Common use of The Spin-Off Clause in Contracts

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. (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 5 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.