The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, SpinCo will deliver to the Distribution Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding SpinCo Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Parent Shares to instruct the Distribution Agent to distribute at the Effective Time the appropriate number of SpinCo Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. SpinCo will not issue paper stock certificates in respect of the SpinCo Shares. The Distribution shall be effective at the Effective Time.
The Distribution. Subject to the satisfaction or waiver of the conditions set forth in Section 3.3, the actions set forth in this Section 3.2 shall be taken on the Distribution Date.
The Distribution. 20 3.01. The Distribution.....................................................................20 3.02. Actions Prior to the Distribution....................................................20 3.03.
The Distribution. Subject to the terms and conditions contained herein:
The Distribution. Section 3.1
The Distribution. 32 Section 3.1. Cooperation Prior to the Distribution....................... 32 Section 3.2. The Distribution............................................ 35 Section 3.3.
The Distribution. 9 Section 4.1. The Distribution............................................. 9 Section 4.2. Actions Prior to the Distribution............................ 9 Section 4.3. Sole Discretion of Millipore................................. 10 Section 4.4. Conditions Precedent to Distribution......................... 10 Section 4.5. Fractional Shares............................................ 11
The Distribution. (a) SpinCo shall cooperate with Honeywell to accomplish the Distribution and shall, at the direction of Honeywell, use its reasonable best efforts to promptly take any and all actions necessary or desirable to effect the Distribution. Honeywell shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, distribution agent and financial, legal, accounting and other advisors for Honeywell. Honeywell or SpinCo, as the case may be, will provide, or cause the applicable member of its Group to provide, to the Agent all share certificates and any information required in order to complete the Distribution.
The Distribution. Following the Contribution and prior to the Effective Time, subject to the conditions set forth in the Distribution Agreement, (i) the capital stock of Packco will be distributed to Grace, (ii) the capital stock of Grace-Conn. will be contributed to New Grace and (iii) all of the issued and outstanding shares of the common stock of New Grace (together with the New Grace Rights, "New Grace Common Stock") will be distributed (the "Distribution") to the holders as of the Record Date of the common stock of Grace, par value $.01 per share ("Grace Common Stock"), other than shares held in the treasury of Grace, on a pro rata basis.
The Distribution. (a) Subject to the terms and conditions set forth in this Agreement:
