The Spin-Off. Subject to the satisfaction, or to the extent permitted by applicable Law, waiver of the conditions set forth in Article VI, the Board of Directors of Parent (the “Parent Board”) has established the Record Date and the Spin-Off Date and any procedures it determined to be necessary or appropriate in connection therewith.
The Spin-Off. Upon the terms and subject to the conditions of this Agreement, Housewares will declare and pay the Spin-Off of all of the shares of Hxxxxxxx Beach Common Stock held by Housewares and, immediately thereafter and following consummation of the Share Issuance, Parent will declare and pay the Spin-Off of all of the shares of Hxxxxxxx Beach Common Stock held by Parent. Until the consummation of the Spin-Off, the Agent will hold the shares of Hxxxxxxx Beach Common Stock as nominee on behalf of and for the benefit of the holders of Parent Common Stock. Upon consummation of the Spin-Off, pursuant to, and in accordance with the terms hereof, the Agent will distribute by book-entry transfer (i) in respect of each outstanding share of Parent Class A Common Stock held by holders of record of Parent Class A Common Stock on the Record Date, one-half of one share of Hxxxxxxx Beach Class A Common Stock and one-half of one share of Hxxxxxxx Beach Class B Common Stock and (ii) in respect of each outstanding share of Parent Class B Common Stock held by holders of record of Parent Class B Common Stock on the Record Date, one-half of one share of Hxxxxxxx Beach Class A Common Stock and one-half of one share of Hxxxxxxx Beach Class B Common Stock.
The Spin-Off. (a) Subject to Section 4.3, on or prior to the Distribution Date, Torchmark shall deliver to the Agent for the benefit of holders of record of Torchmark common stock on the Record Date, a single stock certificate endorsed by Torchmark in blank, representing all of the outstanding shares of Class A Common Stock then owned by Torchmark or any other member of the Torchmark Group and a single stock certificate endorsed by Torchmark in blank, representing all of the outstanding shares of Class B Common Stock then owned by Torchmark or any other member of the Torchmark Group, and shall cause the transfer agent for the shares of Torchmark common stock to instruct the Agent to distribute on the Distribution Date the appropriate number of such shares of Class A Common Stock and Class B Common Stock (except for fractional shares which will be sold for cash pursuant to Section 4.4 to be distributed in lieu thereof) to each such holder or designated transferee or transferees of such holder.
(b) Subject to Section 4.4, each holder of Torchmark common stock on the Record Date (or such holder's designated transferee or transferees) shall be entitled to receive, in the Spin-Off, the following:
(1) A number of shares of Class A Common Stock equal to the number of shares of Class A Common Stock owned by Torchmark and any other member of the Torchmark Group on the Record Date multiplied by a fraction, the numerator of which is the number of shares of Torchmark common stock held by such holder on the Record Date, and the denominator of which is the number of shares of Torchmark common stock outstanding on the Record Date, which number shall be rounded down to the nearest whole number of shares; and
(2) A number of shares of Class B Common Stock equal to the number of shares of Class B Common Stock owned by Torchmark or any other member of the Torchmark Group on the Record Date multiplied by a fraction, the numerator of which is the number of shares of Torchmark common stock held by such holder on the Record Date, and the denominator of which is the number of shares of Torchmark common stock outstanding on the Record Date, which number shall be rounded down to the nearest whole number of shares.
(c) Torchmark and the Company, as the case may be, will provide to the Agent all share certificates and any information required in order to complete the Spin-Off on the basis specified above.
The Spin-Off. The Spin-Off will have been completed in accordance with the terms of Spin-Off Agreements and the step plan attached as Schedule H (subject to the Parent’s election right as set forth in Section 1.1 of this Agreement) to the Separation and Distribution Agreement (as such step plan may be amended, supplemented or otherwise modified pursuant to the terms of the Separation and Distribution Agreement).
The Spin-Off. (a) On the terms and subject to the conditions of this Agreement, following consummation of the Share Issuance, the Parent Board will declare and Parent will distribute and pay all of the shares of HY Common Stock held by Parent to Parent stockholders at a rate of one share of HY Class A Common Stock and one share of HY Class B Common Stock to each holder of Parent Common Stock then outstanding. Until the consummation of the Spin-Off, Parent will own and the Agent will hold the shares of HY Common Stock as nominee on behalf of and for the benefit of Parent. Upon consummation of the Spin-Off, pursuant to, and in accordance with the terms hereof, the Agent will distribute by book-entry transfer (i) in respect of each outstanding share of Parent Class A Common Stock held by holders of record of Parent Class A Common Stock on the Record Date, one share of HY Class A Common Stock and one share of HY Class B Common Stock and (ii) in respect of each outstanding share of Parent Class B Common Stock held by holders of record of Parent Class B Common Stock on the Record Date, one share of HY Class A Common Stock and one share of HY Class B Common Stock.
(b) In addition, HY will deliver to Parent one share of HY Class A Common Stock and one share of HY Class B Common Stock for each share of Parent Common Stock (if any) reserved for issuance upon exercise of any option, conversion right or other right existing as of the Record Date.
The Spin-Off. Provided that all conditions precedent to the Spin-Off set forth in the Distribution Agreement have been satisfied, prior to the Effective Time, the Company will cause each Person that is intended to be a party to any Transaction Agreement (other than the Merger Agreement) to enter into each such Transaction Agreement, and, on the terms and subject to the conditions of the Transaction Agreements, immediately prior to the Effective Time, the Company shall effect, and cause Spinco to effect, the Spin-Off.
The Spin-Off. Upon the terms and subject to the conditions of this Agreement, following and contingent upon the Restructuring Transactions, EMC will declare and effectuate the Spin-Off with an effectiveness as of the Effective Time. through a distribution of all of the Spin-Off Shares to EMC’s stockholders as of the Record Date in accordance with Section 2.3 below.
The Spin-Off. Prior to the Effective Time but on the Closing Date, pursuant to the Spin Off Agreement entered into simultaneously herewith among Parent, Housewares Holding Company, a Delaware corporation and wholly owned subsidiary of Parent (“Huckleberry”), Hampton and Hxxxxxxx Beach/Pxxxxxx-Silex, Inc., a Delaware corporation and wholly owned subsidiary of Hampton, (the “Spin Off Agreement”), Parent will effect the Spin Off by delivering, or causing to be delivered, to Parent’s transfer agent certificates (the “Spin Off Stock Certificates”) representing the number of shares of Hampton Class A Common Stock and Hampton Class B Common Stock that is equal to one-half of one share of Hampton Class A Common Stock and one-half of one share of Hampton Class B Common Stock for each share of Parent Common Stock issued and outstanding on the Record Date. Until the Effective Time, Parent’s transfer agent will hold the shares of Hampton Common Stock represented by the Spin Off Stock Certificates as nominee on behalf of and for the benefit of the Parent Stockholders as of the Record Date. Until the Effective Time, the shares of Hampton Common Stock represented by the Spin Off Stock Certificates are not transferable and Parent’s transfer agent may not deliver any shares of Hampton Common Stock represented by the Spin Off Stock Certificates to any Parent Stockholder. At or after the Effective Time, Parent’s transfer agent will deliver the Spin Off Stock Certificates to the Parent Stockholders.
The Spin-Off. Immediately after and subject to the completion of the Fund Raising and the Contribution, Second Sight shall transfer the Orion Assets to a subsidiary and discuss its contribution in the development and the funding of this subsidiary in good faith, pursuant to the Separation and Distribution Agreement attached as Schedule 5. Notwithstanding anything to the contrary, for purposes of funding of the subsidiary, Second Sight would have a right to participate but could not block the funding and would not otherwise have any antidilution rights.
The Spin-Off. The Spin-off. Upon the terms and subject to the conditions of the Distribution Agreement, Company shall use commercially reasonable efforts to divest its interest in Spinco prior to the Effective Time through the distribution of all of the outstanding shares of capital stock of Spinco on a pro rata basis to the stockholders of Company as provided in the Distribution Agreement.
