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.
Appears in 13 contracts
Samples: Separation and Distribution Agreement (Rxo, LLC), Separation and Distribution Agreement (Consensus Cloud Solutions, Inc.), Separation and Distribution Agreement (Rxo, LLC)
The Distribution. (a) Subject to Section 3.3, on or prior to the Effective Time, SpinCo will shall 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.
Appears in 8 contracts
Samples: Separation and Distribution Agreement (Vestis Corp), Separation and Distribution Agreement (Knife River Holding Co), Separation and Distribution Agreement (Vestis Corp)
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.
Appears in 8 contracts
Samples: Separation and Distribution Agreement (Gannett Co., Inc.), Separation and Distribution Agreement (Cars.com Inc.), Separation and Distribution Agreement (Ingevity Corp)
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 KAR 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.
Appears in 5 contracts
Samples: Separation and Distribution Agreement (KAR Auction Services, Inc.), Separation and Distribution Agreement (IAA, Inc.), Separation and Distribution Agreement (IAA Spinco Inc.)
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 Ventas 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.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Care Capital Properties, Inc.), Separation and Distribution Agreement (Ventas Inc), Separation and Distribution Agreement (Care Capital Properties, Inc.)
The Distribution. (a) Subject to Section 3.3, on at 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 YUM 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.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Yum China Holdings, Inc.), Separation and Distribution Agreement (Yum China Holdings, Inc.), Separation and Distribution Agreement (Yum Brands Inc)
The Distribution. (a) Subject to Section 3.3, on at or prior to the Effective Time, SpinCo will shall 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 Record Holder or designated transferee or transferees of such holder thereof by way of direct registration in book-entry form. SpinCo will shall not issue paper stock certificates in respect of the SpinCo Shares. The Distribution shall be effective at the Effective Time.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (ZimVie Inc.), Separation and Distribution Agreement (ZimVie Inc.), Separation and Distribution Agreement (Zimmer Biomet Holdings, Inc.)
The Distribution. (a) Subject to Section 3.3, on at or prior to the Effective Time, SpinCo will shall 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 Record Holder or designated transferee or transferees of such holder thereof by way of direct registration in book-entry form. SpinCo will shall not issue paper stock certificates in respect of the SpinCo Shares. The Distribution shall be effective at the Effective Time.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (International Paper Co /New/), Separation and Distribution Agreement (Sylvamo Corp), Separation and Distribution Agreement (Sylvamo Corp)
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 Rayonier 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.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Rayonier Holding Co), Separation and Distribution Agreement (Rayonier Advanced Materials Inc.)
The Distribution. (a) Subject to Section 3.3, on at 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.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Bluerock Homes Trust, Inc.), Separation and Distribution Agreement (Bluerock Homes Trust, Inc.)
The Distribution. (ac) 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 Rayonier 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.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Rayonier Inc)
