Common use of Actions in Connection with the Distribution Clause in Contracts

Actions in Connection with the Distribution. (a) Prior to the Distribution Date, ▇▇▇▇▇▇▇ Electronics shall file such amendments and supplements to its Form 10 as ▇▇▇▇▇▇▇ International may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to its Form 10 as may be required by the Commission or federal, state or foreign securities Laws. ▇▇▇▇▇▇▇ Electronics shall mail (or deliver by electronic means where not prohibited by Law) to the Share Owners, at such time on or prior to the Distribution Date as ▇▇▇▇▇▇▇ International shall determine, the Information Statement included in its Form 10 (or a notice of internet availability of the Information Statement), as well as any other information concerning ▇▇▇▇▇▇▇ Electronics, its business, operations and management, the transaction contemplated herein and such other matters as ▇▇▇▇▇▇▇ International shall reasonably determine are necessary and as may be required by Law. Promptly after receiving a request from ▇▇▇▇▇▇▇ International, ▇▇▇▇▇▇▇ Electronics shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that ▇▇▇▇▇▇▇ International reasonably determines is necessary or desirable to effectuate the Distribution, and ▇▇▇▇▇▇▇ International and ▇▇▇▇▇▇▇ Electronics shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) ▇▇▇▇▇▇▇ Electronics shall use commercially reasonable efforts in preparing, filing with the Commission and causing to become effective, as soon as reasonably practicable, an effective registration statement or amendments thereof which are required in connection with the establishment of, or amendments to, any employee benefit plans of ▇▇▇▇▇▇▇ Electronics. (c) To the extent not already approved and effective, ▇▇▇▇▇▇▇ Electronics shall use commercially reasonable efforts to have approved and made effective, the application for the original listing on the NASDAQ of the ▇▇▇▇▇▇▇ Electronics Common Shares to be distributed in the Distribution, subject to official notice of distribution. (d) Nothing in this Section 4.2 shall be deemed to shift or otherwise impose Liability for any portion of ▇▇▇▇▇▇▇ Electronics’ Form 10 or Information Statement to ▇▇▇▇▇▇▇ International. (e) ▇▇▇▇▇▇▇ International Share Owners holding a number of shares of ▇▇▇▇▇▇▇ International Common Shares, on the Record Date, which would entitle such Share Owners to receive less than one whole share of ▇▇▇▇▇▇▇ Electronics Common Shares, will receive cash in lieu of fractional shares. Fractional shares of ▇▇▇▇▇▇▇ Electronics Common Shares will neither be distributed on the Distribution Date nor credited to book-entry accounts. The Distribution Agent shall, as soon as practicable after the Record Date (a) determine the number of whole shares and fractional shares of ▇▇▇▇▇▇▇ Electronics Common Shares allocable to each holder of record or beneficial owner of ▇▇▇▇▇▇▇ International Common Shares as of the close of business on the Record Date, (b) aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions, in each case, 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 or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per share of ▇▇▇▇▇▇▇ Electronics Common Shares after making appropriate deductions for any amount required to be withheld for Tax purposes and any brokerage fees incurred in connection with these sales of fractional shares. None of ▇▇▇▇▇▇▇ International, ▇▇▇▇▇▇▇ Electronics or the Distribution Agent will guarantee any minimum sale price for the fractional shares of ▇▇▇▇▇▇▇ Electronics Common Shares. Neither ▇▇▇▇▇▇▇ International nor ▇▇▇▇▇▇▇ Electronics will pay any interest on the proceeds from the sale of fractional shares. The Distribution Agent acting on behalf of the applicable Party 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 Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold will be Affiliates of ▇▇▇▇▇▇▇ International or ▇▇▇▇▇▇▇ Electronics.

Actions in Connection with the Distribution. (a) Prior to the Distribution Date, ▇▇▇▇▇▇▇ Electronics Fortive shall file such amendments and supplements to its Form 10 as ▇▇▇▇▇▇▇ International may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to its Form 10 as may be required by the Commission or federal, state or foreign securities Laws. ▇▇▇▇▇▇▇ Electronics shall shall, or at ▇▇▇▇▇▇▇’▇ election, Fortive shall, mail (or deliver by electronic means where not prohibited by Law) to the Share Ownersholders of ▇▇▇▇▇▇▇ Common Stock, at such time on or prior to the Distribution Date as ▇▇▇▇▇▇▇ International shall determine, the Information Statement included in its Form 10 (or a notice Notice of internet availability Internet Availability of the Information Statement), as well as any other information concerning ▇▇▇▇▇▇▇ ElectronicsFortive, its business, operations and management, the transaction contemplated herein and such other matters as ▇▇▇▇▇▇▇ International shall reasonably determine are necessary and as may be required by Law. Promptly after receiving a request from ▇▇▇▇▇▇▇ International▇, ▇▇▇▇▇▇▇ Electronics Fortive shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that ▇▇▇▇▇▇▇ International reasonably determines is necessary or desirable to effectuate the Distribution, and ▇▇▇▇▇▇▇ International and ▇▇▇▇▇▇▇ Electronics Fortive shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable. (b) ▇▇▇▇▇▇▇ Electronics Fortive shall use commercially reasonable efforts in preparing, filing with the Commission and causing to become effective, as soon as reasonably practicablepracticable (but in any case prior to the Effective Time), an effective registration statement or amendments thereof which are required in connection with the establishment of, or amendments to, any employee benefit plans of ▇▇▇▇▇▇▇ ElectronicsFortive. (c) To the extent not already approved and effective, ▇▇▇▇▇▇▇ Electronics Fortive shall use commercially reasonable efforts to have approved and made effective, the application for the original listing on the NASDAQ NYSE of the ▇▇▇▇▇▇▇ Electronics Fortive Common Shares Stock to be distributed in the Distribution, subject to official notice of distribution. (d) To the extent not already completed, Fortive shall use its commercially reasonable efforts to take all actions to effectuate the transactions contemplated by the Fortive Financing Arrangements, pursuant to the terms and conditions of the agreements governing the foregoing. (e) Nothing in this Section 4.2 4.3 shall be deemed to shift or otherwise impose Liability for any portion of ▇▇▇▇▇▇▇ Electronics’ Fortive’s Form 10 or Information Statement to ▇▇▇▇▇▇▇ International▇. (e) ▇▇▇▇▇▇▇ International Share Owners holding a number of shares of ▇▇▇▇▇▇▇ International Common Shares, on the Record Date, which would entitle such Share Owners to receive less than one whole share of ▇▇▇▇▇▇▇ Electronics Common Shares, will receive cash in lieu of fractional shares. Fractional shares of ▇▇▇▇▇▇▇ Electronics Common Shares will neither be distributed on the Distribution Date nor credited to book-entry accounts. The Distribution Agent shall, as soon as practicable after the Record Date (a) determine the number of whole shares and fractional shares of ▇▇▇▇▇▇▇ Electronics Common Shares allocable to each holder of record or beneficial owner of ▇▇▇▇▇▇▇ International Common Shares as of the close of business on the Record Date, (b) aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions, in each case, 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 or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per share of ▇▇▇▇▇▇▇ Electronics Common Shares after making appropriate deductions for any amount required to be withheld for Tax purposes and any brokerage fees incurred in connection with these sales of fractional shares. None of ▇▇▇▇▇▇▇ International, ▇▇▇▇▇▇▇ Electronics or the Distribution Agent will guarantee any minimum sale price for the fractional shares of ▇▇▇▇▇▇▇ Electronics Common Shares. Neither ▇▇▇▇▇▇▇ International nor ▇▇▇▇▇▇▇ Electronics will pay any interest on the proceeds from the sale of fractional shares. The Distribution Agent acting on behalf of the applicable Party 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 Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold will be Affiliates of ▇▇▇▇▇▇▇ International or ▇▇▇▇▇▇▇ Electronics.