Common use of The Spin-Off Clause in Contracts

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.