The Distributions Sample Clauses

The Distributions. (a) Subject to Section 3.3, on or prior to the applicable Effective Time, Carrier or Xxxx, as applicable, will deliver to the Distribution Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding Carrier Shares or Otis Shares as is necessary to effect the Carrier Distribution or the Otis Distribution, as applicable, and shall cause the transfer agent for the UTC Shares to instruct the Distribution Agent to distribute at the applicable Effective Time the appropriate number of Carrier Shares or Otis Shares, as applicable, to each such Record Holder or designated transferee or transferees of such Record Holder by way of direct registration in book-entry form. Neither Carrier nor Otis will issue paper stock certificates in respect of such Carrier Shares or Otis Shares, respectively. (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive (i) in the Carrier Distribution, a number of whole Carrier Shares equal to the number of UTC Shares held by such Record Holder on the applicable Record Date multiplied by the Carrier Distribution Ratio, rounded down to the nearest whole number, and (ii) in the Otis Distribution, a number of whole Otis Shares equal to the number of UTC Shares held by such Record Holder on the applicable Record Date multiplied by the Otis Distribution Ratio, rounded down to the nearest whole number. (c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distributions, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a shareowner of Carrier or Otis. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a Carrier Share or an Otis Share pursuant to the applicable Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the applicable Effective Time, UTC shall direct the Distribution Agent to determine the number of whole and fractional Carrier Shares or Otis Shares, as applicable, allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then prevailing prices on behalf of each Record Holder who otherwise would be entitled...
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The Distributions. (a) Subject to the satisfaction or waiver of the conditions set forth in Section 3.3, Parent shall effect the Distributions as follows: (i) Parent shall effect the Internal Distribution by causing the Surviving Corporation to distribute all of the issued and outstanding shares of Xxxxx Xxxxxxx Common Stock beneficially owned by the Surviving Corporation to Parent by means of a dividend of such Xxxxx Xxxxxxx Common Stock to its sole stockholder, and (ii) Upon consummation of the Internal Distribution, Parent shall effect the Distribution by distributing all of the issued and outstanding shares of Xxxxx Xxxxxxx Common Stock beneficially owned by Parent to holders of shares of Parent Common Stock, other than with respect to shares of Parent Common Stock held in the treasury of Parent, by means of a pro rata dividend of such Xxxxx Xxxxxxx Common Stock to such stockholders; each on the terms and subject to the conditions set forth in this Agreement. Subject to the satisfaction or waiver of the conditions set forth in Section 3.3, the Board of Directors of Parent shall establish the Record Date and the Distribution Date and any appropriate procedures in connection with the Distribution. (b) Subject to Section 3.1(e) and to the satisfaction or waiver of the conditions set forth in Section 3.3, each holder of Parent Common Stock on the Record Date (or such holder's designated transferee or transferees), other than in respect of shares of Parent Common Stock held in the treasury of Parent, will be entitled to receive in the Distribution a number of shares of Xxxxx Xxxxxxx Common Stock equal to the number of shares of Parent Common Stock held by such holder on the Record Date multiplied by a fraction, the numerator of which is the number of shares of Xxxxx Xxxxxxx Common Stock beneficially owned by Parent or any other member of the Parent Group on the Record Date and the denominator of which is the number of shares of Parent Common Stock outstanding on the Record Date (other than shares of Parent Common Stock held in the treasury of Parent). (c) Prior to the Distribution, Parent shall enter into an agreement with the Agent providing for, among other things, the payment of the Distribution to the holders of Parent Common Stock in accordance with this Article III. (d) Prior to the Distribution, Parent and Xxxxx Xxxxxxx shall deliver to the Agent a share certificate representing (or authorize the related book-entry transfer of) all of the outstanding shares of Xxxxx Xx...
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The Distributions. (a) On or before the Distribution Date, Varian shall: (i) deliver to the Agent the certificates representing the IB Common Shares and the SEB Common Shares, in each case, endorsed by Varian in blank, for the benefit of the Varian Holders; and (ii) instruct the Agent to distribute, on or as soon as practicable after the Distribution Date, to the Varian Holders, (A) one share of IB Common Stock for each share of VAI Common Stock; and (B) one share of SEB Common Stock for each share of VAI Common Stock.
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The Distributions. 18 SECTION 3.01. Tenneco Action Prior to the Distributions....
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The Distributions. Stock Dividends to Temple-Inland; Distributions 44
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The Distributions. 24 Section 3.01. Record Date and Distribution Date.......................................... 24 Section 3.02. The Distributions.......................................................... 24 ARTICLE IV
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The Distributions. The following transactions shall be consummated on the date hereof in the following order: (a) The General Partner, CD&R, and the Upper Tier Partnership, with the consent of the Company Management Representative (as defined in the Lower Tier Partnership Agreement), shall cause the Lower Tier Partnership Agreement to be amended by the amendment in the form attached hereto as Exhibit A (the “Amendment”). Effective immediately following the Amendment, the Lower Tier Partnership hereby effects the Lower Tier Distribution and the Cancelled Lower Tier Units are hereby cancelled. The Upper Tier Partnership acknowledges and agrees to the Lower Tier Distribution and the concurrent cancellation of the Cancelled Lower Tier Units.
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The Distributions. The following transactions shall be consummated on the date hereof in the following order: (a) The General Partner, CD&R, and the Upper Tier Partnership, with the consent of the Company Management Representative (as defined in the Lower Tier Partnership Agreement), shall cause the Lower Tier Partnership Agreement to be amended by the amendment in the form attached hereto as Exhibit A (the “Amendment”). Effective immediately following the Amendment, the Lower Tier Partnership hereby effects the Lower Tier Distribution and the Cancelled Lower Tier Units are hereby cancelled. The Upper Tier Partnership acknowledges and agrees to the Lower Tier Distribution and the concurrent cancellation of the Cancelled Lower Tier Units. (b) Effective immediately following the Lower Tier Distribution, the Upper Tier Partnership hereby effects the Upper Tier Harsco Distributions and the Upper Tier CD&R Distribution and the Harsco US Upper Tier Units and the Harsco UK Upper Exhibit 2.1 Tier Units are immediately cancelled. Harsco US, Harsco UK, and CD&R acknowledge and agree to the Upper Tier Harsco Distributions and the Upper Tier CD&R Distribution and the concurrent cancellation of the Harsco US Upper Tier Units and the Harsco UK Upper Tier Units. Effective at the time of the Upper Tier Harsco Distributions and the Upper Tier CD&R Distribution, each of Harsco US, Harsco UK, CD&R and the General Partner shall amend and restate the Existing Upper Tier Partnership Agreement in the form attached hereto as Exhibit B such that each of Harsco US and Harsco UK shall (i) withdraw as a limited partner of the Upper Tier Partnership and (ii) cease to have any rights or obligations under such amended and restated limited partnership agreement of the Upper Tier Partnership. For the avoidance of doubt, each of Harsco US and Harsco UK also ceases to have any rights or obligations under the Lower Tier Partnership Agreement. (c) Following the steps described in the preceding subsections, the Upper Tier Liquidation shall be effected in due course in accordance with the laws of the Cayman Islands.
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The Distributions. The Distributions shall have occurred, effective immediately prior to the Closing.
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