Common use of Certain Shareholder Matters Clause in Contracts

Certain Shareholder Matters. (a) On or prior to the Distribution Date, Viamet shall deliver to SpinCo true, correct and complete copies of the stock and transfer records reflecting the Viamet Members entitled to receive SpinCo Shares in connection with the Distribution. On the Distribution Date or as soon as reasonably practicable thereafter, Viamet shall provide notice to each such holder or designated transferee(s) of such holder of the number of SpinCo Shares distributed to such holder in the Distribution. Viamet and SpinCo shall cooperate with each other in connection with all aspects of the Distribution and all other matters relating to the issuance of the SpinCo Shares to be distributed to the Viamet Members in connection with the Distribution. (b) Effective immediately upon the Distribution, each Person that acquires a SpinCo Share in the Distribution shall be admitted as a member under the SpinCo A&R LLC Agreement and shall be treated as a “Member” for all purposes thereunder. (c) From and after the Distribution, SpinCo shall regard each Person that acquires a SpinCo Share in the Distribution as the record holder of such SpinCo Shares without requiring any action on the part of such Person, until such time as such Person shall have duly transferred the SpinCo Shares received in the Distribution in accordance with applicable Law or any other applicable restrictions, including restrictions under the SpinCo A&R LLC Agreement. SpinCo agrees that, until any transfer of such SpinCo Shares is validly effected, each such holder shall be entitled to all rights and be subject to all obligations as a “Member” under the SpinCo A&R LLC Agreement, including the right to receive all distributions payable on, and exercise voting rights (if any) and all other rights and privileges with respect to, the SpinCo Shares then held by such holder in accordance with the SpinCo A&R LLC Agreement. (d) Viamet shall be entitled to and shall deduct and withhold Taxes from the distribution of SpinCo Shares to Viamet Members pursuant to this Agreement as required by Law. Any amount that is so deducted and withheld shall be paid over to the applicable Governmental Authority, and any such amount so deducted, withheld and paid shall be deemed for purposes of this Agreement to have been distributed to the Person in respect of which such amount was so deducted and withheld. (e) On or as soon as practicable after the Distribution Date, Viamet will mail to each Viamet Member a certificate representing the SpinCo Shares distributed to such holder.