Common use of Distribution Procedures Clause in Contracts

Distribution Procedures. At the Effective Time, all issued and outstanding shares of Seattle Common Stock (other than shares canceled in accordance with Section 3.1(a)(ii)) shall be converted into the right to receive ADSs pursuant to, and in accordance with, the terms of this Agreement. Immediately thereafter, the Agent shall distribute the ADSs into which the shares of Seattle Common Stock that were distributed in the Distribution have been converted pursuant to the Merger, which ADSs shall be distributed to the Persons who received Seattle Common Stock in the Distribution. The ADSs shall be accepted into The Depository Trust Company, and each Person entitled to receive Seattle Common Stock in the Distribution shall be entitled to receive in respect of the shares of Seattle Common Stock distributed to such Person a book-entry authorization representing the number of whole ADSs that such holder has the right to receive pursuant to this Section 3.2(b) (and cash in lieu of fractional ADSs pursuant to Section 3.3 and any dividends or distributions and other amounts pursuant to Section 3.2(c)), unless a physical ADR is requested by such Person or is otherwise required by applicable Law, in which case Miami shall cause the Agent to send such physical ADR to such Person promptly in accordance with the Agent Agreement. The Agent shall not be entitled to vote or exercise any rights of ownership with respect to ADSs held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto. The shares of Miami Common Stock underlying the ADSs issued pursuant to the Merger shall be properly and validly allotted and issued in accordance with the UK’s Companies ▇▇▇ ▇▇▇▇, as amended (the “Companies Act”) and the Organizational Documents of Miami, and credited as fully paid and ranking pari passu in all respects with the shares of Miami Common Stock outstanding immediately prior to the Effective Time; provided, that notwithstanding anything to the contrary herein, the shares of Miami Common Stock underlying the ADSs issued pursuant to the Merger (and such ADSs) shall not be entitled to receive any dividend declared in respect of a period ending on or before April 30, 2017 that has a record date on or prior to the Effective Time.

Distribution Procedures. At the Effective Time, all issued and outstanding shares of Seattle Common Stock (other than shares canceled in accordance with Section 3.1(a)(ii)) The Designated Assets shall be converted into distributed as follows: (i) First, if the right amount of the Cash Distribution is less than $1,000,000, a portion of the First Payment shall be distributed ratably among the holders of the Company Common Stock. The portion of the First Payment to receive ADSs pursuant to, and in accordance with, the terms of this Agreement. Immediately thereafter, the Agent shall distribute the ADSs into which the shares of Seattle Common Stock that were distributed in the Distribution have been converted pursuant to the Merger, which ADSs shall be distributed to the Persons who received Seattle holders of Company Common Stock in the Distribution. The ADSs shall be accepted into The Depository Trust Companya number of shares with a dollar value equal to $1,000,000 minus the amount of the Cash Distribution, with the First Payment shares to be valued pursuant to Section IV.B.5 below. (ii) Second, the remaining Designated Assets shall be distributed ratably among the holders of the Company Series A Preferred Stock, the Company Series B Preferred Stock and the Company Series C Preferred Stock (collectively, "Company Preferred Stock"), until each Person entitled such holder has respectively received the full Series A Preference Amount, Series B Preference Amount and Series C Preference Amount (each as defined in Section IV.B.6 below) for all shares of Company Preferred Stock held by such holder. In the event that the value of the Designated Assets available for distribution under this Section IV.B.2.b(ii) is less than the amount that is required to receive Seattle Common satisfy in full all of the Preference Amounts (as defined in Section IV.B.6 below), the amount of the Designated Assets available for distribution under this Section IV.B.2.b(ii) shall be distributed ratably among the holders of the Company Preferred Stock in proportion to the Distribution shall Preference Amount each holder would otherwise be entitled to receive in respect of the shares of Seattle Common receive. All Stock Consideration distributed to such Person a book-entry authorization representing the number of whole ADSs that such holder has the right to receive pursuant to this Section 3.2(bIV.B.2.b(ii) (and cash in lieu of fractional ADSs shall be valued pursuant to Section 3.3 IV.B.5 below. (iii) Third, any remaining Designated Assets shall be distributed ratably among the holders of the Company Common Stock and the Company Series C Preferred Stock in proportion to the number of shares of Company Common Stock held by each holder (taking into account, for purposes of calculating the amount deemed received by holders of Company Common Stock under this Section IV.B.2.b(iii)), the portion of the Cash Distribution, if any, received at any dividends or distributions and other amounts time by the holders of the Company Common Stock as well as the amount distributed to holders of the Company Common Stock pursuant to Section 3.2(cIV.B.2.b(i). The parties intend that the Designated Assets shall be distributed under this Section IV.B.2.b(iii) so that each holder of Company Common Stock and each holder of Company Series C Preferred Stock receives an amount equal to the holder's pro rata portion (in proportion to the number of shares of Company Common Stock held or deemed held by each holder) of the sum of the Designated Assets distributed under this Section IV.B.2.b(iii) plus the portion of the Cash Distribution received at any time by the holders of Company Common Stock. For purposes of this Section IV.B.2.b(iii), unless a physical ADR is requested by such Person or is otherwise required by applicable Law, in which case Miami shall cause each holder of the Agent Company Series C Preferred Stock will be deemed to send such physical ADR to such Person promptly in accordance with hold the Agent Agreement. The Agent shall not be entitled to vote or exercise any rights number of ownership with respect to ADSs held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto. The shares of Miami Company Common Stock underlying the ADSs that would have been issued pursuant to the Merger shall be properly and validly allotted and issued in accordance with holder had the UK’s Companies ▇▇▇ ▇▇▇▇, as amended (the “Companies Act”) and the Organizational Documents holder converted all of Miami, and credited as fully paid and ranking pari passu in all respects with the shares of Miami his or her Company Series C Preferred Stock into Company Common Stock outstanding immediately prior to on the Effective Time; provided, that notwithstanding anything to the contrary herein, the shares of Miami Common Stock underlying the ADSs issued pursuant to the Merger Revaluation Date (and such ADSs) shall not be entitled to receive any dividend declared as defined in respect of a period ending on or before April 30, 2017 that has a record date on or prior to the Effective TimeSection IV.B.2.c below).

Distribution Procedures. At the Effective Time(a) [The TrusteeLiquidating Trust Board shall make distributions to Holders of Allowed Administrative Claims, all issued and outstanding shares Holders of Seattle Common Stock (other than shares canceled in accordance with Section 3.1(a)(ii)) shall be converted into the right to receive ADSs pursuant toAllowed Other Secured Claims, and in accordance withHolders of Allowed Other Priority Claims, to the terms of this Agreement. Immediately thereafter, the Agent shall distribute the ADSs into which the shares of Seattle Common Stock that extent such Claims were distributed in the Distribution have been converted not previously satisfied pursuant to the MergerPlan, which ADSs shall be distributed to the Persons who received Seattle Common Stock in the Distribution. The ADSs shall be accepted into The Depository Trust Company, and each Person entitled to receive Seattle Common Stock in the Distribution shall be entitled to receive in respect of the shares of Seattle Common Stock distributed to such Person a book-entry authorization representing the number of whole ADSs that such holder has the right to receive pursuant to this Section 3.2(b) (and cash in lieu of fractional ADSs pursuant to Section 3.3 and any dividends or distributions and other amounts pursuant to Section 3.2(c)), unless a physical ADR is requested by such Person or is otherwise required by applicable Law, in which case Miami shall cause the Agent to send such physical ADR to such Person promptly in accordance with the Agent AgreementPlan as soon as practicable after each such Claim becomes an Allowed Claim (or the date that such Claim becomes due and payable, to the extent applicable, if later). ).]3 (b) [The Agent TrusteeLiquidating Trust Board shall not make distributions to the Holders of Allowed Term Loan Secured DIP Claims, as soon as practicable and until the Allowed Term Loan Secured DIP Claims are paid in full in cash, from the General Account and all other Liquidating Trust Assets other than from (i) amounts held in the Disputed Claims Reserve; (ii) amounts required to be entitled held in the Wind-Down Reserve; and (iii) prior to vote or exercise any rights the repayment of ownership the Allowed Intermediation Secured Claims in full,, with respect to ADSs held by it from time to time hereunderJune 21 Business Interruption Insurance Proceeds constituting Disputed Priority June 21 Insurance Proceeds (as defined in the Final DIP Order);or Intermediation Priority Collateral, except amounts in excess of $25 million and; provided that it shall receive and hold all dividends or other the holders of DIP Claims may decline such distributions paid or distributed with respect thereto (and, for the account avoidance of Persons entitled thereto. doubt, so declining distributions shall not reduce the DIP Claims or prejudice the rights of the holders of DIP Claims to receive future Distribution Proceed.)]4 (c) The shares Liquidating Trust Board shall make distributions to Holders of Miami Common Stock underlying Allowed Existing Term Loan Adequate Protection Claims as soon as practicable and until the ADSs issued pursuant Existing Term Loan Adequate Protection Claims are paid in full in cash, from the General Account and all other Liquidating Trust Assets other than (i) amounts held in the Disputed Claims Reserve; (ii) amounts required to be held in the Merger shall be properly Wind-Down Reserve; and validly allotted and issued in accordance with the UK’s Companies ▇▇▇ ▇▇▇▇, as amended (the “Companies Act”iii) and the Organizational Documents of Miami, and credited as fully paid and ranking pari passu in all respects with the shares of Miami Common Stock outstanding immediately prior to the Effective Timerepayment of the Allowed Intermediation Secured Claims, Disputed Priority June 21 Insurance Proceeds, Intermediation Priority Collateral, or SOA Separate Assets and Collateral; providedprovided that the holders of Existing Term Loan Adequate Protection Claims may decline such distributions (and, that notwithstanding anything to for the contrary hereinavoidance of doubt, the shares of Miami Common Stock underlying the ADSs issued pursuant to the Merger (and such ADSs) so declining distributions shall not be entitled reduce the Existing Term Loan Adequate Protection Claims or prejudice the rights of the holders of Existing Term Loan Adequate Protection Claims to receive any dividend declared in respect of a period ending on or before April 30, 2017 that has a record date on or prior to the Effective Timefuture Distribution Proceeds.