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.
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:
The Distributions. (a) On or before the Distribution Date, Varian shall:
The Distributions. 24 Section 3.01. Record Date and Distribution Date.......................................... 24 Section 3.02. The Distributions.......................................................... 24 ARTICLE IV
The Distributions. Section 4.1 Stock Dividends to DowDuPont 103 Section 4.2 Fractional Shares 104 Section 4.3 Sole Discretion of DowDuPont 105 Section 4.4 Conditions to Distributions 105 Section 4.5 Effectiveness of Distributions 109 ARTICLE V
The Distributions. 18 SECTION 3.01. Tenneco Action Prior to the Distributions...... 18 SECTION 3.02. The Distributions.............................. 19 SECTION 3.03.
The Distributions. Section 4.1 Stock Dividends to Temple-Inland; Distributions 44 Page
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 3 1002270138v12 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. 2.2
The Distributions. Subject to the terms and conditions of this Agreement, New Xxxxx shall instruct the Distributions Agent to effect the Distributions pursuant to the Distributions Agent Agreement to each holder of record of New Xxxxx Common Stock on the New Xxxxx Record Date (or, if applicable, any transferee of such holder that purchased such holder’s shares in the “regular way” market).
The Distributions. The Distributions shall have occurred, effective immediately prior to the Closing.
