Common use of The Distribution Clause in Contracts

The Distribution. (a) TimkenSteel will cooperate with Timken to accomplish the Distribution and will, at the direction of Timken, 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. (b) Subject to the terms and conditions set forth in this Agreement, (i) on or prior to the Distribution Date, for the benefit of and distribution to the Record Holders, Timken will deliver to the Agent all of the issued and outstanding TimkenSteel Common Shares then owned by Timken and book-entry authorizations for such shares and (ii) on the Distribution Date, Timken will instruct the Agent to (A) distribute to each Record Holder (or such Record Holder’s bank, brokerage firm or other nominee on such Record Holder’s behalf) electronically, by direct registration in book-entry form, the number of whole TimkenSteel Common Shares to which such Record Holder is entitled based on the Distribution Ratio and (B) receive and hold for and on behalf of each Record Holder, the number of fractional TimkenSteel Common Shares to which such Record Holder is entitled based on the Distribution Ratio. The Distribution will be effective at 5:00 p.m. Eastern time on the Distribution Date. On or as soon as practicable after the Distribution Date, the Agent will mail to each Record Holder an account statement indicating the number of whole TimkenSteel Common Shares that have been registered in book-entry form in such Record Holder’s name. (c) With respect to the TimkenSteel Common Shares remaining with the Agent 180 days after the Distribution Date, the Agent will deliver any such TimkenSteel Common Shares as directed by TimkenSteel, with the consent of Timken (which consent will not be unreasonably withheld, delayed or conditioned).

The Distribution. (a) TimkenSteel will KLX shall cooperate with Timken B/E to accomplish the Distribution and willshall, at the direction of TimkenB/E, use reasonable best efforts to promptly take any and all actions necessary or desirable to effect the Distribution. Each of B/E shall select any investment bank or manager in connection with the Parties Distribution, as well as any financial printer, distribution agent and financial, legal, accounting and other advisors for KLX. B/E or KLX, as the case may be, will provide, or cause the applicable member of its Group to provide, to the Agent all documents share certificates and any documentation or information required in order to complete the Distribution. (b) Subject to the terms and conditions set forth in this Agreement, (i) after completion of the transactions set forth in Schedule 2.01(a) and the Contribution and on or prior to the Distribution Date, for the benefit of and distribution to the holders of issued and outstanding B/E Shares (other than shares of restricted stock issued pursuant to B/E equity plans) as of the Distribution Record Date (“Record Holders”), Timken B/E will deliver to the Agent all of the issued and outstanding TimkenSteel shares of KLX Common Shares Stock then owned by Timken B/E and book-entry authorizations for such shares and (ii) on the Distribution Date, Timken will B/E shall instruct the Agent to (A) distribute distribute, by means of a pro rata dividend, to each Record Holder (or such Record Holder’s bank, bank or brokerage firm or other nominee on such Record Holder’s behalf) electronically, by direct registration in book-entry form, the number of whole TimkenSteel shares of KLX Common Shares Stock to which such Record Holder is entitled based on the Distribution Ratio and (a distribution ratio to be determined by B) receive and hold for and on behalf of each Record Holder, the number of fractional TimkenSteel Common Shares to which such Record Holder is entitled based on the Distribution Ratio/E in its sole discretion. The Distribution will shall be effective at 5:00 p.m. Eastern time on the Distribution DateEffective Time. On or as soon as practicable after the Distribution Date, the Agent will mail to each Record Holder an account statement indicating the number of whole TimkenSteel shares of KLX Common Shares Stock that have been registered in book-entry form in the name of such Record Holder’s name. (c) With respect to the TimkenSteel Common Shares remaining with the Agent 180 days after the Distribution Date, the Agent will deliver any such TimkenSteel Common Shares as directed by TimkenSteel, with the consent of Timken (which consent will not be unreasonably withheld, delayed or conditioned).

The Distribution. (a) TimkenSteel will New Hertz Holdings shall cooperate with Timken Old Hertz Holdings to accomplish the Distribution and willshall, at the direction of TimkenOld Hertz Holdings, use its commercially reasonable best efforts to promptly take any and all actions necessary or desirable to effect the Distribution. Each of the Parties 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. (b) Subject to the terms and conditions set forth in this Agreement, (i) on or prior to the Distribution Date, for the benefit of and distribution to the Record Holders, Timken Old Hertz Holdings will deliver to the Agent all of the issued and outstanding TimkenSteel shares of New Hertz Holdings Common Shares then Stock owned by Timken Old Hertz Holdings and book-entry authorizations for such shares and (ii) on the Distribution Date, Timken will Old Hertz Holdings shall instruct the Agent to (A) distribute to each Record Holder (or such Record Holder’s bank, brokerage firm or other nominee on such Record Holder’s behalf) electronically, by direct registration in book-entry form, the number of whole TimkenSteel shares of New Hertz Holdings Common Shares Stock to which such Record Holder is entitled based on the Distribution Ratio and (B) receive and hold for and on behalf of each Record Holder, the number of fractional TimkenSteel shares, if applicable, of New Hertz Holdings Common Shares Stock to which such Record Holder is entitled based on the Distribution Ratio. The Distribution will shall be effective at 5:00 p.m. Eastern New York City time on the Distribution Date. On or as soon as practicable after the Distribution Date, the Agent will mail to each Record Holder an account statement indicating the number of whole TimkenSteel shares of New Hertz Holdings Common Shares Stock that have been registered in book-entry form in such Record Holder’s name. (c) With respect to the TimkenSteel Common Shares remaining with the Agent 180 days after the Distribution Date, the Agent will deliver any such TimkenSteel Common Shares as directed by TimkenSteel, with the consent of Timken (which consent will not be unreasonably withheld, delayed or conditioned).

The Distribution. (a) TimkenSteel will EHP shall cooperate with Timken EPC to accomplish the Distribution and willshall, at the direction of TimkenEPC, use its reasonable best efforts to promptly take any and all actions necessary or desirable to effect the Distribution. Each of EPC shall select any investment bank or manager in connection with the Parties Distribution, as well as any financial printer, distribution agent and financial, legal, accounting and other advisors for EPC. EPC or EHP, as the case may be, will provide, or cause the its applicable member of its Group Member(s) to provide, to the Agent all documents share certificates and any information required in order to complete the Distribution. (b) Subject to the terms and conditions set forth in this Agreement, : (i) after completion of the Internal Reorganization and on or prior to the Distribution Date, for the benefit of and distribution to the holders of record of issued and outstanding shares of EPC Common Stock as of the close of business on the Record Date (“Record Holders”), Timken EPC will deliver to the Agent all of the issued and outstanding TimkenSteel shares of EHP Common Shares Stock then owned by Timken EPC and book-entry authorizations for such shares and shares; (ii) on the Distribution Date, Timken will EPC shall instruct the Agent to (A) distribute distribute, as soon as practicable following the Effective Time, to each Record Holder (or such Record Holder’s bank, bank or brokerage firm or other nominee on such Record Holder’s behalf) electronically, by direct registration in book-entry form, : (A) the number of whole TimkenSteel shares of EHP Common Shares to which such Record Holder is entitled based on the Distribution Ratio and (B) receive and hold for and on behalf of each Record Holder, the number of fractional TimkenSteel Common Shares Stock to which such Record Holder is entitled based on the Distribution Ratio. ; and (B) cash, if applicable, in lieu of fractional shares obtained in the manner provided in Section 5.02; (iii) The Distribution will shall be effective at 5:00 p.m. Eastern 12:01 a.m. New York City time on the Distribution Date. Date (the “Effective Time”). (iv) On or as soon as practicable after the Distribution Date, the Agent will mail to each Record Holder an account statement indicating the number of whole TimkenSteel shares of EHP Common Shares Stock that have been registered in book-entry form in the name of such Record Holder’s name. (v) EHP agrees to provide all book-entry transfer authorizations for shares of EHP Common Stock that EPC or the Agent shall require (after giving effect to Section 5.02) in order to effect the Distribution. (c) With respect to the TimkenSteel Each share of EHP Common Shares remaining with the Agent 180 days after Stock distributed in the Distribution Dateshall be validly issued, the Agent will deliver any such TimkenSteel Common Shares as directed by TimkenSteel, with the consent fully paid and nonassessable and free of Timken (which consent will not be unreasonably withheld, delayed or conditioned)preemptive rights.

The Distribution. (a) TimkenSteel Each of Bit Digital and White Fiber will cooperate with Timken provide to accomplish the Distribution and will, at the direction of Timken, 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. (b) Subject to the terms and conditions set forth in this Agreement, (i) on or prior to the Distribution Date, for the benefit of and distribution to the Record Holders, Timken Bit Digital will deliver to the Distribution Agent all of the issued and outstanding TimkenSteel Common Ordinary Shares of White Fiber then owned by Timken Bit Digital and book-entry authorizations for such shares and (ii) on the Distribution Date, Timken Bit Digital will instruct the Distribution Agent to (A) distribute to each Record Holder (or such Record Holder’s bank, brokerage firm or other nominee on such Record Holder’s behalf) electronically, by direct registration in book-entry form, the number of whole TimkenSteel Common Ordinary Shares of White Fiber to which such Record Holder is entitled based on the Distribution Ratio and (B) receive and hold for and on behalf of each Record Holder, the number of fractional TimkenSteel Common Ordinary Shares of White Fiber to which such Record Holder is entitled based on the Distribution Ratio. The Distribution will be effective at 5:00 p.m. Eastern time on the Distribution DateEffective Time. On or as soon as practicable after the Distribution Date, the Distribution Agent will mail to each Record Holder an account statement indicating the number of whole TimkenSteel Common Ordinary Shares of White Fiber that have been registered in book-entry form in such Record Holder’s name. (c) With respect Bit Digital and White Fiber, as the case may be, will instruct the Distribution Agent, as applicable, to deduct and withhold from the consideration otherwise required to be distributed pursuant to this Agreement such amounts as are required to be deducted and withheld from such consideration under the Code or any provision of state, local or foreign Tax Law. Any withheld amounts will be treated for all purposes of this Agreement as having been distributed to the TimkenSteel Common Persons otherwise entitled thereto. (d) Until the White Fiber Ordinary Shares remaining are duly transferred in accordance with this Section 2.04 and applicable Law, from and after the Effective Time, White Fiber will regard the Persons entitled to receive such White Fiber Ordinary Shares as record holders of White Fiber Ordinary Shares in accordance with the Agent 180 days terms of the Distribution without requiring any action on the part of such Persons. White Fiber agrees that, subject to any transfers of such shares, from and after the Distribution DateEffective Time (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Agent White Fiber Ordinary Shares then held by such holder, and (ii) each such holder will deliver be entitled, without any action on the part of such TimkenSteel Common holder, to receive evidence of ownership of the White Fiber Ordinary Shares as directed then held by TimkenSteel, with the consent of Timken (which consent will not be unreasonably withheld, delayed or conditioned)such holder.

The Distribution. (a) TimkenSteel will AAMC shall cooperate with Timken ALTISOURCE to accomplish the Distribution and willshall, at the direction of TimkenALTISOURCE, use reasonable best efforts to promptly take any and all actions necessary or desirable to effect the Distribution. Each of ALTISOURCE shall select any manager in connection with the Parties Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for ALTISOURCE. ALTISOURCE and AAMC, as the case may be, will provide, or cause the applicable member of its Group to provide, to the Agent all documents share certificates, if any, and any information required in order to complete the Distribution. (b) Subject to the terms and conditions set forth in this Agreement, (i) on or prior to the Distribution Date, ALTISOURCE shall deliver to the Agent for the benefit of and distribution to the Record Holders, Timken will deliver to the Agent Holders all of the issued and outstanding TimkenSteel shares of AAMC Common Shares Stock then owned by Timken ALTISOURCE or any other member of the ALTISOURCE Group and book-entry transfer authorizations for such shares and (ii) on the Distribution Date, Timken will ALTISOURCE shall instruct the Agent to (A) distribute distribute, with respect to Record Holders, by means of a pro rata dividend to each Record Holder (or such Record Holder’s bank, bank or brokerage firm or other nominee on such Record Holder’s behalf) electronically, by direct registration in book-entry form, the number one share of whole TimkenSteel AAMC Common Shares to which Stock for every ten (10) shares of ALTISOURCE Common Stock held by such Record Holder is entitled based on the Distribution Ratio and (B) receive and hold for and on behalf of each Record Holder, subject to Section 5.01(c) below. It is the number intent of fractional TimkenSteel Common Shares to which such Record Holder is entitled based on the foregoing that the Distribution Ratiobe effected on a pro rata, as if converted basis. The Distribution will shall be effective at 5:00 11:59 p.m. Eastern New York City time on the Distribution Date. On or as soon as practicable after immediately following the Distribution Date, the Agent will mail to each Record Holder an account statement indicating the number of whole TimkenSteel shares of AAMC Common Shares Stock that have been registered in book-entry form in such the name of each Record Holder’s nameHolder that holds physical share certificates representing its shares of ALTISOURCE Common Stock and that is the registered holder of the shares represented by those certificates (including the amount of cash in lieu of fractional shares as provided in Section 5.01(c) below). (c) With Record Holders who, after aggregating the number of shares of AAMC Common Stock (or fractions thereof) to which such Record Holder would be entitled on the Record Date, would be entitled to receive a fraction of a share of AAMC Common Stock in the Distribution, will receive cash in lieu of fractional shares. Fractional shares of AAMC Common Stock will not be distributed in the Distribution nor credited to book-entry accounts. The Agent shall, as soon as practicable after the Distribution Date (a) determine the number of whole shares and fractional shares of AAMC Common Stock allocable to each Record Holder, (b) aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions at then prevailing trading prices on behalf of holders who would otherwise be entitled to fractional share interests, and (c) distribute to each such holder, or for the benefit of each such beneficial owner, such holder’s or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per share of AAMC Common Stock after making appropriate deductions for any amount required to be withheld for United States federal income tax purposes. ALTISOURCE shall bear the cost of brokerage fees and transfer taxes incurred in connection with these sales of fractional shares, which such sales shall occur as soon after the Distribution Date as practicable and as determined by the Agent. None of ALTISOURCE, AAMC or the applicable Agent will guarantee any minimum sale price for the fractional shares of AAMC Common Stock. Neither ALTISOURCE nor AAMC will pay any interest on the proceeds from the sale of fractional shares. The Agent will have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the selected broker-dealers will be Affiliates of ALTISOURCE or AAMC. Any AAMC Common Stock or cash in lieu of fractional shares with respect to the TimkenSteel AAMC Common Shares remaining with the Agent 180 Stock that remains unclaimed by any holder of record one hundred-eighty (180) days after the Distribution Date, Date shall be delivered to AAMC. AAMC shall hold such AAMC Common Stock and/or cash for the Agent will deliver account of such holder of record and any such TimkenSteel holder of record shall look only to AAMC for such AAMC Common Shares as directed by TimkenSteelStock and/or cash, with the consent if any, in lieu of Timken (which consent will not be unreasonably withheldfractional share interests, delayed subject in each case to applicable escheat or conditioned)other abandoned property laws.

The Distribution. (a) TimkenSteel SpinCo will cooperate with Timken ConAgra to accomplish the Distribution and will, at the direction of TimkenConAgra, 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 transfer agent or the exchange agent (the “Exchange Agent”) all documents and information required to complete the Distribution. (b) Subject to the terms and conditions set forth in this Agreement, (i) on or prior to the Distribution Date, for the benefit of and distribution to the Record Holders, Timken ConAgra will deliver to the Exchange Agent all of the issued and outstanding TimkenSteel shares of SpinCo Common Shares Stock then owned by Timken ConAgra and book-entry authorizations for such shares and (ii) on the Distribution Date, Timken ConAgra will instruct the Exchange Agent to (A) distribute to each Record Holder (or such Record Holder’s bank, brokerage firm or other nominee on such Record Holder’s behalf) electronically, by direct registration in book-entry form, the number of whole TimkenSteel shares of SpinCo Common Shares Stock to which such Record Holder is entitled based on the Distribution Ratio and (B) receive and hold for and on behalf of each Record Holder, the number of fractional TimkenSteel shares of SpinCo Common Shares Stock to which such Record Holder is entitled based on the Distribution Ratio. The Distribution will be effective at 5:00 p.m. Eastern time on the Distribution DateEffective Time. On or as soon as practicable after the Distribution Date, the Exchange Agent will mail to each Record Holder an account statement indicating the number of whole TimkenSteel shares of SpinCo Common Shares Stock that have been registered in book-entry form in such Record Holder’s name. (c) With respect ConAgra and SpinCo, as the case may be, will instruct the Exchange Agent, as applicable, to deduct and withhold from the consideration otherwise required to be distributed pursuant to this Agreement such amounts as are required to be deducted and withheld from such consideration under the Code or any provision of state, local or foreign Tax Law. Any withheld amounts will be treated for all purposes of this Agreement as having been distributed to the TimkenSteel Common Shares remaining with the Agent 180 days after the Distribution Date, the Agent will deliver any such TimkenSteel Common Shares as directed by TimkenSteel, with the consent of Timken (which consent will not be unreasonably withheld, delayed or conditioned)Persons otherwise entitled thereto.