Common use of The Distribution Clause in Contracts

The Distribution. (a) Subject to Section 3.03, the Conexant Board will establish the Record Date and the Distribution Date and authorize Conexant to pay the Distribution immediately prior to the Effective Time by delivery to the Distribution Agent, for the benefit of holders of record of Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by Conexant) as of the Record Date, of a number of shares of Washington Common Stock equal to the aggregate number of shares of Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by Conexant) issued and outstanding as of the Record Date, and Conexant will instruct the Distribution Agent to make book-entry credits on the Distribution Date or as soon thereafter as practicable in the name of each holder of record of Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by Conexant) as of the Record Date for a number of shares of Washington Common Stock equal to the number of shares of Conexant Common Stock or Conexant Series B Preferred Stock so held by such holder of record as of the Record Date. The Distribution will be deemed to be effective as of the Time of Distribution upon written authorization from Conexant to the Distribution Agent to proceed as set forth in this Section 3.01(a). (b) In addition, Conexant will instruct the Distribution Agent to make book-entry credits on the Distribution Date or as soon thereafter as practicable in the name of (i) each holder of record of Philsar Exchangeable Shares (excluding shares held by Conexant or any Conexant Subsidiary) as of the Record Date for a number of shares of Washington Common Stock equal to the number of shares of Philsar Exchangeable Shares so held by such holder of record as of the Record Date and (ii) Conexant for the Performance Plan Shares. (c) Immediately after the Time of Distribution and prior to the Effective Time, the shares of Washington Common Stock shall not be transferable and the transfer agent for the Washington Common Stock shall not transfer any shares of Washington Common Stock, except that the Distribution Agent, on behalf of the holders of Washington Common Stock, may exchange such shares for shares of Alpha Common Stock as provided by Section 3.2 of the Merger Agreement in connection with the Merger. (d) Conexant and Washington each will provide to the Distribution Agent all information (including information necessary to make appropriate book-entry credits) and share certificates, in each case, as may be required in order to (i) complete the Distribution on the basis of one share of Washington Common Stock for each share of Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by Conexant), (ii) record the holders of Philsar Exchangeable Shares (excluding shares held by Conexant or any Conexant Subsidiary) issued and outstanding as of the Record Date as holders of one share of Washington Common Stock for each Philsar Exchangeable Share and (iii) record Conexant as the holder of the Performance Plan Shares.

The Distribution. (a) Subject to Section 3.033.3, the Conexant Board will establish the Record Date and the Distribution Date and authorize Conexant to pay the Distribution immediately on or prior to the Effective Time by delivery Time, CURB will deliver to the Distribution Agent, for the benefit of holders of record of Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by Conexant) as of the Record DateHolders, of a number of shares of Washington Common Stock equal to the aggregate number of shares of Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by Conexant) issued and outstanding as of the Record Date, and Conexant will instruct the Distribution Agent to make book-entry credits transfer authorizations for such number of the outstanding CURB Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the SITC Shares, as the case may be, to instruct the Agent to (i) distribute at the Effective Time the appropriate whole number of CURB Shares to each such Record Holder or designated transferee or transferees of such Record Holder by way of direct registration in book-entry form and (ii) receive and hold for and on behalf of each Record Holder the Distribution Date or as soon thereafter as practicable amount of fractional CURB Shares to which such Record Holder would otherwise be entitled to receive in the name of each holder of record of Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by Conexant) as Distribution. CURB will not issue paper share certificates in respect of the Record Date for a number of shares of Washington Common Stock equal to the number of shares of Conexant Common Stock or Conexant Series B Preferred Stock so held by such holder of record as of the Record DateCURB Shares. The Distribution will be deemed to shall be effective as of at the Time of Distribution upon written authorization from Conexant to the Distribution Agent to proceed as set forth in this Section 3.01(a)Effective Time. (b) In additionSubject to Sections 3.3, Conexant 3.4(a) and 3.4(c), each Record Holder will instruct be entitled to receive in the Distribution Agent to make book-entry credits on the Distribution Date or as soon thereafter as practicable in the name of (i) each holder of record of Philsar Exchangeable two CURB Shares (excluding shares held by Conexant or any Conexant Subsidiary) as of the Record Date for a number of shares of Washington Common Stock equal to the number of shares of Philsar Exchangeable Shares so every one SITC Share held by such holder of record as of Record Holder on the Record Date and (ii) Conexant for the Performance Plan Date, excluding fractional CURB Shares. (c) Immediately No fractional CURB Shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional CURB Shares interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a shareholder of CURB. In lieu of any such fractional CURB Shares, each Record Holder who, but for the provisions of this Section 3.4, would be entitled to receive a fractional share interest of a CURB Share pursuant to the Distribution, as applicable, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Time of Distribution and prior to the Effective Time, SITC shall direct the shares Agent to determine the number of Washington Common Stock shall not whole and fractional CURB Shares allocable to each Record Holder, to aggregate all such fractional CURB Shares into whole CURB Shares, and to sell the whole CURB Shares obtained thereby in the open market when, how, and through which broker-dealers as determined in its sole discretion without any influence by SITC or CURB, and to cause to be transferable distributed to each such Record Holder, in lieu of any fractional CURB Share, such Record Holder’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the transfer agent costs and expenses of such sale and distribution, including brokers’ fees and commissions. None of SITC, CURB or the Agent will be required to guarantee any minimum sale price for the Washington Common Stock fractional CURB Shares sold in accordance with this Section 3.4(c). Neither SITC nor CURB will be required to pay any interest on the proceeds from the sale of fractional CURB Shares. Neither the Agent nor the broker-dealers through which the aggregated fractional CURB Shares are sold shall not transfer be Affiliates of SITC or CURB. Solely for purposes of computing fractional CURB Share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of SITC Shares held of record in the name of a nominee in any shares of Washington Common Stock, except that nominee account shall be treated as the Distribution Agent, on behalf of the holders of Washington Common Stock, may exchange Record Holder with respect to such shares for shares of Alpha Common Stock as provided by Section 3.2 of the Merger Agreement in connection with the MergerSITC Shares. (d) Conexant and Washington each will provide Any CURB Shares or cash in lieu of fractional CURB Shares with respect to CURB Shares that remain unclaimed by any Record Holder 180 days after the Distribution Agent Date shall be delivered to CURB, and CURB shall hold such CURB Shares for the account of such Record Holder, and the Parties agree that all information (including information necessary obligations to make appropriate book-entry credits) provide such CURB Shares and share certificatescash, if any, in lieu of fractional CURB Share interests shall be obligations of CURB, subject in each casecase to applicable escheat or other abandoned property Laws, and SITC shall have no Liability with respect thereto. (e) Until the CURB Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, CURB will regard the Persons entitled to receive such CURB Shares as may be required Record Holders in order accordance with the terms of the Distribution without requiring any action on the part of such Persons. CURB agrees that, subject to any transfers of such CURB Shares, from and after the Effective Time (i) complete each such holder will be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the Distribution on the basis of one share of Washington Common Stock for each share of Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares CURB Shares then held by Conexant)such Record Holder, and (ii) record each such Record Holder will be entitled, without any action on the holders part of Philsar Exchangeable such Record Holder, to receive evidence of ownership of the CURB Shares (excluding shares then held by Conexant or any Conexant Subsidiary) issued and outstanding as of the such Record Date as holders of one share of Washington Common Stock for each Philsar Exchangeable Share and (iii) record Conexant as the holder of the Performance Plan SharesHolder.

The Distribution. (a) Subject To the extent the Distribution includes a Spin-Off, subject to the terms thereof, in accordance with Section 3.033.2(c), each Record Holder (other than Fox or any other member of the Fox Group) will be entitled to receive for each share of common stock, par value $0.01 per share, of Fox (“Fox Common Stock”) held by such Record Holder as of the Record Date a number of shares of Newco Common Stock equal to the total number of shares of Newco Common Stock held by Fox on the Distribution Date, multiplied by a fraction, the Conexant Board will establish numerator of which is the number of shares of Fox Common Stock held by such Record Holder as of the Record Date and the Distribution denominator of which is the total number of shares of Fox Common Stock outstanding on the Record Date (excluding Treasury shares held by Fox and authorize Conexant to pay any shares of Fox Common Stock otherwise held by any member of the Fox Group). To the extent the Distribution immediately is effected as a Spin-Off, prior to the Effective Time Distribution Date, the Fox Board, in accordance with applicable Law, shall establish (or designate a committee of the Fox Board to establish) the Record Date for the Distribution and any appropriate procedures in connection with the Spin-Off. To the extent any of the Distribution is effected as an Exchange Offer followed by delivery a Clean-Up Spin-Off of any remaining shares of Newco Common Stock to be distributed by Fox pursuant to Section 3.2(b), the Fox Board shall set the Record Date as the time on the Distribution Date immediately following the time at which the validly tendered shares of Fox Common Stock are accepted for payment in the Exchange Offer. (b) Subject to the Distribution Agentterms and conditions thereof, for to the benefit of holders of record of Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by Conexant) as extent any of the Record DateDistribution is effected as an Exchange Offer, of each Fox shareholder may elect in the Exchange Offer to exchange a number of shares of Washington Fox Common Stock equal held by such Fox stockholder for shares of Newco Common Stock. Subject to applicable securities Laws, Fox shall determine, in its sole discretion, the terms and conditions of the Exchange Offer, including the exchange ratio (including any discount to the reference price of shares of Ainge Common Stock), the timing of the offer period and any extensions thereto, and other customary provisions, each as will be set forth in the Newco Registration Statement (as defined below) and Schedule TO (as defined below); provided, however, that except to the extent required by applicable Law, the maximum number of days that the Exchange Offer may be extended following satisfaction of the conditions to Closing set forth in Section 6 and Section 7 of the Merger Agreement (other than consummation of the transactions contemplated by this Agreement and satisfaction of those conditions to be satisfied as of the Closing Date, provided that such conditions are capable of being satisfied at such date) shall be the earlier of (i) twenty (20) Business Days and (ii) the latest date that would permit the Distribution Date to occur prior to the End Date in compliance with all applicable Laws. Before filing the Newco Registration Statement, the Schedule TO or any amendments or supplements thereto, or comparable documents under securities or state “blue sky” Laws of any jurisdiction, Fox and/or Newco (as applicable) will furnish to Ainge and its counsel copies of all such documents proposed to be filed (including all exhibits thereto), which documents will be subject to the reasonable comment of Ainge and its counsel, and, before filing any such document, Fox and/or Newco (as applicable) shall reasonably consider any changes thereto that Ainge and its counsel shall reasonably request. (c) Subject to Section 3.1, the terms and conditions of any Clean-Up Spin-Off shall be as determined by Fox in its sole discretion; provided, however, that: (i) any shares of Newco Common Stock that are not subscribed for in the Exchange Offer must be distributed to Fox’s shareholders in the Clean-Up Spin-Off and (ii) subject to any applicable Law or stock exchange requirement, the Clean-Up Spin-Off shall take place on the Distribution Date immediately following the consummation of the Exchange Offer and the Record Date for the Clean-Up Spin-Off shall be established as of such date in the same manner as provided in Section 3.2(a). (d) In the event of a Spin-Off or Clean-Up Spin-Off, no action by any Record Holder shall be necessary for such Record Holder (or such Record Holder’s designated transferee or transferees) to receive the applicable number of shares of Newco Common Stock such stockholder is entitled to in the Distribution. For stockholders of Fox who own shares of Fox Common Stock through a broker or other nominee, their shares of Newco Common Stock will be credited to their respective accounts by such broker or nominee. (e) Upon the consummation of the Distribution, Fox shall deliver to the Exchange Agent a book-entry authorization representing the shares of Newco Common Stock being transferred in the Distribution, for the account of Fox’s stockholders that are entitled thereto, and any other information reasonably requested by the Exchange Agent. The Exchange Agent shall hold book-entry shares for the account of Fox’s stockholders pending the Merger. In no event shall the aggregate number of shares of Conexant Newco Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by Conexant) issued and outstanding as of the Record Date, and Conexant will instruct distributed in the Distribution Agent to make book-entry credits on the Distribution Date or as soon thereafter as practicable in the name of each holder of record of Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by Conexant) as of the Record Date for a number of shares of Washington Common Stock equal to exceed the number of shares of Conexant Newco Common Stock or Conexant Series B Preferred Stock so held by such holder of record as of the Record Date. The Distribution will be deemed to be effective as of the Time of Distribution upon written authorization from Conexant to Fox on the Distribution Agent to proceed as set forth in this Section 3.01(a)Date. (bf) In addition, Conexant will instruct the Distribution Agent to make book-entry credits on the Distribution Date or as soon thereafter as practicable in the name of (i) The Parties shall keep each holder of record of Philsar Exchangeable Shares (excluding shares held by Conexant or any Conexant Subsidiary) as of the Record Date for a number of shares of Washington Common Stock equal other reasonably informed with respect to the number transactions contemplated by this Section 3.2 in order to coordinate the timing of shares such transactions to the extent reasonably practicable and desirable and otherwise consistent with the other provisions of Philsar Exchangeable Shares so held by such holder of record as of the Record Date and (ii) Conexant for the Performance Plan Sharesthis Section 3.2. (cg) Immediately after Neither of the Time Parties, and none of Distribution and prior their respective Affiliates, will be liable to the Effective Time, the shares any Person in respect of Washington Common Stock shall not be transferable and the transfer agent for the Washington Common Stock shall not transfer any shares of Washington Common Stock, except that the Distribution Agent, on behalf of the holders of Washington Common Stock, may exchange such shares for shares of Alpha Newco Common Stock as provided by Section 3.2 of the Merger Agreement in connection (or dividends or distributions with the Mergerrespect thereto) that are properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. (d) Conexant and Washington each will provide to the Distribution Agent all information (including information necessary to make appropriate book-entry credits) and share certificates, in each case, as may be required in order to (i) complete the Distribution on the basis of one share of Washington Common Stock for each share of Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by Conexant), (ii) record the holders of Philsar Exchangeable Shares (excluding shares held by Conexant or any Conexant Subsidiary) issued and outstanding as of the Record Date as holders of one share of Washington Common Stock for each Philsar Exchangeable Share and (iii) record Conexant as the holder of the Performance Plan Shares.

The Distribution. (a) Subject to Section 3.03, the Conexant Board will establish the Record Date and the Distribution Date and authorize Conexant to pay the Distribution immediately prior to the Effective Time by delivery to the Distribution Agent, for the benefit of holders of record of Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by Conexant) as of the Record Date, of a number of shares of Washington Common Stock equal to the aggregate number of shares of Conexant Common Stock and Conexant Series B Preferred Stock issued and outstanding as of the Record Date (excluding treasury shares held by Conexant) issued and outstanding as of the Record Date), and Conexant will instruct the Distribution Agent to make book-entry credits on the Distribution Date or as soon thereafter as practicable in the name of for each holder of record of Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by Conexant) as of the Record Date for a number of shares of Washington Common Stock equal to the number of shares of Conexant Common Stock or Conexant Series B Preferred Stock so held by such holder of record as of the Record Date. The Distribution will be deemed to be effective as of the Time of Distribution upon written authorization from Conexant to the Distribution Agent to proceed as set forth in this Section 3.01(a). (b) In addition, Conexant will instruct the Distribution Agent to make book-entry credits on the Distribution Date or as soon thereafter as practicable in the name of (i) each holder of record of Philsar Exchangeable Shares (excluding treasury shares held by Conexant or any Conexant Subsidiary) as of the Record Date for a number of shares of Washington Common Stock equal to the number of shares of Philsar Exchangeable Shares so held by such holder of record as of the Record Date and (ii) Conexant for the Performance Plan Shares. (c) Immediately after the Time of Distribution and prior Conexant). Prior to the Effective Time, the shares of Washington Common Stock shall not be transferable and the transfer agent for the Washington Common Stock shall not transfer any shares of Washington Common Stock, except that the Distribution Agent, on behalf of the holders of Washington Common Stock, may exchange such shares for shares of Alpha Common Stock as provided by Section 3.2 of the Merger Agreement in connection with the Merger. The Distribution will be deemed to be effective as of the Time of Distribution upon written authorization from Conexant to the Distribution Agent to proceed as set forth in this Section 3.01(a). (db) Conexant and Washington each will provide to the Distribution Agent all information (including information necessary to make appropriate book-entry credits) and share certificates, in each case, as may be required in order to (i) complete the Distribution on the basis of one share of Washington Common Stock for each share of Conexant Common Stock and Conexant Series B Preferred Stock issued and outstanding as of the Record Date (excluding treasury shares held by Conexant), (ii) record the holders of Philsar Exchangeable Shares (excluding shares held by Conexant or any Conexant Subsidiary) issued and outstanding as of the Record Date as holders of one share of Washington Common Stock for each Philsar Exchangeable Share and (iii) record Conexant as the holder of the Performance Plan Shares.

The Distribution. (a) Subject to Section 3.03, the Conexant Board will establish the Record Date and the Distribution Date and authorize Conexant to pay the Distribution immediately On or prior to the Effective Time by delivery Distribution Date, SFX shall deliver to the Distribution Agent, Agent for the benefit of holders of record of Conexant SFX Common Stock, Series D Preferred Stock and Conexant Series B Preferred interests in the SFX Director Deferred Stock (excluding treasury shares held by Conexant) as of Ownership Plan on the Record Date, of a (i) certificates representing, in the aggregate, the number of shares of Washington Entertainment Class A Common Stock equal to the sum of (A) the number of shares of SFX Class A Common Stock outstanding on the Record Date, (B) the aggregate number of shares of Conexant SFX Class A Common Stock credited pursuant to the SFX Director Deferred Stock Ownership Plan and Conexant Series B Preferred Stock (excluding treasury shares held by ConexantC) issued and outstanding as the product of the Record Date, and Conexant will instruct the Distribution Agent to make book-entry credits on the Distribution Date or as soon thereafter as practicable in the name of each holder of record of Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by Conexant) as of the Record Date for a number of shares of Washington Series D Preferred Stock outstanding on the Record Date multiplied by the Conversion Rate (as defined in the certificate of designations governing the Series D Preferred Stock) and (ii) certificates representing, in the aggregate, the number of shares of Entertainment Class B Common Stock equal to the number of shares of Conexant SFX Class B Common Stock or Conexant Series B Preferred Stock so held by such holder of record as of outstanding on the Record Date. SFX shall instruct the Agent to distribute as promptly as practicable following the Distribution Date to holders of the SFX Common Stock, Series D Preferred Stock and interests in the SFX Director Deferred Stock Ownership Plan on the Record Date (i) one share of Entertainment Class A Common Stock for every one share of SFX Class A Common Stock, (ii) one share of Entertainment Class A Common Stock for every one share of SFX Class A Common Stock credited pursuant to the SFX Director Deferred Stock Ownership Plan, (iii) the number of shares of Entertainment Class A Common Stock (rounded down to the next whole share for each holder) equal to the Conversion Rate (as defined in the Certificate of Designations governing the Series D Preferred Stock) for every one share of Series D Preferred Stock and (iv) one share of Entertainment Class B Common Stock for every one share of SFX Class B Common Stock. Simultaneously with the Distribution, SFX shall place that number of shares of the Entertainment Class A Common in an escrow account with an escrow agent selected by SFX and governed by an escrow agreement reasonably acceptable to SFX and Parent for delivery to the holders of the IPO Warrants, and SCMC Warrants upon exercise of such warrants that equals the number of shares of Entertainment Class A Common Stock that the holders of such warrants would have been entitled to receive if they had exercised all of their IPO Warrants, and SCMC Warrants immediately prior to the Record Date. SFX and Entertainment agree to provide to the Agent sufficient certificates in such denominations as the Agent may request in order to effect the Distribution. All of the shares of Entertainment Common Stock issued in the Distribution shall be fully paid, nonassessable and free of preemptive rights. (b) The Distribution will shall be deemed to be effective as of the Time of Distribution upon written authorization from Conexant to the Distribution Agent to proceed as set forth in this Section 3.01(a). (b) In addition, Conexant will instruct the Distribution Agent to make book-entry credits on the Distribution Date or as soon thereafter as practicable in the name of (i) each holder of record of Philsar Exchangeable Shares (excluding shares held by Conexant or any Conexant Subsidiary) as of the Record Date for a number of shares of Washington Common Stock equal to the number of shares of Philsar Exchangeable Shares so held by such holder of record as of the Record Date and (ii) Conexant for the Performance Plan SharesDate. (c) Immediately after the Time of Distribution and prior to the Effective Time, the shares of Washington Common Stock shall not be transferable and the transfer agent for the Washington Common Stock shall not transfer any shares of Washington Common Stock, except that the Distribution Agent, on behalf of the holders of Washington Common Stock, may exchange such shares for shares of Alpha Common Stock as provided by Section 3.2 of the Merger Agreement in connection with the Merger. (d) Conexant and Washington each will provide to the Distribution Agent all information (including information necessary to make appropriate book-entry credits) and share certificates, in each case, as may be required in order to (i) complete the Distribution on the basis of one share of Washington Common Stock for each share of Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by Conexant), (ii) record the holders of Philsar Exchangeable Shares (excluding shares held by Conexant or any Conexant Subsidiary) issued and outstanding as of the Record Date as holders of one share of Washington Common Stock for each Philsar Exchangeable Share and (iii) record Conexant as the holder of the Performance Plan Shares.

The Distribution. (a) Subject Upon the terms and subject to the conditions of this Agreement, following consummation of the authorization of Spinco Common Stock pursuant to Section 3.034.2(a), the Conexant Board will establish Harbor Contribution, the payment of the Special Dividend and the Additional Special Dividend (if applicable) and the effectuation of the Intercompany Debt Repayment, Harbor shall declare and effect the Distribution, in accordance with Section 4.5(c), to each holder of issued and outstanding shares of Harbor Common Stock as of the Record Date and the Distribution Date and authorize Conexant to pay the Distribution immediately prior to the Effective Time by delivery to the Distribution Agent, for the benefit of holders of record of Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by Conexant) Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group), such that each such holder will receive a pro-rata share of the aggregate shares of Spinco Common Stock held by Harbor as of the Record Date, of a number of shares of Washington Common Stock equal to Distribution Time (the aggregate number of shares of Conexant Spinco Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by Conexant) issued and outstanding Harbor as of the Record DateDistribution Time, and Conexant will instruct the Distribution Agent to make book-entry credits on the Distribution Date or as soon thereafter as practicable in the name of each holder of record of Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by Conexant) as of the Record Date for a number of shares of Washington Common Stock equal to the number of shares of Conexant Common Stock or Conexant Series B Preferred Stock so held by such holder of record as of the Record Date. The Distribution will be deemed to be effective as of the Time of Distribution upon written authorization from Conexant to the Distribution Agent to proceed as set forth in this Section 3.01(a“Harbor Share Number”). (b) In addition, Conexant will instruct the Distribution Agent Any fractional shares of Spinco Common Stock that would otherwise be issuable to make book-entry credits on the Distribution Date or as soon thereafter as practicable a Harbor Stockholder pursuant to Section 4.5(a) shall be aggregated and such Harbor Stockholder shall be issued in the name respect of (i) each holder of record of Philsar Exchangeable Shares (excluding all such fractional shares held by Conexant or any Conexant Subsidiary) as of the Record Date for a number of shares of Washington Spinco Common Stock equal to such aggregate number, rounded to the nearest whole number. Harbor, Spinco, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Spinco that would otherwise be caused by the issuance of fractional shares of Spinco Common Stock. In the event that after giving effect to this Section 4.5(b) the aggregate number of shares of Spinco Common Stock issued to the Harbor Stockholders is greater than the number of shares of Philsar Exchangeable Shares so held by Spinco Common Stock to be issued as the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such holder number of record as additional shares of the Record Date and (ii) Conexant for the Performance Plan SharesSpinco Common Stock issued pursuant to this Section 4.5(b). (c) At or prior to the Distribution Time, Harbor shall deliver to the Agent evidence of Spinco Common Stock in book-entry form being distributed in the Distribution for the account of the holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the Merger. Immediately after the Distribution Time of Distribution and prior to the Effective TimeTime of the Merger, the shares of Washington Spinco Common Stock shall not be transferable and the transfer agent for the Washington Common Stock Agent shall not transfer any shares of Washington Spinco Common Stock, except that the . The Distribution Agent, on behalf of the holders of Washington Common Stock, may exchange such shares for shares of Alpha Common Stock as provided by Section 3.2 of the Merger Agreement in connection with the Merger. (d) Conexant and Washington each will provide shall be deemed to be effective upon written authorization from Harbor to the Distribution Agent all information (including information necessary to make appropriate proceed, after the receipt of which the Agent shall then distribute by book-entry credits) and share certificates, transfer in each case, as may be required in order to (i) complete respect of the Distribution outstanding shares of Harbor Common Stock held by holders of record of Harbor Common Stock on the basis of one share of Washington Common Stock for each share of Conexant Common Stock and Conexant Series B Preferred Stock Record Date (excluding treasury shares held by Conexant), (ii) record the holders Harbor and any other shares of Philsar Exchangeable Shares (excluding shares Harbor Common Stock otherwise held by Conexant or any Conexant Subsidiary) issued and outstanding as a member of the Record Date as holders Harbor Group) all of one share the shares of Washington Spinco Common Stock for each Philsar Exchangeable Share distributed in the Distribution pursuant to Section 4.5(a) and (iii) record Conexant as the holder of the Performance Plan Shares.Section 4.5(b). ARTICLE V