The Distribution. (a) Subject to the terms and conditions hereof, including the conditions to the Distribution set forth in Section 4.4, Parent shall effect the Distribution by causing all of the issued and outstanding shares of New BBX Capital Common Stock held by Parent to be distributed to the Record Holders as described herein. The Distribution, if effected, shall occur on the Distribution Date. (b) On or prior to the Effective Time, Parent will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of shares of New BBX Capital Class A Common Stock and Class B Common Stock as is necessary to effect the Distribution, and shall cause the transfer agent for Parent to instruct the Agent to distribute at the Effective Time the appropriate number of shares of New BBX Capital Class A Common Stock and Class B Common Stock to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. The Agent shall mail each Record Holder a book-entry account statement that reflects such Record Holder’s New BBX Capital Common Stock. Paper stock certificates will not be issued in respect of the shares of New BBX Capital Common Stock, unless New BBX Capital’s Board of Directors determines to do so. (c) Each Record Holder will be entitled to receive in the Distribution one (1) share of New BBX Capital Class A Common Stock for every one (1) share of Parent Class A Common Stock held by such Record Holder on the Record Date and one (1) share of New BBX Capital Class B Common Stock for every one (1) share of Parent Class B Common Stock held by such Record Holder on the Record Date. (d) Any shares of New BBX Capital Class A Common Stock or Class B Common Stock distributed in the Distribution that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to New BBX Capital, and New BBX Capital or its transfer agent shall hold such shares for the account of such Record Holder, and the Parties agree that all obligations to provide such shares shall be obligations of New BBX Capital only, subject in each case to applicable escheat or other abandoned property or similar Laws, and Parent shall have no Liability with respect thereto. Neither Party nor any of their respective Affiliates shall be liable to any Person in respect of any shares of New BBX Capital Common Stock (or dividends or distributions with respect thereto) that are properly delivered to a public official pursuant to any applicable escheat or other abandoned property or similar Laws. (e) Until the shares of New BBX Capital Class A Common Stock or Class B Common Stock distributed in the Distribution are duly transferred in accordance with this Section 4.2 and applicable Law, from and after the Effective Time, New BBX Capital will regard the Persons entitled to receive such shares as record holders of the shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Subject to Section 4.2(d), New BBX Capital agrees that, subject to any transfers of such shares, from and after the Effective Time, (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the 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 shares then held by such holder.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (BBX Capital Florida LLC), Separation and Distribution Agreement (BBX Capital Corp), Separation and Distribution Agreement (BBX Capital Florida LLC)
The Distribution. (a) Subject to the terms and conditions hereof, including the conditions to the Distribution set forth in Section 4.4, Parent shall effect the Distribution by causing all of the issued and outstanding shares of New BBX Capital Common Stock held by Parent to be distributed pro rata to the Record Holders as described herein. The Distribution, if effected, shall occur on the Distribution Date.
(b) On or prior to the Effective Time, Parent will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of shares of New BBX Capital Class A Common Stock and Class B Common Stock as is necessary to effect the Distribution, and shall cause the transfer agent for Parent to instruct the Agent to distribute at the Effective Time the appropriate number of shares of New BBX Capital Class A Common Stock and Class B Common Stock to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. The Agent shall mail each Record Holder a book-entry account statement that reflects such Record Holder’s New BBX Capital Common Stock. Paper stock certificates will not be issued in respect of the shares of New BBX Capital Common Stock, unless New BBX Capital’s Board of Directors determines deems it necessary to do so.
(c) Each Record Holder will be entitled to receive in the Distribution one (1) share of New BBX Capital Class A Common Stock for every one (1) share of Parent Class A Common Stock held by such Record Holder on the Record Date and one (1) share of New BBX Capital Class B Common Stock for every one (1) share of Parent Class B Common Stock held by such Record Holder on the Record Date.
(d) Any shares of New BBX Capital Class A Common Stock or Class B Common Stock distributed in the Distribution that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to New BBX Capital, and New BBX Capital or its transfer agent shall hold such shares for the account of such Record Holder, and the Parties agree that all obligations to provide such shares shall be obligations of New BBX Capital only, subject in each case to applicable escheat or other abandoned property or similar Laws, and Parent shall have no Liability with respect thereto. Neither Party nor any of their respective Affiliates shall be liable to any Person in respect of any shares of New BBX Capital Common Stock (or dividends or distributions with respect thereto) that are properly delivered to a public official pursuant to any applicable escheat or other abandoned property or similar Laws.
(e) Until the shares of New BBX Capital Class A Common Stock or Class B Common Stock distributed in the Distribution are duly transferred in accordance with this Section 4.2 and applicable Law, from and after the Effective Time, New BBX Capital will regard the Persons entitled to receive such shares as record holders of the shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Subject to Section 4.2(d), New BBX Capital agrees that, subject to any transfers of such shares, from and after the Effective Time, (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the 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 shares then held by such holder.
(f) The treatment of Parent Restricted Shares shall be as set forth in the Employee Matters Agreement.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (BBX Capital Florida LLC), Separation and Distribution Agreement (BBX Capital Florida LLC)
The Distribution. (a) Subject The Parent Board shall have the authority and right: (i) to declare or refrain from declaring the Distribution; (ii) to establish and change the record date for the Distribution (the “Record Date”); (iii) to establish and change the date on which the Distribution and Spin-Off shall be effective (the “Distribution Date”); and (iv) prior to the terms Distribution Date, to establish and conditions hereofchange the procedures for effecting the Distribution; subject, including in all cases, to the applicable provisions of the CBCA.
(b) On the Distribution Date, subject to the conditions to the Distribution set forth in Section 4.42.2, Parent shall effect cause to be distributed to the Distribution by causing holders of record of Parent Common Stock on the Record Date, as a dividend, all of the issued and outstanding shares of New BBX Capital Spinco Common Stock held by Parent to be distributed to the Record Holders as described herein. The Distribution, if effected, shall occur on the Distribution Date.
basis of (bi) On or prior to the Effective Time, Parent will deliver to the Agent, for the benefit one share of the Record Holders, book-entry transfer authorizations for such number of shares of New BBX Capital Class A Common Stock and Class B Common Stock as is necessary to effect the DistributionStock, and shall cause the transfer agent for Parent to instruct the Agent to distribute at the Effective Time the appropriate number par value $.0001 per share, of shares of New BBX Capital Spinco (“Spinco Class A Common Stock and Class B Common Stock to Stock”) for each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. The Agent shall mail each Record Holder a book-entry account statement that reflects such Record Holder’s New BBX Capital Common Stock. Paper stock certificates will not be issued in respect of the shares of New BBX Capital Common Stock, unless New BBX Capital’s Board of Directors determines to do so.
(cshare(s) Each Record Holder will be entitled to receive in the Distribution one (1) share of New BBX Capital Class A Common Stock for every one (1) share of Parent Class A Common Stock held by such Record Holder of record on the Record Date and (ii) one (1) share of New BBX Capital Class B Common Stock Stock, par value $.0001 per share, of Spinco (“Spinco Class B Common Stock” and together with the Spinco Class A Common Stock, “Spinco Common Stock”) for every one (1each share(s) share of Parent Class B Common Stock held by such Record Holder of record on the Record Date. Parent will give effect to the foregoing sentence by causing the Transfer Agent to make the Distribution on the Distribution Date, including by crediting the appropriate class and number of shares of Spinco Common Stock to book entry accounts for each such record holder of Spinco Common Stock or designated transferee or transferees of each such record holder of Spinco Common Stock. For shareholders of Parent who own Parent Common Stock through a broker or other nominee, their shares of Spinco Common Stock will be credited to their respective accounts by such broker or nominee. No action by any holder of Parent Common Stock on the Record Date shall be necessary for such shareholder (or such shareholder’s designated transferee or transferees) to receive the applicable number of shares of Spinco Common Stock (and, if applicable, cash in lieu of any fractional shares) to which such shareholder is entitled in the Distribution.
(c) Shareholders of Parent who, after aggregating the number of shares of Spinco Common Stock (or fractions thereof) to which such shareholder would be entitled on the Record Date, would be entitled to receive a fraction of a share of Spinco Common Stock in the Distribution, will receive cash in lieu of fractional shares. Fractional shares of Spinco Common Stock will not be distributed in the Distribution nor credited to book-entry accounts. The Transfer Agent shall, as soon as practicable after the Distribution Date (i) determine the number of whole shares and fractional shares of Spinco Common Stock allocable to each other holder of record or beneficial owner of Parent Common Stock as of close of business on the Record Date, (ii) aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions at then prevailing trading prices on behalf of holders who would otherwise be entitled to fractional share interests, and (iii) distribute to each such holder, or for the benefit of each such beneficial owner, such holder’s or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per share of Spinco Common Stock after making appropriate deductions for any amount required to be withheld for United States federal income Tax purposes. Spinco shall bear the cost of brokerage fees and transfer taxes incurred in connection with these sales of fractional shares, which such sales shall occur as soon after the Distribution Date as practicable and as determined by the Transfer Agent.
(d) Any Spinco has caused, or prior to the Distribution Date shall cause, the Spinco Articles to be filed with the Colorado Secretary of State, whereupon the issued and then outstanding shares of New BBX Capital Spinco Common Stock (all of which shall be owned by Parent), shall automatically be reclassified into: (i) a number of shares of Spinco Class A Common Stock or equal to the number of shares of Parent Class A Common Stock outstanding as of the effective time of the Spinco Articles and (ii) a number of shares of Spinco Class B Common Stock distributed in equal to the Distribution that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to New BBX Capital, and New BBX Capital or its transfer agent shall hold such shares for the account number of such Record Holder, and the Parties agree that all obligations to provide such shares shall be obligations of New BBX Capital only, subject in each case to applicable escheat or other abandoned property or similar Laws, and Parent shall have no Liability with respect thereto. Neither Party nor any of their respective Affiliates shall be liable to any Person in respect of any shares of New BBX Capital Parent Class B Common Stock (or dividends or distributions with respect thereto) that are properly delivered to a public official pursuant to any applicable escheat or other abandoned property or similar Lawsas of the effective time of the Spinco Articles.
(e) Until the shares of New BBX Capital Class A Common Stock or Class B Common Stock distributed in the Distribution are duly transferred in accordance with this Section 4.2 and applicable Law, from and after the Effective Time, New BBX Capital Parent will regard the Persons entitled to receive take such shares as record holders of the shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Subject to Section 4.2(d), New BBX Capital agrees that, subject to any transfers of such shares, from and after the Effective Time, (i) each such holder will be entitled to receive all dividendsaction, if any, payable onas may be necessary or appropriate under applicable state and foreign securities and “blue sky” laws to permit the Distribution to be effected in compliance, and exercise voting rights and in all other rights and privileges material respects, with respect to, the 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 shares then held by such holderlaws.
Appears in 1 contract
The Distribution. (a) Subject to the terms and conditions hereof, including satisfaction or waiver of the conditions to the Distribution set forth in Section 4.43.03, Parent the actions set forth in this Section 3.02 shall be taken on the Distribution Date.
(a) Belo shall effect the Distribution by causing all of the issued and outstanding shares of New BBX Capital Newspaper Holdco Common Stock held Stock, including the Preferred Share Purchase Rights attached thereto, beneficially owned by Parent Belo to be distributed to record holders of shares of Belo Common Stock as of the Record Holders as described herein. The DistributionDate, if effectedother than with respect to shares of Belo Common Stock held in the treasury of Belo, shall occur by means of a pro rata dividend of such Newspaper Holdco Common Stock, including such rights, to holders of shares of Belo Common Stock, on the Distribution Dateterms and subject to the conditions set forth in this Agreement.
(b) On or prior to the Effective Time, Parent will deliver to the Agent, for the benefit Each record holder of (i) Series A Belo Common Stock on the Record HoldersDate (or such holder’s designated transferee or transferees), book-entry transfer authorizations for such number other than in respect of shares of New BBX Capital Class Series A Belo Common Stock and Class B Common Stock as is necessary to effect held in the Distributiontreasury of Belo, and shall cause the transfer agent for Parent to instruct the Agent to distribute at the Effective Time the appropriate number of shares of New BBX Capital Class A Common Stock and Class B Common Stock to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. The Agent shall mail each Record Holder a book-entry account statement that reflects such Record Holder’s New BBX Capital Common Stock. Paper stock certificates will not be issued in respect of the shares of New BBX Capital Common Stock, unless New BBX Capital’s Board of Directors determines to do so.
(c) Each Record Holder will be entitled to receive in the Distribution one (1) Distribution, .20 share of New BBX Capital Class Series A Newspaper Holdco Common Stock for Stock, including the Preferred Share Purchase Rights, with respect to every one (1) share of Parent Class Series A Belo Common Stock held by such record holder on the Record Holder Date, and (ii) each record holder of Series B Belo Common Stock on the Record Date and one (1) or such holder’s designated transferee or transferees), other than in respect of shares Series B Belo Common Stock held in the treasury of Belo, will be entitled to receive in the Distribution, .20 share of New BBX Capital Class Series B Newspaper Holdco Common Stock for Stock, including the Preferred Share Purchase Rights attached thereto, with respect to every one (1) share of Parent Class Series B Belo Common Stock held by such Record Holder record holder on the Record Date. The treatment, in connection with the Distribution, of any outstanding Belo stock option or restricted share unit will be as specified in the Employee Matters Agreement. Belo shall direct the Distribution Agent to distribute on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of Newspaper Holdco Common Stock, including the Preferred Share Purchase Rights attached thereto, to each such record holder or designated transferee(s) of such holder of record.
(c) Belo shall direct the Distribution Agent, to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of Newspaper Holdco Common Stock allocable to each holder of record of Belo Common Stock entitled to receive Newspaper Holdco Common Stock in the Distribution and to promptly thereafter aggregate all such fractional shares and sell the whole shares obtained thereby, in open market transactions at the then-prevailing trading prices, and to cause to be distributed to each such holder, in lieu of any fractional share, such holder’s ratable share of the proceeds of such sale, after making appropriate deductions of the amounts required to be withheld for federal income tax purposes.
(d) Any shares Newspaper Holdco Common Stock, including Preferred Share Purchase Rights attached thereto, or cash, in lieu of New BBX Capital Class A fractional shares, with respect to Newspaper Holdco Common Stock or Class B Common Stock distributed in the Distribution that remain remains unclaimed by any Record Holder one hundred and eighty (180) holder of record 180 days after the Distribution Date shall be delivered to New BBX Capital, and New BBX Capital or its transfer agent Newspaper Holdco. Newspaper Holdco shall hold such shares Newspaper Holdco Common Stock, including Preferred Share Purchase Rights attached thereto, and/or cash for the account of such Record Holderholder of record and any such holder of record shall look only to Newspaper Holdco for such Newspaper Holdco Common Stock, and the Parties agree that all obligations to provide such shares shall be obligations including Preferred Share Purchase Rights attached thereto, and/or cash, if any, in lieu of New BBX Capital onlyfractional share interests, subject in each case to applicable escheat or other abandoned property or similar Laws, and Parent shall have no Liability with respect thereto. Neither Party nor any of their respective Affiliates shall be liable to any Person in respect of any shares of New BBX Capital Common Stock (or dividends or distributions with respect thereto) that are properly delivered to a public official pursuant to any applicable escheat or other abandoned property or similar Lawslaws.
(e) Until the shares of New BBX Capital Class A Common Stock or Class B Common Stock distributed in the Distribution are duly transferred in accordance with this Section 4.2 and applicable Law, from and after the Effective Time, New BBX Capital will regard the Persons entitled to receive such shares as record holders of the shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Subject to Section 4.2(d), New BBX Capital agrees that, subject to any transfers of such shares, from and after the Effective Time, (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the 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 shares then held by such holder.
Appears in 1 contract
Samples: Separation and Distribution Agreement (A. H. Belo CORP)
The Distribution. (a) SpinCo will cooperate with ConAgra to accomplish the Distribution and will, at the direction of ConAgra, use reasonable best efforts to promptly take any and all actions necessary or desirable to effect the Distribution. Each of the Parties will provide, or cause the applicable member of its Group to provide, to the transfer agent or the exchange agent (the “Exchange Agent”) all documents and information required to complete the Distribution.
(b) Subject to the terms and conditions hereofset forth in this Agreement, including the conditions (i) on or prior to the Distribution set forth in Section 4.4Date, Parent shall effect for the Distribution by causing benefit of and distribution to the Record Holders, ConAgra will deliver to the Exchange Agent all of the issued and outstanding shares of New BBX Capital SpinCo Common Stock held then owned by Parent to be distributed to the Record Holders as described herein. The Distribution, if effected, shall occur ConAgra and book-entry authorizations for such shares and (ii) on the Distribution Date.
(b) On or prior to the Effective Time, Parent ConAgra will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of shares of New BBX Capital Class A Common Stock and Class B Common Stock as is necessary to effect the Distribution, and shall cause the transfer agent for Parent to instruct the Exchange Agent to (A) distribute at the Effective Time the appropriate number of shares of New BBX Capital Class A Common Stock and Class B Common Stock to each Record Holder (or such holder Record Holder’s bank, brokerage firm or designated transferee or transferees of other nominee on such holder Record Holder’s behalf) electronically, by way of direct registration in book-entry form, the number of whole shares of SpinCo Common Stock to which such Record Holder is entitled based on the Distribution Ratio and (B) receive and hold for and on behalf of each Record Holder, the number of fractional shares of SpinCo Common Stock to which such Record Holder is entitled based on the Distribution Ratio. The Distribution will be effective at the Distribution Effective Time. On or as soon as practicable after the Distribution Date, the Exchange Agent shall will mail to each Record Holder a an account statement indicating the number of whole shares of SpinCo Common Stock that have been registered in book-entry account statement that reflects form in such Record Holder’s New BBX Capital Common Stock. Paper stock certificates will not be issued in respect of the shares of New BBX Capital Common Stock, unless New BBX Capital’s Board of Directors determines to do soname.
(c) Each Record Holder ConAgra and SpinCo, as the case may be, will instruct the Exchange Agent, as applicable, to deduct and withhold from the consideration otherwise required to be distributed pursuant to this Agreement such amounts as are required to be deducted and withheld from such consideration under the Code or any provision of state, local or foreign Tax Law. Any withheld amounts will be entitled treated for all purposes of this Agreement as having been distributed to receive in the Distribution one (1) share of New BBX Capital Class A Common Stock for every one (1) share of Parent Class A Common Stock held by such Record Holder on the Record Date and one (1) share of New BBX Capital Class B Common Stock for every one (1) share of Parent Class B Common Stock held by such Record Holder on the Record Date.
(d) Any shares of New BBX Capital Class A Common Stock or Class B Common Stock distributed in the Distribution that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to New BBX Capital, and New BBX Capital or its transfer agent shall hold such shares for the account of such Record Holder, and the Parties agree that all obligations to provide such shares shall be obligations of New BBX Capital only, subject in each case to applicable escheat or other abandoned property or similar Laws, and Parent shall have no Liability with respect thereto. Neither Party nor any of their respective Affiliates shall be liable to any Person in respect of any shares of New BBX Capital Common Stock (or dividends or distributions with respect thereto) that are properly delivered to a public official pursuant to any applicable escheat or other abandoned property or similar Laws.
(e) Until the shares of New BBX Capital Class A Common Stock or Class B Common Stock distributed in the Distribution are duly transferred in accordance with this Section 4.2 and applicable Law, from and after the Effective Time, New BBX Capital will regard the Persons otherwise entitled to receive such shares as record holders of the shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Subject to Section 4.2(d), New BBX Capital agrees that, subject to any transfers of such shares, from and after the Effective Time, (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the 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 shares then held by such holderthereto.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Lamb Weston Holdings, Inc.)
The Distribution. (a) Subject to the terms and conditions hereof, including the conditions to the Distribution set forth in Section 4.4, Parent shall effect the Distribution by causing all of the issued and outstanding shares of New BBX Capital Common Stock held by Parent to be distributed to the Record Holders as described herein. The Distribution, if effected, shall occur on the Distribution Date.
(b) On or prior to the Effective TimeDistribution Date, Parent 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 Entertainment Class A Common Stock equal to the sum of (A) the number of SFX Class A Common Stock outstanding on the Record Date (B) the aggregate number of shares of New BBX Capital SFX Class A Common Stock credited pursuant to the SFX Director Deferred Stock Ownership Plan and (C) the product of the number of Series D Preferred Stock outstanding on the Record date multiplied by the Conversion Rate (as defined in the certificate of designations governing the Series D Preferred Stock) and (ii) certificates representing, in the aggregate, the number of Entertainment Class B Common Stock as is necessary equal to effect the Distribution, and number of SFX Class B Common Stock outstanding on the Record Date. SFX shall cause the transfer agent for Parent to instruct the Agent to distribute at as promptly as practicable following the Effective Time the appropriate number of shares of New BBX Capital Class A Common Stock and Class B Common Stock Distribution Date to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. The Agent shall mail each Record Holder a book-entry account statement that reflects such Record Holder’s New BBX Capital Common Stock. Paper stock certificates will not be issued in respect holders of the shares of New BBX Capital SFX Common Stock, unless New BBX Capital’s Board of Directors determines to do so.
(c) Each Record Holder will be entitled to receive Series D Preferred Stock and interests in the Distribution SFX Director Deferred Stock Ownership Plan on the Record Date (i) one (1) share of New BBX Capital Entertainment Class A Common Stock for every one (1) share of Parent SFX Class A Common Stock, (ii) one share of Entertainment Class A Common Stock held by such Record Holder on the Record Date and for every one (1) share of New BBX Capital 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 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 (1) share of Parent SFX Class B Common Stock held by such Record Holder on Stock. Simultaneously with the Record Date.
(d) Any Distribution, SFX shall place that number of shares of New BBX Capital 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, Xxxx Warrants and SCMC Warrants upon exercise of such warrants that equals the number of shares of Entertainment Class A Common Stock or Class B that the holders of such warrants would have been entitled to receive if they had exercised all of their IPO Warrants, Xxxx 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. All of the shares of Entertainment Common Stock distributed issued in the Distribution that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to New BBX Capitalfully paid, nonassessable and New BBX Capital or its transfer agent shall hold such shares for the account free of such Record Holder, and the Parties agree that all obligations to provide such shares shall be obligations of New BBX Capital only, subject in each case to applicable escheat or other abandoned property or similar Laws, and Parent shall have no Liability with respect thereto. Neither Party nor any of their respective Affiliates shall be liable to any Person in respect of any shares of New BBX Capital Common Stock (or dividends or distributions with respect thereto) that are properly delivered to a public official pursuant to any applicable escheat or other abandoned property or similar Lawspreemptive rights.
(eb) Until the shares of New BBX Capital Class A Common Stock or Class B Common Stock distributed in The Distribution shall be deemed to be effective on the Distribution are duly transferred in accordance with this Section 4.2 and applicable Law, from and after the Effective Time, New BBX Capital will regard the Persons entitled to receive such shares as record holders of the shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Subject to Section 4.2(d), New BBX Capital agrees that, subject to any transfers of such shares, from and after the Effective Time, (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the 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 shares then held by such holderDate.
Appears in 1 contract
The Distribution. (a) Subject to the terms and conditions hereof, including satisfaction or waiver of the conditions to the Distribution set forth in Section 4.43.03, Parent the actions set forth in this Section 3.02 shall be taken on the Distribution Date.
(a) Belo shall effect the Distribution by causing all of the issued and outstanding shares of New BBX Capital Newspaper Holdco Common Stock held Stock, including the Preferred Share Purchase Rights attached thereto, beneficially owned by Parent Belo to be distributed to record holders of shares of Belo Common Stock as of the Record Holders as described herein. The DistributionDate, if effectedother than with respect to shares of Belo Common Stock held in the treasury of Belo, shall occur by means of a pro rata dividend of such Newspaper Holdco Common Stock, including such rights, to holders of shares of Belo Common Stock, on the Distribution Dateterms and subject to the conditions set forth in this Agreement.
(b) On or prior to the Effective Time, Parent will deliver to the Agent, for the benefit Each record holder of (i) Series A Belo Common Stock on the Record HoldersDate (or such holder’s designated transferee or transferees), book-entry transfer authorizations for such number other than in respect of shares of New BBX Capital Class Series A Belo Common Stock and Class B Common Stock as is necessary to effect held in the Distributiontreasury of Belo, and shall cause the transfer agent for Parent to instruct the Agent to distribute at the Effective Time the appropriate number of shares of New BBX Capital Class A Common Stock and Class B Common Stock to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. The Agent shall mail each Record Holder a book-entry account statement that reflects such Record Holder’s New BBX Capital Common Stock. Paper stock certificates will not be issued in respect of the shares of New BBX Capital Common Stock, unless New BBX Capital’s Board of Directors determines to do so.
(c) Each Record Holder will be entitled to receive in the Distribution one (1) Distribution, .20 shares of Series A Newspaper Holdco Common Stock, including the Preferred Share Purchase Rights attached thereto, with respect to every share of New BBX Capital Class Series A Common Stock for every one (1) share of Parent Class A Belo Common Stock held by such record holder on the Record Holder Date, and (ii) each record holder of Series B Belo Common Stock on the Record Date and one (1) or such holder’s designated transferee or transferees), other than in respect of shares Series B Belo Common Stock held in the treasury of Belo, will be entitled to receive in the Distribution, .20 shares of Series B Newspaper Holdco Common Stock, including the Preferred Share Purchase Rights attached thereto, with respect to every share of New BBX Capital Class Series B Common Stock for every one (1) share of Parent Class B Belo Common Stock held by such Record Holder record holder on the Record Date. The treatment, in connection with the Distribution, of any outstanding Belo stock option or restricted share unit will be as specified in the Employee Matters Agreement. Belo shall direct the Distribution Agent to distribute on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of Newspaper Holdco Common Stock, including the Preferred Share Purchase Rights attached thereto, to each such record holder or designated transferee(s) of such holder of record.
(c) Belo shall direct the Distribution Agent, to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of Newspaper Holdco Common Stock allocable to each holder of record of Belo Common Stock entitled to receive Newspaper Holdco Common Stock in the Distribution and to promptly thereafter aggregate all such fractional shares and sell the whole shares obtained thereby, in open market transactions at the then-prevailing trading prices, and to cause to be distributed to each such holder, in lieu of any fractional share, such holder’s ratable share of the proceeds of such sale, after making appropriate deductions of the amounts required to be withheld for federal income tax purposes.
(d) Any shares Newspaper Holdco Common Stock, including Preferred Share Purchase Rights attached thereto, or cash, in lieu of New BBX Capital Class A fractional shares, with respect to Newspaper Holdco Common Stock or Class B Common Stock distributed in the Distribution that remain remains unclaimed by any Record Holder one hundred and eighty (180) holder of record 180 days after the Distribution Date shall be delivered to New BBX Capital, and New BBX Capital or its transfer agent Newspaper Holdco. Newspaper Holdco shall hold such shares Newspaper Holdco Common Stock, including Preferred Share Purchase Rights attached thereto, and/or cash for the account of such Record Holderholder of record and any such holder of record shall look only to Newspaper Holdco for such Newspaper Holdco Common Stock, and the Parties agree that all obligations to provide such shares shall be obligations including Preferred Share Purchase Rights attached thereto, and/or cash, if any, in lieu of New BBX Capital onlyfractional share interests, subject in each case to applicable escheat or other abandoned property or similar Laws, and Parent shall have no Liability with respect thereto. Neither Party nor any of their respective Affiliates shall be liable to any Person in respect of any shares of New BBX Capital Common Stock (or dividends or distributions with respect thereto) that are properly delivered to a public official pursuant to any applicable escheat or other abandoned property or similar Lawslaws.
(e) Until the shares of New BBX Capital Class A Common Stock or Class B Common Stock distributed in the Distribution are duly transferred in accordance with this Section 4.2 and applicable Law, from and after the Effective Time, New BBX Capital will regard the Persons entitled to receive such shares as record holders of the shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Subject to Section 4.2(d), New BBX Capital agrees that, subject to any transfers of such shares, from and after the Effective Time, (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the 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 shares then held by such holder.
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