Common use of The Distribution Clause in Contracts

The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, CURB will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding CURB Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the SITC Shares, as the case may be, to instruct the Agent to (i) distribute at the Effective Time the appropriate whole number of CURB Shares to each such Record Holder or designated transferee or transferees of such Record Holder by way of direct registration in book-entry form and (ii) receive and hold for and on behalf of each Record Holder the amount of fractional CURB Shares to which such Record Holder would otherwise be entitled to receive in the Distribution. CURB will not issue paper share certificates in respect of the CURB Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3, 3.4(a) and 3.4(c), each Record Holder will be entitled to receive in the Distribution two CURB Shares for every one SITC Share held by such Record Holder on the Record Date, excluding fractional CURB Shares. (c) No fractional CURB Shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional CURB 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 shareholder of CURB. In lieu of any such fractional CURB Shares, each Record Holder who, but for the provisions of this Section 3.4, would be entitled to receive a fractional share interest of a CURB 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, SITC shall direct the Agent to determine the number of whole and fractional CURB Shares allocable to each Record Holder, to aggregate all such fractional CURB Shares into whole CURB Shares, and to sell the whole CURB Shares obtained thereby in the open market when, how, and through which broker-dealers as determined in its sole discretion without any influence by SITC or CURB, and to cause to be distributed to each such Record Holder, in lieu of any fractional CURB Share, such Record Holder’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 SITC, CURB or the Agent will be required to guarantee any minimum sale price for the fractional CURB Shares sold in accordance with this Section 3.4(c). Neither SITC nor CURB will be required to pay any interest on the proceeds from the sale of fractional CURB Shares. Neither the Agent nor the broker-dealers through which the aggregated fractional CURB Shares are sold shall be Affiliates of SITC or CURB. Solely for purposes of computing fractional CURB Share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of SITC 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 SITC Shares. (d) Any CURB Shares or cash in lieu of fractional CURB Shares with respect to CURB Shares that remain unclaimed by any Record Holder 180 days after the Distribution Date shall be delivered to CURB, and CURB shall hold such CURB Shares for the account of such Record Holder, and the Parties agree that all obligations to provide such CURB Shares and cash, if any, in lieu of fractional CURB Share interests shall be obligations of CURB, subject in each case to applicable escheat or other abandoned property Laws, and SITC shall have no Liability with respect thereto. (e) Until the CURB Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, CURB will regard the Persons entitled to receive such CURB Shares as Record Holders in accordance with the terms of the Distribution without requiring any action on the part of such Persons. CURB agrees that, subject to any transfers of such CURB Shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the CURB 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 CURB Shares then held by such Record 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, CURB will Penn shall deliver to the Agent, Distribution Agent for the benefit of holders of record of Penn Common Shares and Series C on the Record Holders, Date book-entry transfer authorizations for such number of the issued and outstanding CURB Shares as is shares of GLPI Common Stock necessary to effect the Distribution, and shall cause the transfer agent for the SITC Shares, as the case may be, to instruct the Agent to (i) distribute at the Effective Time the appropriate whole number of CURB Shares to each such Record Holder or designated transferee or transferees of such Record Holder by way of direct registration in book-entry form and (ii) receive and hold for and on behalf of each Record Holder the amount of fractional CURB Shares to which such Record Holder would otherwise be entitled to receive in the Distribution. CURB will not issue paper share certificates in respect of the CURB Shares. The Distribution shall be effective at the Effective Time. Time and (biii) Subject to Sections 3.3, 3.4(a) and 3.4(c), each Record Holder will be entitled to receive in Penn shall instruct the Distribution two CURB Shares for every one SITC Share held by such Record Holder Agent to distribute, on the Record Date, excluding fractional CURB Shares. (c) No fractional CURB Shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional CURB 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 shareholder of CURB. In lieu of any such fractional CURB Shares, each Record Holder who, but for the provisions of this Section 3.4, would be entitled to receive a fractional share interest of a CURB 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, SITC shall direct the Agent to determine the number of whole and fractional CURB Shares allocable (A) to each holder of record of Penn Common Shares as of the Record HolderDate, to aggregate all such fractional CURB Shares into whole CURB Sharesby means of a pro rata distribution, [one (1)] share of GLPI Common Stock for every one (1) Penn Common Share so held and to sell the whole CURB Shares obtained thereby in the open market when, how, and through which broker-dealers as determined in its sole discretion without any influence by SITC or CURB, and to cause to be distributed (B) to each such holder of record of Series C as of the Record HolderDate, in lieu by means of any fractional CURB Sharea pro rata distribution, such Record Holder’s ratable [one (1)] share of GLPI Common Stock for every 1/1,000th (one one-thousandth) of a share of Series C. Following the total proceeds Distribution Date, GLPI agrees to provide all book-entry transfer authorizations for shares 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 SITC, CURB GLPI Common Stock that Penn or the Distribution Agent will be required shall require in order to guarantee any minimum sale price for effect the fractional CURB Shares sold in accordance with this Section 3.4(c). Neither SITC nor CURB will be required to pay any interest on the proceeds from the sale of fractional CURB Shares. Neither the Agent nor the broker-dealers through which the aggregated fractional CURB Shares are sold shall be Affiliates of SITC or CURB. Solely for purposes of computing fractional CURB Share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of SITC 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 SITC SharesDistribution. (db) Any CURB Shares or cash in lieu of fractional CURB Shares with respect to CURB Shares that remain unclaimed by any Record Holder 180 days after the Distribution Date shall be delivered to CURBNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, and CURB shall hold such CURB Shares for the account of such Record HolderPENN SHALL, and the 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. IN ADDITION, PENN MAY AT ANY TIME AND FROM TIME TO TIME UNTIL THE COMPLETION OF THE DISTRIBUTION DECIDE TO ABANDON THE DISTRIBUTION OR MODIFY OR CHANGE THE TERMS OF THE DISTRIBUTION, INCLUDING BY ACCELERATING OR DELAYING THE TIMING OF THE CONSUMMATION OF ALL OR PART OF THE DISTRIBUTION. (c) The Parties agree that all obligations to provide such CURB Shares and cash, if any, in lieu this Agreement constitutes a “plan of fractional CURB Share interests shall be obligations reorganization” within the meaning of CURB, subject in each case to applicable escheat or other abandoned property Laws, and SITC shall have no Liability with respect theretoTreasury Regulation Section 1.368-2(g). (e) Until the CURB Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, CURB will regard the Persons entitled to receive such CURB Shares as Record Holders in accordance with the terms of the Distribution without requiring any action on the part of such Persons. CURB agrees that, subject to any transfers of such CURB Shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the CURB 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 CURB Shares then held by such Record Holder.

The Distribution. (a) Subject to Section 3.33.03, the Conexant Board will establish the Record Date and the Distribution Date and authorize Conexant to pay the Distribution immediately prior to the Effective Time by delivery to the Distribution Agent, for the benefit of holders of record of Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by Conexant) as of the Record Date, of a number of shares of Washington Common Stock equal to the aggregate number of shares of Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by Conexant) issued and outstanding as of the Record Date, and Conexant will instruct the Distribution Agent to make book-entry credits on the Distribution Date or as soon thereafter as practicable in the name of each holder of record of Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by Conexant) as of the Record Date for a number of shares of Washington Common Stock equal to the number of shares of Conexant Common Stock or Conexant Series B Preferred Stock so held by such holder of record as of the Record Date. The Distribution will be deemed to be effective as of the Time of Distribution upon written authorization from Conexant to the Distribution Agent to proceed as set forth in this Section 3.01(a). (b) In addition, Conexant will instruct the Distribution Agent to make book-entry credits on the Distribution Date or as soon thereafter as practicable in the name of (i) each holder of record of Philsar Exchangeable Shares (excluding shares held by Conexant or any Conexant Subsidiary) as of the Record Date for a number of shares of Washington Common Stock equal to the number of shares of Philsar Exchangeable Shares so held by such holder of record as of the Record Date and (ii) Conexant for the Performance Plan Shares. (c) Immediately after the Time of Distribution and prior to the Effective Time, CURB will deliver to the Agent, for the benefit shares of the Record Holders, book-entry transfer authorizations for such number of the outstanding CURB Shares as is necessary to effect the Distribution, Washington Common Stock shall not be transferable and shall cause the transfer agent for the SITC SharesWashington Common Stock shall not transfer any shares of Washington Common Stock, as except that the case may beDistribution Agent, to instruct the Agent to (i) distribute at the Effective Time the appropriate whole number of CURB Shares to each such Record Holder or designated transferee or transferees of such Record Holder by way of direct registration in book-entry form and (ii) receive and hold for and on behalf of each Record Holder the amount holders of fractional CURB Shares to which Washington Common Stock, may exchange such Record Holder would otherwise be entitled to receive in the Distribution. CURB will not issue paper share certificates in respect shares for shares of Alpha Common Stock as provided by Section 3.2 of the CURB Shares. The Distribution shall be effective at the Effective Time. (b) Subject to Sections 3.3, 3.4(a) and 3.4(c), each Record Holder will be entitled to receive in the Distribution two CURB Shares for every one SITC Share held by such Record Holder on the Record Date, excluding fractional CURB Shares. (c) No fractional CURB Shares will be distributed or credited to book-entry accounts Merger Agreement in connection with the Distribution, and any such fractional CURB 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 shareholder of CURB. In lieu of any such fractional CURB Shares, each Record Holder who, but for the provisions of this Section 3.4, would be entitled to receive a fractional share interest of a CURB 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, SITC shall direct the Agent to determine the number of whole and fractional CURB Shares allocable to each Record Holder, to aggregate all such fractional CURB Shares into whole CURB Shares, and to sell the whole CURB Shares obtained thereby in the open market when, how, and through which broker-dealers as determined in its sole discretion without any influence by SITC or CURB, and to cause to be distributed to each such Record Holder, in lieu of any fractional CURB Share, such Record Holder’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 SITC, CURB or the Agent will be required to guarantee any minimum sale price for the fractional CURB Shares sold in accordance with this Section 3.4(c). Neither SITC nor CURB will be required to pay any interest on the proceeds from the sale of fractional CURB Shares. Neither the Agent nor the broker-dealers through which the aggregated fractional CURB Shares are sold shall be Affiliates of SITC or CURB. Solely for purposes of computing fractional CURB Share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of SITC 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 SITC SharesMerger. (d) Any CURB Shares or cash in lieu of fractional CURB Shares with respect Conexant and Washington each will provide to CURB Shares that remain unclaimed by any Record Holder 180 days after the Distribution Date shall be delivered Agent all information (including information necessary to CURB, make appropriate book-entry credits) and CURB shall hold such CURB Shares for the account of such Record Holder, and the Parties agree that all obligations to provide such CURB Shares and cash, if anyshare certificates, in lieu of fractional CURB Share interests shall each case, as may be obligations of CURB, subject required in each case order to applicable escheat or other abandoned property Laws, and SITC shall have no Liability with respect thereto. (e) Until the CURB Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, CURB will regard the Persons entitled to receive such CURB Shares as Record Holders in accordance with the terms of the Distribution without requiring any action on the part of such Persons. CURB agrees that, subject to any transfers of such CURB Shares, from and after the Effective Time (i) complete the Distribution on the basis of one share of Washington Common Stock for each such holder will be entitled to receive all dividends payable on, share of Conexant Common Stock and exercise voting rights and all other rights and privileges with respect to, the CURB Shares then Conexant Series B Preferred Stock (excluding treasury shares held by such Record HolderConexant), and (ii) each such Record Holder will be entitled, without record the holders of Philsar Exchangeable Shares (excluding shares held by Conexant or any action on the part of such Record Holder, to receive evidence of ownership Conexant Subsidiary) issued and outstanding as of the CURB Shares then held by such Record HolderDate as holders of one share of Washington Common Stock for each Philsar Exchangeable Share and (iii) record Conexant as the holder of the Performance Plan Shares.

The Distribution. (a) Subject to Section 3.3To the extent the Distribution includes a Spin-Off, on or prior subject to the Effective Timeterms thereof, CURB will deliver to the Agentin accordance with Section 3.2(c), for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding CURB Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the SITC Shares, as the case may be, to instruct the Agent to (i) distribute at the Effective Time the appropriate whole number of CURB Shares to each such Record Holder or designated transferee or transferees of such Record Holder by way of direct registration in book-entry form and (ii) receive and hold for and on behalf of each Record Holder (other than Fox or any other member of the amount of fractional CURB Shares to which such Record Holder would otherwise Fox Group) will be entitled to receive for each share of common stock, par value $0.01 per share, of Fox (“Fox Common Stock”) held by such Record Holder as of the Record Date a number of shares of Newco Common Stock equal to the total number of shares of Newco Common Stock held by Fox on the Distribution Date, multiplied by a fraction, the numerator of which is the number of shares of Fox Common Stock held by such Record Holder as of the Record Date and the denominator of which is the total number of shares of Fox Common Stock outstanding on the Record Date (excluding Treasury shares held by Fox and any shares of Fox Common Stock otherwise held by any member of the Fox Group). To the extent the Distribution is effected as a Spin-Off, prior to the Distribution Date, the Fox Board, in accordance with applicable Law, shall establish (or designate a committee of the Fox Board to establish) the Record Date for the Distribution and any appropriate procedures in connection with the Spin-Off. To the extent any of the Distribution is effected as an Exchange Offer followed by a Clean-Up Spin-Off of any remaining shares of Newco Common Stock to be distributed by Fox pursuant to Section 3.2(b), the Fox Board shall set the Record Date as the time on the Distribution Date immediately following the time at which the validly tendered shares of Fox Common Stock are accepted for payment in the Distribution. CURB will not issue paper share certificates in respect of the CURB Shares. The Distribution shall be effective at the Effective TimeExchange Offer. (b) Subject to Sections 3.3the terms and conditions thereof, 3.4(a) and 3.4(c)to the extent any of the Distribution is effected as an Exchange Offer, each Record Holder will be entitled to receive Fox shareholder may elect in the Distribution two CURB Shares for every one SITC Share Exchange Offer to exchange a number of shares of Fox Common Stock held by such Record Holder on Fox stockholder for shares of Newco Common Stock. Subject to applicable securities Laws, Fox shall determine, in its sole discretion, the Record terms and conditions of the Exchange Offer, including the exchange ratio (including any discount to the reference price of shares of Ainge Common Stock), the timing of the offer period and any extensions thereto, and other customary provisions, each as will be set forth in the Newco Registration Statement (as defined below) and Schedule TO (as defined below); provided, however, that except to the extent required by applicable Law, the maximum number of days that the Exchange Offer may be extended following satisfaction of the conditions to Closing set forth in Section 6 and Section 7 of the Merger Agreement (other than consummation of the transactions contemplated by this Agreement and satisfaction of those conditions to be satisfied as of the Closing Date, excluding fractional CURB Sharesprovided that such conditions are capable of being satisfied at such date) shall be the earlier of (i) twenty (20) Business Days and (ii) the latest date that would permit the Distribution Date to occur prior to the End Date in compliance with all applicable Laws. Before filing the Newco Registration Statement, the Schedule TO or any amendments or supplements thereto, or comparable documents under securities or state “blue sky” Laws of any jurisdiction, Fox and/or Newco (as applicable) will furnish to Ainge and its counsel copies of all such documents proposed to be filed (including all exhibits thereto), which documents will be subject to the reasonable comment of Ainge and its counsel, and, before filing any such document, Fox and/or Newco (as applicable) shall reasonably consider any changes thereto that Ainge and its counsel shall reasonably request. (c) No fractional CURB Shares will be distributed or credited Subject to book-entry accounts in connection with Section 3.1, the Distribution, terms and any such fractional CURB 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 shareholder of CURB. In lieu conditions of any such fractional CURB Shares, each Record Holder who, but for the provisions of this Section 3.4, would be entitled to receive a fractional share interest of a CURB Share pursuant to the Distribution, as applicable, Clean-Up Spin-Off shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, SITC shall direct the Agent to determine the number of whole and fractional CURB Shares allocable to each Record Holder, to aggregate all such fractional CURB Shares into whole CURB Shares, and to sell the whole CURB Shares obtained thereby in the open market when, how, and through which broker-dealers as determined by Fox in its sole discretion without discretion; provided, however, that: (i) any influence by SITC or CURB, and to cause to shares of Newco Common Stock that are not subscribed for in the Exchange Offer must be distributed to each such Record HolderFox’s shareholders in the Clean-Up Spin-Off and (ii) subject to any applicable Law or stock exchange requirement, in lieu of any fractional CURB Share, such Record Holder’s ratable share the Clean-Up Spin-Off shall take place on the Distribution Date immediately following the consummation of the total proceeds Exchange Offer and the Record Date for the Clean-Up Spin-Off shall be established as 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 SITC, CURB or the Agent will be required to guarantee any minimum sale price for the fractional CURB Shares sold in accordance with this Section 3.4(c). Neither SITC nor CURB will be required to pay any interest on the proceeds from the sale of fractional CURB Shares. Neither the Agent nor the broker-dealers through which the aggregated fractional CURB Shares are sold shall be Affiliates of SITC or CURB. Solely for purposes of computing fractional CURB Share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of SITC Shares held of record date in the name of a nominee same manner as provided in any nominee account shall be treated as the Record Holder with respect to such SITC SharesSection 3.2(a). (d) Any CURB Shares In the event of a Spin-Off or cash in lieu of fractional CURB Shares with respect to CURB Shares that remain unclaimed Clean-Up Spin-Off, no action by any Record Holder 180 days after the Distribution Date shall be delivered to CURB, and CURB shall hold necessary for such CURB Shares for the account of Record Holder (or such Record Holder, and ’s designated transferee or transferees) to receive the Parties agree that all obligations applicable number of shares of Newco Common Stock such stockholder is entitled to provide such CURB Shares and cash, if any, in lieu the Distribution. For stockholders of fractional CURB Share interests shall be obligations Fox who own shares of CURB, subject in each case to applicable escheat Fox Common Stock through a broker or other abandoned property Lawsnominee, and SITC shall have no Liability with respect theretotheir shares of Newco Common Stock will be credited to their respective accounts by such broker or nominee. (e) Until Upon the CURB Shares are duly consummation of the Distribution, Fox shall deliver to the Exchange Agent a book-entry authorization representing the shares of Newco Common Stock being transferred in accordance the Distribution, for the account of Fox’s stockholders that are entitled thereto, and any other information reasonably requested by the Exchange Agent. The Exchange Agent shall hold book-entry shares for the account of Fox’s stockholders pending the Merger. In no event shall the aggregate number of shares of Newco Common Stock issued and distributed in the Distribution exceed the number of shares of Newco Common Stock held by Fox on the Distribution Date. (f) The Parties shall keep each other reasonably informed with respect to the transactions contemplated by this Section 3.4 3.2 in order to coordinate the timing of such transactions to the extent reasonably practicable and applicable Law, from desirable and after the Effective Time, CURB will regard the Persons entitled to receive such CURB Shares as Record Holders in accordance otherwise consistent with the terms other provisions of this Section 3.2. (g) Neither of the Distribution without requiring any action on the part Parties, and none of such Persons. CURB agrees thattheir respective Affiliates, subject will be liable to any transfers Person in respect of such CURB Shares, from and after the Effective Time any shares of Newco Common Stock (i) each such holder will be entitled to receive all or dividends payable on, and exercise voting rights and all other rights and privileges or distributions with respect tothereto) that are properly delivered to a public official pursuant to any applicable abandoned property, the CURB 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 CURB Shares then held by such Record Holderescheat or similar Law.

The Distribution. (a) Subject to Section 3.33.03, on or the Conexant Board will establish the Record Date and the Distribution Date and authorize Conexant to pay the Distribution immediately prior to the Effective Time, CURB will deliver Time by delivery to the Distribution Agent, for the benefit of holders of record of Conexant Common Stock and Conexant Series B Preferred Stock as of the Record HoldersDate, of a number of shares of Washington Common Stock equal to the aggregate number of shares of Conexant Common Stock and Conexant Series B Preferred Stock issued and outstanding as of the Record Date (excluding treasury shares held by Conexant), and Conexant will instruct the Distribution Agent to make book-entry transfer authorizations credits on the Distribution Date or as soon thereafter as practicable for such each holder of record of Conexant Common Stock and Conexant Series B Preferred Stock as of the Record Date for a number of shares of Washington Common Stock equal to the outstanding CURB Shares number of shares of Conexant Common Stock or Conexant Series B Preferred Stock so held by such holder of record as is necessary of the Record Date (excluding treasury shares held by Conexant). Prior to effect the DistributionEffective Time, the shares of Washington Common Stock shall not be transferable and shall cause the transfer agent for the SITC SharesWashington Common Stock shall not transfer any shares of Washington Common Stock, as except that the case may beDistribution Agent, to instruct the Agent to (i) distribute at the Effective Time the appropriate whole number of CURB Shares to each such Record Holder or designated transferee or transferees of such Record Holder by way of direct registration in book-entry form and (ii) receive and hold for and on behalf of each Record Holder the amount holders of fractional CURB Shares to which Washington Common Stock, may exchange such Record Holder would otherwise be entitled to receive in the Distribution. CURB will not issue paper share certificates in respect shares for shares of Alpha Common Stock as provided by Section 3.2 of the CURB SharesMerger Agreement in connection with the Merger. The Distribution shall will be deemed to be effective at as of the Effective TimeTime of Distribution upon written authorization from Conexant to the Distribution Agent to proceed as set forth in this Section 3.01(a). (b) Subject Conexant and Washington each will provide to Sections 3.3, 3.4(a) and 3.4(c), each Record Holder will be entitled to receive in the Distribution two CURB Shares for every one SITC Share held by such Record Holder on the Record Date, excluding fractional CURB Shares. Agent all information (c) No fractional CURB Shares will be distributed or credited including information necessary to make appropriate book-entry accounts credits) and share certificates, in connection with the Distribution, and any such fractional CURB 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 shareholder of CURB. In lieu of any such fractional CURB Shares, each Record Holder who, but for the provisions of this Section 3.4, would be entitled to receive a fractional share interest of a CURB Share pursuant to the Distributioncase, as applicable, shall may be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after required in order to complete the Effective Time, SITC shall direct Distribution on the Agent to determine the number basis of whole and fractional CURB Shares allocable to each Record Holder, to aggregate all such fractional CURB Shares into whole CURB Shares, and to sell the whole CURB Shares obtained thereby in the open market when, how, and through which broker-dealers as determined in its sole discretion without any influence by SITC or CURB, and to cause to be distributed to each such Record Holder, in lieu of any fractional CURB Share, such Record Holder’s ratable one share of the total proceeds Washington Common Stock for each share of such sale, after deducting any Taxes required to be withheld Conexant Common Stock and applicable transfer Taxes, Conexant Series B Preferred Stock issued and after deducting the costs and expenses outstanding as of such sale and distribution, including brokers’ fees and commissions. None of SITC, CURB or the Agent will be required to guarantee any minimum sale price for the fractional CURB Shares sold in accordance with this Section 3.4(c). Neither SITC nor CURB will be required to pay any interest on the proceeds from the sale of fractional CURB Shares. Neither the Agent nor the broker-dealers through which the aggregated fractional CURB Shares are sold shall be Affiliates of SITC or CURB. Solely for purposes of computing fractional CURB Share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of SITC 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 SITC Shares. Date (d) Any CURB Shares or cash in lieu of fractional CURB Shares with respect to CURB Shares that remain unclaimed by any Record Holder 180 days after the Distribution Date shall be delivered to CURB, and CURB shall hold such CURB Shares for the account of such Record Holder, and the Parties agree that all obligations to provide such CURB Shares and cash, if any, in lieu of fractional CURB Share interests shall be obligations of CURB, subject in each case to applicable escheat or other abandoned property Laws, and SITC shall have no Liability with respect thereto. (e) Until the CURB Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, CURB will regard the Persons entitled to receive such CURB Shares as Record Holders in accordance with the terms of the Distribution without requiring any action on the part of such Persons. CURB agrees that, subject to any transfers of such CURB Shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the CURB Shares then excluding treasury shares 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 CURB Shares then held by such Record HolderConexant).

The Distribution. (a) Subject to Section 3.3SECTION 2.03 and SECTION 7.07 hereof, on or prior to the Effective TimeDistribution Date, CURB 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 Hussmann 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 credits for, the appropriate number of the outstanding CURB Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the SITC Shares, as the case may be, to instruct the Agent to (i) distribute at the Effective Time the appropriate whole number such shares of CURB Shares Hussmann Common Stock to each such holder (and, if applicable, cash in lieu of any fractional shares obtained in the manner provided in SECTION 2.01(c)). Each of Xxxxxxx and Xxxxxxxx shall provide to the Agent all share certificates and any information required in order to complete the Distribution on the basis of one share of Hussmann Common Stock for every ___ shares of Xxxxxxx Common Stock outstanding on the Record Holder or designated transferee or transferees Date. With respect to any Restricted Stock outstanding as of such Record Holder by way the close of direct registration in book-entry form and (ii) receive and hold for and business on the Distribution Date that is then held on behalf of each Record Holder a Hussmann Separated Employee, the amount shares of fractional CURB Shares to which such Record Holder would otherwise be entitled to receive Hussmann Common Stock and Midas Common Stock distributed in the Distribution. CURB will not issue paper share certificates in respect of the CURB Shares. Distribution in (b) The Distribution shall be effective at as of the Effective Time. (b) Subject to Sections 3.3close of business, 3.4(a) and 3.4(c)New York time, each Record Holder will be entitled to receive in on the Distribution two CURB Shares for every one SITC Share held by such Record Holder on the Record Date, excluding fractional CURB Shares. (c) No certificates representing fractional CURB Shares will shares of Hussmann 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 Hussmann Common Stock in the Distribution and any such fractional CURB Shares interests to which a Record Holder holders that would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a shareholder receive less than one whole share of CURB. In Hussmann Common Stock in the Distribution will receive cash in lieu of any such fractional CURB Shares, each Record Holder who, but for the provisions of this Section 3.4, would be entitled to receive a fractional share interest of a CURB Share pursuant to the Distribution, as applicable, shall be paid cash, without any interest thereon, as hereinafter providedshares. As soon as practicable after the Effective TimeDistribution Date, SITC Xxxxxxx shall direct instruct the Agent to determine the number of whole and fractional CURB Shares shares of Hussmann 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 Hussmann Common Stock, to aggregate all such fractional CURB Shares into whole CURB Shares, shares and to sell the whole CURB Shares shares obtained thereby on the New York Stock Exchange or otherwise, in the open market when, how, and through which broker-dealers as determined in its sole discretion without any influence by SITC or CURBeach case at then prevailing trading prices, and to cause to be distributed to each such Record Holderholder, in lieu of any fractional CURB Shareshare, such Record Holder’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 SITC, CURB or the Agent will be required to guarantee any minimum sale price for the fractional CURB Shares sold in accordance with this Section 3.4(c). Neither SITC nor CURB will be required to pay any interest on the proceeds from the sale of fractional CURB Shares. Neither the Agent nor the broker-dealers through which the aggregated fractional CURB Shares are sold shall be Affiliates of SITC or CURB. Solely for purposes of computing fractional CURB Share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of SITC 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 SITC Sharessale. (d) Any CURB Shares or cash in lieu of fractional CURB Shares with respect to CURB Shares that remain unclaimed by any Record Holder 180 days after the Distribution Date shall be delivered to CURB, and CURB shall hold such CURB Shares for the account of such Record Holder, and the Parties agree that all obligations to provide such CURB Shares and cash, if any, in lieu of fractional CURB Share interests shall be obligations of CURB, subject in each case to applicable escheat or other abandoned property Laws, and SITC shall have no Liability with respect thereto. (e) Until the CURB Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, CURB will regard the Persons entitled to receive such CURB Shares as Record Holders in accordance with the terms of the Distribution without requiring any action on the part of such Persons. CURB agrees that, subject to any transfers of such CURB Shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the CURB 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 CURB Shares then held by such Record Holder.

The Distribution. (a) Subject Upon the terms and subject to the conditions of this Agreement, following consummation of the authorization of Spinco Common Stock pursuant to Section 3.34.2(a), on the Harbor Contribution, the payment of the Special Dividend and the Additional Special Dividend (if applicable) and the effectuation of the Intercompany Debt Repayment, Harbor shall declare and effect the Distribution, in accordance with Section 4.5(c), to each holder of issued and outstanding shares of Harbor Common Stock as of the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group), such that each such holder will receive a pro-rata share of the aggregate shares of Spinco Common Stock held by Harbor as of the Distribution Time (the aggregate number of shares of Spinco Common Stock held by Harbor as of the Distribution Time, the “Harbor Share Number”). (b) Any fractional shares of Spinco Common Stock that would otherwise be issuable to a Harbor Stockholder pursuant to Section 4.5(a) shall be aggregated and such Harbor Stockholder shall be issued in respect of all such fractional shares a number of shares of Spinco Common Stock equal to such aggregate number, rounded to the nearest whole number. Harbor, Spinco, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Spinco that would otherwise be caused by the issuance of fractional shares of Spinco Common Stock. In the event that after giving effect to this Section 4.5(b) the aggregate number of shares of Spinco Common Stock issued to the Harbor Stockholders is greater than the number of shares of Spinco Common Stock to be issued as the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b). (c) At or prior to the Effective Distribution Time, CURB will Harbor shall deliver to the Agent, for the benefit Agent evidence of the Record Holders, book-entry transfer authorizations for such number of the outstanding CURB Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the SITC Shares, as the case may be, to instruct the Agent to (i) distribute at the Effective Time the appropriate whole number of CURB Shares to each such Record Holder or designated transferee or transferees of such Record Holder by way of direct registration Spinco Common Stock in book-entry form and (ii) receive and hold for and on behalf of each Record Holder the amount of fractional CURB Shares to which such Record Holder would otherwise be entitled to receive being distributed in the Distribution. CURB will not issue paper share certificates in respect Distribution for the account of the CURB Sharesholders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the Merger. Immediately after the Distribution Time and prior to the Effective Time of the Merger, the shares of Spinco Common Stock shall not be transferable and the Agent shall not transfer any shares of Spinco Common Stock. The Distribution shall be deemed to be effective at upon written authorization from Harbor to the Effective Time. Agent to proceed, after the receipt of which the Agent shall then distribute by book-entry transfer in respect of the outstanding shares of Harbor Common Stock held by holders of record of Harbor Common Stock on the Record Date (bexcluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group) Subject to Sections 3.3, 3.4(a) and 3.4(c), each Record Holder will be entitled to receive all of the shares of Spinco Common Stock distributed in the Distribution two CURB Shares for every one SITC Share held by such Record Holder on the Record Date, excluding fractional CURB Shares. (c) No fractional CURB Shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional CURB 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 shareholder of CURB. In lieu of any such fractional CURB Shares, each Record Holder who, but for the provisions of this Section 3.4, would be entitled to receive a fractional share interest of a CURB 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, SITC shall direct the Agent to determine the number of whole and fractional CURB Shares allocable to each Record Holder, to aggregate all such fractional CURB Shares into whole CURB Shares, and to sell the whole CURB Shares obtained thereby in the open market when, how, and through which broker-dealers as determined in its sole discretion without any influence by SITC or CURB, and to cause to be distributed to each such Record Holder, in lieu of any fractional CURB Share, such Record Holder’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 SITC, CURB or the Agent will be required to guarantee any minimum sale price for the fractional CURB Shares sold in accordance with this Section 3.4(c). Neither SITC nor CURB will be required to pay any interest on the proceeds from the sale of fractional CURB Shares. Neither the Agent nor the broker-dealers through which the aggregated fractional CURB Shares are sold shall be Affiliates of SITC or CURB. Solely for purposes of computing fractional CURB Share interests pursuant to this Section 3.4(c4.5(a) and Section 3.4(d4.5(b), the beneficial owner of SITC 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 SITC Shares. (d) Any CURB Shares or cash in lieu of fractional CURB Shares with respect to CURB Shares that remain unclaimed by any Record Holder 180 days after the Distribution Date shall be delivered to CURB, and CURB shall hold such CURB Shares for the account of such Record Holder, and the Parties agree that all obligations to provide such CURB Shares and cash, if any, in lieu of fractional CURB Share interests shall be obligations of CURB, subject in each case to applicable escheat or other abandoned property Laws, and SITC shall have no Liability with respect thereto. (e) Until the CURB Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, CURB will regard the Persons entitled to receive such CURB Shares as Record Holders in accordance with the terms of the Distribution without requiring any action on the part of such Persons. CURB agrees that, subject to any transfers of such CURB Shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the CURB 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 CURB Shares then held by such Record Holder.ARTICLE V

The Distribution. (a) Subject to Section 3.3, on On or prior to the Effective TimeDistribution Date, CURB will SFX shall deliver to the Agent, Agent for the benefit of holders of record of SFX Common Stock, Series D Preferred Stock and interests in the SFX Director Deferred Stock Ownership Plan on the Record HoldersDate, book-entry transfer authorizations for such (i) certificates representing, in the aggregate, the number of shares of Entertainment Class A Common Stock equal to the sum of (A) the number of shares of SFX Class A Common Stock outstanding CURB Shares on the Record Date, (B) the aggregate number of shares of SFX Class A Common Stock credited pursuant to the SFX Director Deferred Stock Ownership Plan and (C) the product of the number of shares of Series D Preferred Stock outstanding on the Record Date multiplied by the Conversion Rate (as is necessary defined in the certificate of designations governing the Series D Preferred Stock) and (ii) certificates representing, in the aggregate, the number of shares of Entertainment Class B Common Stock equal to the number of shares of SFX Class B Common Stock outstanding on the Record Date. SFX shall instruct the Agent to distribute as promptly as practicable following the Distribution Date to holders of the SFX Common Stock, Series D Preferred Stock and interests in the SFX Director Deferred Stock Ownership Plan on the Record Date (i) one share of Entertainment Class A Common Stock for every one share of SFX Class A Common Stock, (ii) one share of Entertainment Class A Common Stock for every one share of SFX Class A Common Stock credited pursuant to the SFX Director Deferred Stock Ownership Plan, (iii) the number of shares of Entertainment Class A Common Stock (rounded down to the next whole share for each holder) equal to the Conversion Rate (as defined in the Certificate of Designations governing the Series D Preferred Stock) for every one share of Series D Preferred Stock and (iv) one share of Entertainment Class B Common Stock for every one share of SFX Class B Common Stock. Simultaneously with the Distribution, SFX shall place that number of shares of the Entertainment Class A Common in an escrow account with an escrow agent selected by SFX and governed by an escrow agreement reasonably acceptable to SFX and Parent for delivery to the holders of the IPO Warrants, and SCMC Warrants upon exercise of such warrants that equals the number of shares of Entertainment Class A Common Stock that the holders of such warrants would have been entitled to receive if they had exercised all of their IPO Warrants, and SCMC Warrants immediately prior to the Record Date. SFX and Entertainment agree to provide to the Agent sufficient certificates in such denominations as the Agent may request in order to effect the Distribution, and shall cause . All of the transfer agent for the SITC Shares, as the case may be, to instruct the Agent to (i) distribute at the Effective Time the appropriate whole number shares of CURB Shares to each such Record Holder or designated transferee or transferees of such Record Holder by way of direct registration in book-entry form and (ii) receive and hold for and on behalf of each Record Holder the amount of fractional CURB Shares to which such Record Holder would otherwise be entitled to receive Entertainment Common Stock issued in the Distribution. CURB will not issue paper share certificates in respect of the CURB Shares. The Distribution shall be effective at the Effective Timefully paid, nonassessable and free of preemptive rights. (b) Subject The Distribution shall be deemed to Sections 3.3, 3.4(a) and 3.4(c), each Record Holder will be entitled to receive in effective on the Distribution two CURB Shares for every one SITC Share held by such Record Holder on the Record Date, excluding fractional CURB Shares. (c) No fractional CURB Shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional CURB 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 shareholder of CURB. In lieu of any such fractional CURB Shares, each Record Holder who, but for the provisions of this Section 3.4, would be entitled to receive a fractional share interest of a CURB 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, SITC shall direct the Agent to determine the number of whole and fractional CURB Shares allocable to each Record Holder, to aggregate all such fractional CURB Shares into whole CURB Shares, and to sell the whole CURB Shares obtained thereby in the open market when, how, and through which broker-dealers as determined in its sole discretion without any influence by SITC or CURB, and to cause to be distributed to each such Record Holder, in lieu of any fractional CURB Share, such Record Holder’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 SITC, CURB or the Agent will be required to guarantee any minimum sale price for the fractional CURB Shares sold in accordance with this Section 3.4(c). Neither SITC nor CURB will be required to pay any interest on the proceeds from the sale of fractional CURB Shares. Neither the Agent nor the broker-dealers through which the aggregated fractional CURB Shares are sold shall be Affiliates of SITC or CURB. Solely for purposes of computing fractional CURB Share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of SITC 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 SITC Shares. (d) Any CURB Shares or cash in lieu of fractional CURB Shares with respect to CURB Shares that remain unclaimed by any Record Holder 180 days after the Distribution Date shall be delivered to CURB, and CURB shall hold such CURB Shares for the account of such Record Holder, and the Parties agree that all obligations to provide such CURB Shares and cash, if any, in lieu of fractional CURB Share interests shall be obligations of CURB, subject in each case to applicable escheat or other abandoned property Laws, and SITC shall have no Liability with respect thereto. (e) Until the CURB Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, CURB will regard the Persons entitled to receive such CURB Shares as Record Holders in accordance with the terms of the Distribution without requiring any action on the part of such Persons. CURB agrees that, subject to any transfers of such CURB Shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the CURB 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 CURB Shares then held by such Record Holder.