Examples of WhiteWave Common Stock in a sentence
Xxxx Foods shall cause its transfer agent to instruct the Distribution Agent to distribute on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of WhiteWave Common Stock to each such holder or designated transferee(s) of such holder.
The required adjustments necessary to convert the Outstanding Awards into Replacement Awards shall be made at the direction of the Compensation Committee of the Board of Directors of Xxxx Foods in a manner intended to preserve the value of the Outstanding Awards by taking into account the relative values of the shares of Xxxx Foods Common Stock underlying the Outstanding Awards and the WhiteWave Common Stock underlying the Replacement Equity Awards.
Xxxx Foods shall, in its sole and absolute discretion, determine the date of the consummation of the Distribution, if any, and all terms of the Distribution, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution, the number of shares of WhiteWave Common Stock distributed pursuant thereto and the timing of and conditions to the consummation of the Distribution.
In lieu of receiving fractional shares, each holder of Xxxx Foods Common Stock that would otherwise be entitled to receive a fractional share of WhiteWave Common Stock pursuant to the Distribution shall receive cash for such fractional share.
Without limiting the generality of the foregoing, WhiteWave shall not, without the prior written consent of Xxxx Foods, take any action, or take any action to recommend to its stockholders any action, which would among other things, limit the legal rights of, or deny any benefit to, Xxxx Foods as a WhiteWave stockholder either (i) solely as a result of the amount of WhiteWave Common Stock owned by Xxxx Foods or (ii) in a manner not applicable to WhiteWave stockholders generally.
In the event that the Distribution consists of more than one class of WhiteWave Common Stock, each holder of Xxxx Foods Common Stock shall receive shares of WhiteWave Common Stock, calculated as provided above, except that the calculation shall be performed separately for each such class of stock.
WhiteWave shall cooperate with Xxxx Foods in all respects to accomplish the Distribution and shall, at Xxxx Foods’ direction, promptly take any and all actions necessary or desirable to effect the Distribution, including to the extent necessary, the registration under the Securities Act and the Exchange Act of the WhiteWave Common Stock on an appropriate registration form or forms to be designated by Xxxx Foods.