Common use of The Spin-Off Clause in Contracts

The Spin-Off. Upon the terms and subject to the conditions of this Agreement, Housewares will declare and pay the Spin-Off of all of the shares of Hxxxxxxx Beach Common Stock held by Housewares and, immediately thereafter and following consummation of the Share Issuance, Parent will declare and pay the Spin-Off of all of the shares of Hxxxxxxx Beach Common Stock held by Parent. Until the consummation of the Spin-Off, the Agent will hold the shares of Hxxxxxxx Beach Common Stock as nominee on behalf of and for the benefit of the holders of Parent Common Stock. Upon consummation of the Spin-Off, pursuant to, and in accordance with the terms hereof, the Agent will distribute by book-entry transfer (i) in respect of each outstanding share of Parent Class A Common Stock held by holders of record of Parent Class A Common Stock on the Record Date, one-half of one share of Hxxxxxxx Beach Class A Common Stock and one-half of one share of Hxxxxxxx Beach Class B Common Stock and (ii) in respect of each outstanding share of Parent Class B Common Stock held by holders of record of Parent Class B Common Stock on the Record Date, one-half of one share of Hxxxxxxx Beach Class A Common Stock and one-half of one share of Hxxxxxxx Beach Class B Common Stock.

The Spin-Off. Upon On the terms and subject to the conditions of this Agreement, Housewares will declare and pay the Spin-Off of all of the shares of Hxxxxxxx Beach Common Stock held by Housewares and, immediately thereafter and following consummation of the Share Issuance, Parent will declare distribute and pay the Spin-Off of all of the shares of Hxxxxxxx Xxxxxxxx Beach Holding Common Stock held by ParentParent to Parent stockholders at a rate of one share of Xxxxxxxx Beach Holding Class A Common Stock and one share of Xxxxxxxx Beach Holding Class B Common Stock to each holder of Parent Common Stock then outstanding. Until the consummation of the Spin-Off, Parent will own and the Agent will hold the shares of Hxxxxxxx Xxxxxxxx Beach Holding Common Stock as nominee on behalf of and for the benefit of the holders of Parent Common StockParent. Upon consummation of the Spin-Off, pursuant to, and in accordance with the terms hereof, the Agent will distribute by book-entry transfer (i) in respect of each outstanding share of Parent Class A Common Stock held by holders of record of Parent Class A Common Stock on the Record Date, one-half of one share of Hxxxxxxx Xxxxxxxx Beach Holding Class A Common Stock and one-half of one share of Hxxxxxxx Xxxxxxxx Beach Holding Class B Common Stock and (ii) in respect of each outstanding share of Parent Class B Common Stock held by holders of record of Parent Class B Common Stock on the Record Date, one-half of one share of Hxxxxxxx Xxxxxxxx Beach Holding Class A Common Stock and one-half of one share of Hxxxxxxx Xxxxxxxx Beach Holding Class B Common Stock.

The Spin-Off. Upon the terms and subject to the conditions of this Agreement, Housewares will declare and pay the Spin-Off of all of the shares of Hxxxxxxx Xxxxxxxx Beach Common Stock held by Housewares and, immediately thereafter and following consummation of the Share Issuance, Parent will declare and pay the Spin-Off of all of the shares of Hxxxxxxx Xxxxxxxx Beach Common Stock held by Parent. Until the consummation of the Spin-Off, the Agent will hold the shares of Hxxxxxxx Xxxxxxxx Beach Common Stock as nominee on behalf of and for the benefit of the holders of Parent Common Stock. Upon consummation of the Spin-Off, pursuant to, and in accordance with the terms hereof, the Agent will distribute by book-entry transfer (i) in respect of each outstanding share of Parent Class A Common Stock held by holders of record of Parent Class A Common Stock on the Record Date, one-half of one share of Hxxxxxxx Xxxxxxxx Beach Class A Common Stock and one-half of one share of Hxxxxxxx Xxxxxxxx Beach Class B Common Stock and (ii) in respect of each outstanding share of Parent Class B Common Stock held by holders of record of Parent Class B Common Stock on the Record Date, one-half of one share of Hxxxxxxx Xxxxxxxx Beach Class A Common Stock and one-half of one share of Hxxxxxxx Xxxxxxxx Beach Class B Common Stock.. 2.8