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 terms and conditions set forth in this Agreement, (i) on or prior to the Distribution Date, Pinnacle shall deliver to the Distribution Agent for the benefit of holders of record of Pinnacle Common Stock on the Record Date book-entry transfer authorizations for such number of the issued and outstanding shares of OpCo Common Stock necessary to effect the Distribution, (ii) the Distribution shall be effective at the Time of Distribution and (iii) Pinnacle shall instruct the Distribution Agent to distribute, on or as soon as practicable after the Time of Distribution, to each holder of record of Pinnacle Common Stock as of the Record Date, by means of a pro rata distribution, such number of shares of OpCo Common Stock as shall be determined by the Pinnacle Board of Directors (in its sole discretion) for every one (1) Pinnacle Common Stock so held. For the avoidance of doubt, all issued and outstanding shares of OpCo Common Stock held by Pinnacle shall be distributed to holders of Pinnacle Common Stock as of the Record Date pursuant to the prior sentence. Following the Distribution Date, (a) OpCo agrees to provide all book-entry transfer authorizations for shares of OpCo Common Stock that Pinnacle or the Distribution Agent shall require in order to effect the Distribution and (b) the Restrictive Declarations shall be recorded against the undeveloped lands in Xxxx Xxxxxxx, XX xxx Xxxxx Xxxxx, XX which constitute OpCo Assets, as listed on Schedule 2.3(b) hereto.
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. On or before the Distribution Date, subject to satisfaction or waiver of the conditions set forth in this Agreement, PEC shall deliver to the Distribution Agent a certificate or certificates representing all of the then outstanding shares of Patriot Common Stock held by the PEC Group, endorsed in blank, and shall instruct the Distribution Agent, except as otherwise provided in Sections 3.04 and 3.05, to distribute to each holder of record of PEC Common Stock on the Record Date one share of Patriot Common Stock for each ten shares of PEC Common Stock so held either by crediting the holder’s brokerage account or by delivering a certificate or certificates representing such shares. Patriot agrees to provide all certificates for shares of Patriot Common Stock that the Distribution Agent shall require in order to effect the Distribution.
The Distribution. WMB intends, following the consummation of the IPO, to complete the Distribution in 2012. WMB will, in its sole and absolute discretion, determine the date of the consummation of the Distribution and all terms of the Distribution, including without limitation, the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing of and conditions to the consummation of the Distribution. In addition, WMB may, at any time and from time to time until the completion of the Distribution, modify or change the terms of the Distribution, including, without limitation, by accelerating or delaying the timing of the consummation of all or part of the Distribution. WPX will cooperate with WMB in all respects to accomplish the Distribution and will, at WMB’s direction, promptly take any and all actions necessary or desirable to effect the Distribution, including, without limitation, to the extent necessary, the registration under the Securities Act and the Exchange Act of the WPX Common Stock on an appropriate registration form or forms to be designated by WMB. WMB will select any investment banker(s) and manager(s) in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for WMB, provided, however, that nothing in this Agreement will prohibit WPX from engaging (at its own expense) its own financial, legal, accounting and other advisors in connection with the Distribution.
The Distribution. (a) Horizon will cooperate with TriMas to accomplish the Distribution and will, at the direction of TriMas, use reasonable best efforts to promptly take any and all actions necessary or desirable to effect the Distribution. Each of the Parties will provide, or cause the applicable member of its Group to provide, to the Agent all documents and information required to complete the Distribution.
The Distribution. On the Distribution Date, subject to the conditions and rights of termination set forth in this Agreement, LTC shall deliver to the Agent a share certificate representing all of the then outstanding shares of Healthcare Common Stock owned by LTC and shall instruct the Agent to distribute, on or as soon as practicable following the Distribution Date, such Healthcare Common Stock to the Holders. Healthcare agrees to provide all share certificates that the Agent shall require in order to effect the Distribution.
The Distribution. (a) Subject to Section 3.3 hereof, on or prior to the Distribution Date, CCI will deliver to the Agent for the benefit of holders of record of CCI Common Stock on the Record Date, a single stock certificate, endorsed by CCI in blank, representing all of the outstanding shares of uBid Common Stock then owned by CCI, and shall cause the transfer agent for the shares of CCI Common Stock to instruct the Agent to distribute on the Distribution Date the appropriate number of such shares of uBid Common Stock to each such holder or designated transferee or transferees of such holder.
The Distribution. (a) SWBI shall, in its sole discretion, determine the Distribution Date and all terms of the Distribution, including the timing of the consummation of all or part of the Distribution. SWBI may, at any time and from time to time until the Distribution Time, modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. For the avoidance of doubt, nothing in this Agreement shall in any way limit SWBI’s right to terminate this Agreement or the Distribution as set forth in Section 6.11 or alter the consequences of any such termination from those specified in Section 6.11.
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.