Common use of The Distributions Clause in Contracts

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 Xxxxxxx Common Stock to be distributed in connection with the payment of the Distribution. After the Distribution, upon the request of the Agent, Xxxxx Xxxxxxx shall provide all certificates for shares (or book-entry transfer authorizations) of Xxxxx Xxxxxxx Common Stock that the Agent shall require in order to effect the Distribution. (e) As soon as practicable after the Distribution Date, Parent shall direct the Agent to determine the number of whole shares and fractional shares of Xxxxx Xxxxxxx Common Stock allocable to each holder of record or beneficial owner of Xxxxx Xxxxxxx Common Stock as of the Record Date entitled to receive Xxxxx Xxxxxxx Common Stock in the Distribution, to aggregate all such fractional shares and sell the whole shares obtained thereby, at the direction of Parent, either to Parent, in open market transactions or otherwise, in each case at then prevailing trading prices, and to cause to be distributed to each such holder or for the benefit of each such beneficial owner, in lieu of any fractional share, such holder's or owner's ratable share of the proceeds of such sale, after making appropriate deductions of the amount required to be withheld for federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to such sale.

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 -14- 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 Xxxxxxx Common Stock to be distributed in connection with the payment of the Distribution. After the Distribution, upon the request of the Agent, Xxxxx Xxxxxxx shall provide all certificates for shares (or book-entry transfer authorizations) of Xxxxx Xxxxxxx Common Stock that the Agent shall require in order to effect the Distribution. (e) As soon as practicable after the Distribution Date, Parent shall direct the Agent to determine the number of whole shares and fractional shares of Xxxxx Xxxxxxx Common Stock allocable to each holder of record or beneficial owner of Xxxxx Xxxxxxx Common Stock as of the Record Date entitled to receive Xxxxx Xxxxxxx Common Stock in the Distribution, to aggregate all such fractional shares and sell the whole shares obtained thereby, at the direction of Parent, either to Parent, in open market transactions or otherwise, in each case at then prevailing trading prices, and to cause to be distributed to each such holder or for the benefit of each such beneficial owner, in lieu of any fractional share, such holder's or owner's ratable share of the proceeds of such sale, after making appropriate deductions of the amount required to be withheld for federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to such sale.