Common use of Distribution Agent Clause in Contracts

Distribution Agent. On or prior to the effective date of the Spin-Off, ATS shall deliver to a distribution agent to be appointed by ATS (the “Distribution Agent”) for the benefit of holders of record of ATS Common Shares on the Record Date, documentation reasonably required by the Photowatt Transfer Agent, representing all of the outstanding Photowatt Common Shares then owned by ATS to be distributed pursuant to the Spin-Off and ATS shall instruct the Distribution Agent to deliver to the Photowatt Transfer Agent true, correct and complete copies of the share and transfer records reflecting the record holders of ATS Common Shares entitled to receive Photowatt Common Shares in connection with the Spin-Off. ATS shall cause its transfer agent to instruct the Distribution Agent to distribute on the effective date of the Spin-Off or as soon as reasonably practicable thereafter, directly or indirectly, by way of a single step or a series of one or more intermediate steps, the appropriate number of Photowatt Common Shares to each such record holder or designated transferee(s) of such record holder. ATS shall (and shall instruct the Distribution Agent to) cooperate with Photowatt and the Photowatt Transfer Agent, and Photowatt shall (and shall instruct the Photowatt Transfer Agent to) cooperate with ATS and the Distribution Agent, in connection with all aspects of the Spin-Off and all other matters relating to the issuance and delivery or certificates representing, or other evidence of ownership of, the Photowatt Common Shares to be distributed to the holders of ATS Common Shares in connection with the Spin-Off.