Common use of The [Exchange Offer and ]Distribution Clause in Contracts

The [Exchange Offer and ]Distribution. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.02, and nothing shall have occurred that, had the Exchange Offer been commenced, would give rise to a right to terminate the Exchange Offer pursuant to the Offer Conditions, as promptly as practicable after the date hereof, but in no event later than five Business Days following the date of this Agreement (and subject to satisfaction and/or waiver of the conditions set forth in Section 3.01), Parent shall commence the Exchange Offer. (b) Under the Exchange Offer, each outstanding share of Parent Common Stock shall be exchangeable for shares of outstanding SpinCo Common Stock owned by Parent at such exchange ratio as may be determined by Parent in its sole discretion. The Exchange Agent shall hold the certificates for shares of SpinCo Common Stock delivered in the Exchange Offer for the account of the Parent shareholders whose shares of Parent Common Stock are tendered in the Exchange Offer pending the Merger. (c) In the event that holders of Parent Common Stock subscribe for less than all of the shares of SpinCo Common Stock owned by Parent in the Exchange Offer, then subject to the terms and conditions set forth in this Agreement, and provided that this Agreement shall not have been terminated in accordance with Section 7.02, (i) each holder of record of Parent Common Stock on the Record Date after giving effect to the Exchange Offer (“Record Holder”) shall be entitled to receive for each share of Parent Common Stock held by such Record Holder on the Record Date a number of shares of Remaining SpinCo Common Stock equal to the total number of shares of Remaining SpinCo Common Stock held by Parent on the Distribution Date, multiplied by a fraction, the numerator of which is the number of shares of Parent Common Stock held by such Record Holder on the Record Date after giving effect to the Exchange Offer and the denominator of which is the total amount of Parent Common Stock outstanding on the Distribution Date after giving effect to the Exchange Offer and (ii) at the Distribution Effective Time, Parent shall deliver to the Distribution Agent a global certificate representing the Remaining SpinCo Common Stock distributed in the Clean-up Distribution for the account of the Parent shareholders that are entitled thereto. The Distribution Agent shall hold such certificate for the account of the Parent shareholders pending the Merger. (d) Parent shall, in its sole discretion, determine the Distribution Date and all terms of the Distribution, including the timing of the consummation of all or part of the Distribution, but which determination shall be made in compliance with the LLC Agreement. Parent shall, in its sole discretion, select any investment banker(s) and manager(s) in connection with the Distribution, as well as any other institutions providing services in connection with the Distribution, including the Distribution Agent, the Exchange Agent, a financial printer, solicitation agent and financial, legal, accounting and other advisors.

The [Exchange Offer and ]Distribution. (a) [Provided that this Agreement shall not have been terminated in accordance with Section 7.02, and nothing shall have occurred that, had the Exchange Offer been commenced, would give rise to a right to terminate the Exchange Offer pursuant to the Offer Conditions, as promptly as practicable after the date hereof, but in no event later than five [ ] Business Days following the date of this Agreement (and subject to satisfaction and/or waiver of the conditions set forth in Section 3.01), Parent shall commence the Exchange Offer.] (b) [Under the Exchange Offer, each outstanding share of Parent Common Stock shall be exchangeable for [ ]6 shares of outstanding SpinCo Common Stock owned by Parent at such exchange ratio as may be determined by Parent in its sole discretionParent. The Exchange Agent shall hold the certificates for shares of SpinCo Common Stock delivered in the Exchange Offer for the account of the Parent shareholders whose shares of Parent Common Stock are tendered in the Exchange Offer pending the Merger.] (c) [In the event that holders of Parent Common Stock subscribe for less than all of the shares of SpinCo Common Stock owned by Parent in the Exchange Offer, then then] subject to the terms and conditions set forth in this Agreement, and provided that this Agreement shall not have been terminated in accordance with Section 7.02, (i) each holder of record of Parent Common Stock on the Record Date [after giving effect to the Exchange Offer Offer] (“Record Holder”) shall be entitled to receive for each share of Parent Common Stock held by such Record Holder on the Record Date a number of shares of Remaining [Remaining] SpinCo Common Stock equal to the total number of shares of Remaining [Remaining] SpinCo Common Stock held by Parent on the Distribution Date, multiplied by a fraction, the numerator of which is the number of shares of Parent Common Stock held by such Record Holder on the Record Date [after giving effect to the Exchange Offer Offer] and the denominator of which is the total amount of Parent Common Stock outstanding on the Distribution Date [after giving effect to the Exchange Offer Offer] and (ii) at the Distribution Effective Time, Parent shall deliver to the Distribution Agent a global certificate representing the Remaining [Remaining] SpinCo Common Stock distributed in the [Clean-up up] Distribution for the account of the Parent shareholders that are entitled thereto. The Distribution Agent shall hold such certificate for the account of the Parent shareholders pending the Merger. (d) Parent shall, in its sole discretion, determine the Distribution Date and all terms of the Distribution, including the timing of the consummation of all or part of the Distribution, but which determination shall be made in compliance with the LLC Agreement. Parent shall, in its sole discretion, select any investment banker(s) and manager(s) in connection with the Distribution, as well as any other institutions providing services in connection with the Distribution, including the Distribution Agent[, the Exchange Agent], a financial printer, solicitation agent and financial, legal, accounting and other advisors.

The [Exchange Offer and ]Distribution. (a) [Provided that this Agreement shall not have been terminated in accordance with Section 7.02, and nothing shall have occurred that, had the Exchange Offer been commenced, would give rise to a right to terminate the Exchange Offer pursuant to the Offer Conditions, as promptly as practicable after the date hereof, but in no event later than five [ ] Business Days following the date of this Agreement (and subject to satisfaction and/or waiver of the conditions set forth in Section 3.01), Parent shall commence the Exchange Offer.] (b) [Under the Exchange Offer, each outstanding share of Parent Common Stock shall be exchangeable for [ ]6 shares of outstanding SpinCo Common Stock owned by Parent at such exchange ratio as may be determined by Parent in its sole discretionParent. The Exchange Agent shall hold the certificates for shares of SpinCo Common Stock delivered in the Exchange Offer for the account of the Parent shareholders whose shares of Parent Common Stock are tendered in the Exchange Offer pending the Merger.] (c) [In the event that holders of Parent Common Stock subscribe for less than all of the shares of SpinCo Common Stock owned by Parent in the Exchange Offer, then then] subject to the terms and conditions set forth in this Agreement, and provided that this Agreement shall not have been terminated in accordance with Section 7.02, (i) each holder of record of Parent Common Stock on the Record Date [after giving effect to the Exchange Offer Offer] (“Record Holder”) shall be entitled to receive for each share of Parent Common Stock held by such Record Holder on the Record Date a number of shares of Remaining [Remaining] SpinCo Common Stock equal to the total number of shares of Remaining [Remaining] SpinCo Common Stock held by Parent on the Distribution Date, multiplied by a fraction, the numerator of which is the number of shares of Parent 6 NTD: Exchange ratio to be inserted into draft following determination by an investment banker appointed pursuant to Section 3.02(d) by Parent Common Stock held by such Record Holder on the Record Date [after giving effect to the Exchange Offer Offer] and the denominator of which is the total amount of Parent Common Stock outstanding on the Distribution Date [after giving effect to the Exchange Offer Offer] and (ii) at the Distribution Effective Time, Parent shall deliver to the Distribution Agent a global certificate representing the Remaining [Remaining] SpinCo Common Stock distributed in the [Clean-up up] Distribution for the account of the Parent shareholders that are entitled thereto. The Distribution Agent shall hold such certificate for the account of the Parent shareholders pending the Merger. (d) Parent shall, in its sole discretion, determine the Distribution Date and all terms of the Distribution, including the timing of the consummation of all or part of the Distribution, but which determination shall be made in compliance with the LLC Agreement. Parent shall, in its sole discretion, select any investment banker(s) and manager(s) in connection with the Distribution, as well as any other institutions providing services in connection with the Distribution, including the Distribution Agent[, the Exchange Agent], a financial printer, solicitation agent and financial, legal, accounting and other advisors.