpinCo and ParentCo, as the case may be, will be distributed or credited provide to book-entry accounts the Registrar and the Depositary any and all information required in connection with order to complete the Distribution, and any such fractional unit 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 unitholder of SpinCo. In lieu of any such fractional units, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional unit interest of a SpinCo Common Unit 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 SpinCo Common Units allocable to each Record Holder, to aggregate all such fractional units into whole units, and to sell the whole units 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 unit 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 unit, 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 the Parties or the Distribution Agent will be required to guarantee any minimum sale price for the fractional SpinCo Common Units sold in accordance with this Section 3.4(c). None of the Parties or the Distribution Agent will be required to pay any interest on the proceeds from the sale of fractional units. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or SpinCo. Solely for purposes of computing fractional unit interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Common Units held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such units. (d) Any SpinCo Common Units or cash in lieu of fractional units with respect to SpinCo Common Units that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to SpinCo, and SpinCo shall hold such SpinCo Common Units or cash for the account of such Record Holder, and the Parties agree that all obligations to provide such SpinCo Common Units and cash, if any, in lieu of fractional unit interests shall be obligations of SpinCo, subject in each case to applicable escheat or other abandoned property Laws. (e) Until the SpinCo Common Units are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, SpinCo will regard the Persons entitled to receive such SpinCo Common Units as record holders of SpinCo Common Units in accordance with the terms of the Distribution without requiring any action on the part of such Persons. SpinCo agrees that, subject to any transfers of such units, from and after the Effective Time (i) each such holder will be entitled to receive all distributions payable on, and exercise voting rights and all other rights and privileges with respect to, the SpinCo Common Units 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 SpinCo Common Units then held by such holder.

The Distribution. (a) Subject On the terms and subject to Section 3.3the conditions set forth in this Agreement and the Ancillary Agreements, on or prior to the Effective Time, Parent will instruct a distribution agent Xxxxxxx shall take such steps as are reasonably necessary or appropriate to be appointed permit the Distribution by Parent the Agent of such number of validly issued, fully paid and nonassessable SpinCo Shares, registered in book-entry form as is necessary to effect the Distribution, including by (the “Distribution Agent”i) causing SpinCo to deliver a trueto the Agent, correct and complete copies of the transfer records reflecting the holders of Parent Common Units entitled to receive SpinCo Common Units in connection with the Distribution. Parent will deliver to, or cause the delivery to, the Distribution Agent for the benefit of the Record Holders sufficient outstanding Holders, book-entry transfer authorizations for such number SpinCo Common Units to make Shares and (ii) instructing the Distribution, and shall cause its transfer agent for the Xxxxxxx Shares to instruct the Distribution Agent to distribute electronically on at the Distribution Date Effective Time to each Record Holder (or as soon as reasonably practicable thereafter designated transferee or transferees of such Record Holder), by means of a pro rata dividend, of the appropriate number of SpinCo Common Units to each Record Holder or designated transferee(s) of such Record Holder Shares for every Xxxxxxx Share as described below held by way of direct registration in book-entry form. SpinCo will not issue paper unit certificates. Parent will cooperate, and will instruct the Distribution Agent to cooperate, with SpinCo and the SpinCo Transfer Agent, and SpinCo will cooperate, and will instruct the SpinCo Transfer Agent to cooperate, with Parent and the Distribution Agent, stock certificates in connection with all aspects of the Distribution and all other matters relating to the issuance respect of the SpinCo Common Units to Shares. The Distribution shall be distributed to effective at the holders of Parent Common Units in connection with the DistributionEffective Time. (b) Subject On the terms and subject to Section 3.3 the conditions set forth in this Agreement and Section 3.4(cthe Ancillary Agreements, including Sections 3.03 and 3.04(c), each Record Holder (or such holder’s designated transferee(s)) will be entitled to receive in the Distribution a number of whole SpinCo Common Units Shares equal to the number of Parent Common Units Xxxxxxx Shares held by such holder Record Holder on the Record Date, Date multiplied by the Distribution Ratio, rounded down to the nearest whole number. (c) No fractional units shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional unit 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 unitholder stockholder of SpinCo. In lieu of any such fractional unitsshares, each Record Holder who, but for the provisions of this Section 3.4(c3.04(c), would be entitled to receive a fractional unit share interest of a SpinCo Common Unit 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 shall direct the Distribution Agent to determine the number of whole and fractional SpinCo Common Units Shares allocable to each Record Holder, to aggregate all such fractional units shares into whole unitsshares, and to sell the whole units 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 unit 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 unitshare, 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 the Parties Xxxxxxx, SpinCo or the Distribution Agent will be required to guarantee any minimum sale price for the fractional SpinCo Common Units Shares sold in accordance with this Section 3.4(c3.04(c). None of the Parties or the Distribution Agent Neither Xxxxxxx nor SpinCo will be required to pay any interest on the proceeds from the sale of fractional unitsshares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent Xxxxxxx or SpinCo. Solely for purposes of computing fractional unit share interests pursuant to this Section 3.4(c3.04(c) and Section 3.4(d3.04(d), the beneficial owner of Parent Common Units Xxxxxxx 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 unitsshares. (d) Any SpinCo Common Units Shares or cash in lieu of fractional units with respect to SpinCo Common Units 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 SpinCo, and SpinCo shall hold such SpinCo Common Units or cash Shares for the account of such Record Holder, and the Parties agree that all obligations to provide such SpinCo Common Units Shares and cash, if any, in lieu of fractional unit interests SpinCo Shares (or fractions thereof) shall be obligations of SpinCo, subject in each case to applicable escheat or other abandoned property Laws, and Xxxxxxx shall have no Liability with respect thereto. (e) Until the SpinCo Common Units Shares are duly transferred in accordance with this Section 3.4 3.04 and applicable Law, from and after the Effective Time, SpinCo will regard the Persons entitled to receive such SpinCo Common Units Shares as record holders of SpinCo Common Units Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. SpinCo agrees that, subject to any transfers of such unitsshares, from and after the Effective Time (i) each such holder will be entitled to receive all distributions dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the SpinCo Common Units 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 SpinCo Common Units Shares then held by such holder. (f) As promptly as practicable following the receipt of the SpinCo Cash Payment, but in no event later than twelve (12) months after the Effective Time, Xxxxxxx will transfer the proceeds of the SpinCo Cash Payment pursuant to one or more of the following: (i) to shareholders through the payment of dividends, including regular quarterly dividends, on Xxxxxxx stock, (ii) to shareholders through redemptions of Xxxxxxx stock pursuant to existing, amended, or future stock repurchase programs, including pursuant to open market stock repurchases, accelerated share repurchases, or block purchases; or (iii) to creditors of Xxxxxxx in full or partial satisfaction of the principal amount of Xxxxxxx indebtedness outstanding on the Distribution Date, provided that such Xxxxxxx indebtedness to be retired will not have been issued in anticipation of the Distribution.

The Distribution. (a) Subject to Section 3.33.4, on or prior to the Effective TimeDistribution Date, Parent will instruct a distribution agent to be appointed by Parent (the “Distribution Agent”1) to deliver a true, correct and complete copies of the transfer records reflecting the holders of Parent Common Units entitled to receive SpinCo Common Units in connection with the Distribution. Parent will deliver to, or cause the delivery to, the Distribution Agent for the benefit of and distribution to the holders of ParentCo Shares that are not in the form of ADSs on the Record Holders sufficient outstanding Date, ParentCo will deliver stock certificates, endorsed by ParentCo in blank, to the Registrar, representing all the SpinCo Common Units to make the DistributionDistribution Shares, and ParentCo shall cause its transfer agent to instruct the Distribution Agent Registrar to electronically distribute electronically on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of such SpinCo Common Units Distribution Shares to each Record Holder such holder or designated transferee(s) transferee or transferees of such holder; and (2) for the benefit of and distribution to holders of ParentCo ADSs on the Record Holder by way Date (together with the aforementioned holders of direct registration in book-entry form. SpinCo will not issue paper unit certificates. Parent will cooperateParentCo Shares, and will instruct the Distribution Agent to cooperate“Record Holders”), SpinCo, with the assistance of ParentCo if desired, will distribute the ADSs in accordance with the deposit agreement (the “Deposit Agreement”) to be entered into between, among others, SpinCo and the SpinCo Transfer Agent, and SpinCo will cooperate, and will instruct the SpinCo Transfer Agent to cooperate, with Parent and the Distribution Agent, in connection with all aspects of the Distribution and all other matters relating to the issuance of the SpinCo Common Units to be distributed to the holders of Parent Common Units in connection with the DistributionDepositary. (b) Subject to Section 3.3 Sections 3.4 and Section 3.4(c)3.5, each (1) holder of ParentCo Shares (including both ParentCo Class A Ordinary Shares and ParentCo Class B Ordinary Shares) that are not in the form of ADSs on the Record Holder Date (or such holder’s designated transferee(s)transferee or transferees) will be entitled to receive in the Distribution a number of whole SpinCo Common Units equal to the number of Parent Common Units held by such holder Class A Ordinary Shares for every one ParentCo Share (including both ParentCo Class A Ordinary Share and ParentCo Class B Ordinary Share) it owned on the Record Date, multiplied by ; and (2) holder of ParentCo ADSs on the Record Date (or such holder’s desiganted transferee or transferees) will be entitled to receive in the Distribution RatioADSs for every one ParentCo ADS it owned on the Record Date. Immediately following the Distribution, rounded down the Class A Ordinary Shares received by Xx. Xxxxxxx Tianquan Mo shall be re-designated as Class B Ordinary Shares. No investment decision or action by any such holder shall be necessary for such holder (or such holder’s designated transferee or transferees) to receive the nearest whole numberapplicable number of SpinCo Distribution Shares. (c) No fractional units SpinCo and ParentCo, as the case may be, will be distributed or credited provide to book-entry accounts the Registrar and the Depositary any and all information required in connection with order to complete the Distribution, and any such fractional unit 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 unitholder of SpinCo. In lieu of any such fractional units, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional unit interest of a SpinCo Common Unit 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 SpinCo Common Units allocable to each Record Holder, to aggregate all such fractional units into whole units, and to sell the whole units 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 unit 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 unit, 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 the Parties or the Distribution Agent will be required to guarantee any minimum sale price for the fractional SpinCo Common Units sold in accordance with this Section 3.4(c). None of the Parties or the Distribution Agent will be required to pay any interest on the proceeds from the sale of fractional units. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or SpinCo. Solely for purposes of computing fractional unit interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Common Units held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such units. (d) Any SpinCo Common Units or cash in lieu of fractional units with respect to SpinCo Common Units that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to SpinCo, and SpinCo shall hold such SpinCo Common Units or cash for the account of such Record Holder, and the Parties agree that all obligations to provide such SpinCo Common Units and cash, if any, in lieu of fractional unit interests shall be obligations of SpinCo, subject in each case to applicable escheat or other abandoned property Laws. (e) Until the SpinCo Common Units are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, SpinCo will regard the Persons entitled to receive such SpinCo Common Units as record holders of SpinCo Common Units in accordance with the terms of the Distribution without requiring any action on the part of such Persons. SpinCo agrees that, subject to any transfers of such units, from and after the Effective Time (i) each such holder will be entitled to receive all distributions payable on, and exercise voting rights and all other rights and privileges with respect to, the SpinCo Common Units 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 SpinCo Common Units then held by such holder.