Common use of The Distribution Clause in Contracts

The Distribution. In connection with the Merger, upon the terms and subject to the conditions of this Agreement and, if applicable, the Distribution Transaction Agreements, the Parties agree that the Company will effect the Distribution as of such time that is not later than the Effective Time and, in furtherance thereof, each of the Company and Parent shall cooperate with each other, and shall cause their respective Affiliates to so cooperate, such that the Distribution shall be effected as of such time that is not later than the Effective Time. The Distribution may be effected by virtue of the Merger or by way of dividend or other distribution (including as contemplated pursuant to the Trust Agreement and Grant of Trust), in each case as the Company may elect following good faith consultation with Parent, taking into consideration any adverse impact such distribution may have on Parent (including the Surviving Corporation) following the Effective Time, and to the extent such distribution is reasonably likely to have an adverse impact, the foregoing shall be subject to Parent’s consent (such consent not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, the Distribution shall be made with respect to the shares of Company Common Stock and the shares of the Company Preferred Stock and not the Company Equity Awards. Notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not be obligated to consummate the Distribution in any of the following events: (a) the allocation of Stores to SpinCo in accordance with Section 6.17 of the Company Disclosure Letter is not completed on or before October 13, 2023 (provided that Parent shall not be relieved of its obligation to consummate the Distribution if it breaches its obligation to make such allocation) or (b) Parent elects, subject to its obligations under Section 6.3, by written notice to the Company, to sell the SpinCo Business to one or more third parties in lieu of the Parties consummating the Distribution, directly or indirectly, whether structured as a sale of equity interests in SpinCo, a merger, sale of assets or otherwise, to any bona fide third party buyer that is not an Affiliate of Parent. For the avoidance of doubt, nothing in this Section 2.1 shall affect the obligations of Parent under Section 6.3(d)(i).

The Distribution. In connection with the Merger, upon (a) Subject to the terms and subject to the conditions of this Agreement and, if applicable, the Distribution Transaction Agreements, the Parties agree that the Company will effect the Distribution as of such time that is not later than the Effective Time and, in furtherance thereof, each of the Company and Parent shall cooperate with each other, and shall cause their respective Affiliates to so cooperate, such that the Distribution shall be effected as of such time that is not later than the Effective Time. The Distribution may be effected by virtue of the Merger or by way of dividend or other distribution (including as contemplated pursuant to the Trust Agreement and Grant of Trust), in each case as the Company may elect following good faith consultation with Parent, taking into consideration any adverse impact such distribution may have on Parent (including the Surviving Corporation) following conditions set out in Section 3.3), Covidien agrees that, on the Distribution Date and with effect from the Effective Time, and to it will effect the extent such distribution is reasonably likely to have an adverse impact, the foregoing shall be subject to Parent’s consent (such consent not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, the Distribution shall be made with respect to the shares of Company Common Stock and the shares of the Company Preferred Stock and not the Company Equity Awards. Notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not be obligated to consummate the Distribution in any of the following events: (a) the allocation of Stores to SpinCo in accordance with Section 6.17 of the Company Disclosure Letter is not completed on or before October 13, 2023 (provided that Parent shall not be relieved of its obligation to consummate the Distribution if it breaches its obligation to make such allocation) or Distribution. (b) Parent electsMallinckrodt agrees that the Mallinckrodt Spin Shares shall be allotted credited as fully paid up and free from any liens, subject charges and encumbrances whatsoever and shall have the rights described in Mallinckrodt’s Memorandum and Articles of Association adopted pursuant to Section 3.2(d). (c) Notwithstanding any other provision of this Agreement, Covidien shall, in its obligations under Section 6.3sole and absolute discretion, by written notice to determine the Company, to sell the SpinCo Business to one or more third parties in lieu Distribution Date and all terms of the Parties consummating the Distribution, directly including, without limitation, the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing and conditions to the consummation of the Distribution. In addition, Covidien may, at any time and from time to time until the consummation of the Distribution, modify or indirectlychange the terms of the Distribution, whether structured as a sale including, without limitation, by accelerating or delaying the timing of equity interests in SpinCo, a merger, sale the consummation of assets all or otherwise, to any bona fide third party buyer that is not an Affiliate part of Parentthe Distribution. For the avoidance of doubt, nothing in the foregoing shall in any way limit Covidien’s right to terminate this Section 2.1 Agreement or the Distribution as set forth in Article X or alter the consequences of any such termination from those specified in such Article. (d) Mallinckrodt shall affect cooperate with Covidien to accomplish the obligations Distribution and shall, at Covidien’s direction, promptly take any and all actions necessary or desirable to effect the Distribution, including, without limitation, the registration under the Exchange Act of Parent under Section 6.3(d)(i)Mallinckrodt Ordinary Shares on an appropriate registration form or forms to be designated by Covidien. Covidien shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for Covidien. Mallinckrodt and Covidien, as the case may be, will provide to the Agent any information required in order to complete the Distribution.

The Distribution. In connection with the Merger(a) Subject to Section 3.3, upon the terms and subject on or prior to the conditions of this Agreement andEffective Time, if applicable, SpinCo will deliver to the Distribution Transaction AgreementsAgent, for the Parties agree that benefit of the Company will Record Holders, book-entry transfer authorizations for such number of the outstanding SpinCo Shares as is necessary to effect the Distribution as of such time that is not later than the Effective Time and, in furtherance thereof, each of the Company and Parent shall cooperate with each otherDistribution, and shall cause their respective Affiliates the transfer agent for the Parent Shares to so cooperate, instruct the Distribution Agent to distribute at the Effective Time the appropriate number of SpinCo Shares to each such that holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. SpinCo will not issue paper stock certificates in respect of the SpinCo Shares. The Distribution shall be effected as of such time that is not later than effective at the Effective Time. The . (b) Subject to Sections 3.3 and 3.4(c), each Record Holder will be entitled to receive in the Distribution may be effected by virtue a number of the Merger or by way of dividend or other distribution (including as contemplated pursuant whole SpinCo Shares equal to the Trust Agreement and Grant number of Trust), in each case as Parent Shares held by such Record Holder on the Company may elect following good faith consultation with Parent, taking into consideration any adverse impact such distribution may have on Parent Record Date multiplied by the Distribution Ratio. (including the Surviving Corporationc) following the Effective Time, and to the extent such distribution is reasonably likely to have an adverse impact, the foregoing shall be subject to Parent’s consent (such consent not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, no fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution. (d) Any SpinCo Shares that remain unclaimed by any Record Holder one hundred eighty (180) days after the Distribution Date shall be made delivered to SpinCo, and SpinCo or its transfer agent on its behalf shall hold such SpinCo Shares for the account of such Record Holder, and the Parties agree that all obligations to provide such SpinCo Shares shall be obligations of SpinCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect to thereto. (e) Until the shares of Company Common Stock and the shares of the Company Preferred Stock and not the Company Equity Awards. Notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not be obligated to consummate the Distribution in any of the following events: (a) the allocation of Stores to SpinCo Shares are duly transferred in accordance with this Section 6.17 3.4 and applicable Law, from and after the Effective Time, SpinCo will regard the Persons entitled to receive such SpinCo Shares as record holders of SpinCo Shares in accordance with the terms of the Company Disclosure Letter is not completed Distribution without requiring any action on or before October 13, 2023 (provided that Parent shall not be relieved the part of its obligation to consummate the Distribution if it breaches its obligation to make such allocation) or (b) Parent electsPersons. SpinCo agrees that, subject to its obligations under Section 6.3any transfers of such shares, from and after the Effective 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 SpinCo Shares then held by written notice to such holder, and (ii) each such holder will be entitled, without any action on the Companypart of such holder, to sell receive evidence of ownership of the SpinCo Business to one or more third parties in lieu of the Parties consummating the Distribution, directly or indirectly, whether structured as a sale of equity interests in SpinCo, a merger, sale of assets or otherwise, to any bona fide third party buyer that is not an Affiliate of Parent. For the avoidance of doubt, nothing in this Section 2.1 shall affect the obligations of Parent under Section 6.3(d)(i)Shares then held by such holder.

The Distribution. In (a) Subject to the terms and conditions of this Agreement, the Company's Board of Directors (or any duly appointed committee thereof) shall in its reasonable discretion establish the Record Date and the Distribution Date and any appropriate procedures in connection with the Merger, upon the terms and Distribution (subject in each case to the conditions provisions of this Agreement and, if applicable, applicable Law) as soon as reasonably practicable following the date hereof or on such other dates as Parent may reasonably request; provided that (x) the Record Date may not be earlier than the twentieth day following the date on which the Offer is commenced and also may not be earlier than the tenth day following the Distribution Transaction AgreementsDeclaration Date and (y) the parties hereto shall use their reasonable efforts to cause the Record Date to be established so as to occur immediately prior to the acceptance for payment by the Purchaser of the shares of Common Stock pursuant to the Offer (provided that in no event shall the Record Date be established so as to occur as of or at any time after the acceptance for payment by the Purchaser of the shares of Common Stock pursuant to the Offer); provided further that if all conditions to the Offer have been satisfied or waived prior to the date on which all of the Distribution Conditions have been satisfied (or waived, to the Parties extent expressly permitted by the provisions of Section 10.1 hereof), then the Purchaser shall be permitted, but not required, to accept for payment at such time the shares of Common Stock pursuant to the Offer notwithstanding the fact that the Distribution Conditions have not been satisfied or waived (provided that prior to such acceptance for payment Purchaser first obtains the consent of the Company, which consent may not be unreasonably withheld) (as further described in clause (a)(iii) below). The parties hereto acknowledge and agree that the Company will effect the Distribution as payment of such time that is not later than the Effective Time and, in furtherance thereof, each of the Company and Parent shall cooperate with each other, and shall cause their respective Affiliates to so cooperate, such that the Distribution shall be effected as conditioned on (x) the satisfaction (or waiver, to the extent expressly permitted by the provisions of such time that Section 10.1 hereof) of each of the Distribution Conditions on a date which is prior to the fiftieth (50th) day following the Record Date and (y) Parent and Purchaser not having taken any action, on or after the Distribution Declaration Date, to extend or delay the expiration of the Offer to a date which is later than the Effective TimeRecord Date. The parties hereto further acknowledge and agree that: (i) if the Distribution may be effected by virtue of the Merger Conditions are satisfied (or by way of dividend or other distribution (including as contemplated pursuant to the Trust Agreement and Grant of Trust)waived, in each case as the Company may elect following good faith consultation with Parent, taking into consideration any adverse impact such distribution may have on Parent (including the Surviving Corporation) following the Effective Time, and to the extent such distribution is reasonably likely expressly permitted by the provisions of Section 10.1 hereof) prior to have an adverse impactthe fiftieth (50th) day following the Record Date, the foregoing shall be subject conditions to Parent’s consent (such consent not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, the Distribution shall be made with respect deemed to have been satisfied and, if such date is on or prior to the Offer Purchase Date, the Record Date shall be deemed to have occurred immediately prior to the time at which the Purchaser has accepted for payment the shares of Company Common Stock pursuant to the Offer and the Distribution shall occur one Business Day thereafter; (ii) if the Offer Purchase Date has not yet occurred and the Distribution Conditions are not satisfied or waived prior to the fiftieth (50th) day following the Record Date, (A) the Distribution shall not be paid, the declaration of the Distribution shall be null and void, and no holder of Company Common Stock shall have any rights whatsoever to receive any part of the Distribution, and (B) the Company's Board of Directors shall establish a new Record Date in a manner consistent with the provisions of the first sentence of this Section 3.2(a); and (iii) if the Offer Purchase Date has already occurred and the Distribution Conditions are not expected to be satisfied or waived prior to the fiftieth (50th) day following the Record Date, the parties hereto agree to use their respective best efforts to restructure the Distribution in a manner which shall permit the holders of Company Common Stock of record immediately prior to the consummation of the Offer to participate in a distribution of shares of Spinco capital stock in order to preserve for such holders the material economic benefits of the Distribution; provided that, in connection with any such restructuring of the Distribution, the parties hereto must first obtain the prior consent (which consent may not be unreasonably withheld of a majority of the remaining Continuing Directors (such term, as defined in Section 8.4 of the Merger Agreement), if any (it being understood and agreed that the consent of the remaining Continuing Directors may be reasonably withheld by such remaining Continuing Directors in the event that counsel to such remaining Continuing Directors advises such persons that, in such counsel's reasonable opinion, any such restructuring of the Distribution would adversely affect in any material respect the holders of Company Common Stock of record immediately prior to the consummation of the Offer with respect to the income tax or securities law consequences of the Distribution). (b) Subject to Section 10.1 hereof, following the declaration by the Company's Board of Directors of the Record Date but prior to the Distribution Date, the Company Preferred Stock and not the Company Equity Awards. Notwithstanding anything in this Agreement shall deliver to the contraryAgent one or more share certificates representing all of the outstanding shares of Spinco Common Stock (or other Spinco capital stock if necessary in the circumstances set forth in paragraph (a)(iii) above) to be distributed in the Distribution and shall instruct the Agent to distribute on the Distribution Date, Parent (i) one share of Spinco Common Stock (or other Spinco capital stock if necessary in the circumstances set forth in paragraph (a)(iii) above) for each share of Company Common Stock owned to holders of record of Company Common Stock on the Record Date (subject to the provisions of any restricted stock or other benefit plan of the Company) and (ii) one share of Spinco Common Stock (or other Spinco capital stock if necessary in the circumstances set forth in paragraph (a)(iii) above) for each share of Company Common Stock subject to a Cancelled Company Option to the respective holders of such Cancelled Company Options (provided that the Agent shall not distribute the shares referred to in the preceding clause (ii) until promptly after the effective time of the Merger). Spinco agrees to provide all share certificates that the Agent shall require in order to effect the Distribution. All shares of Spinco Common Stock issued in the Distribution shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. (c) Each of the parties hereto agrees that, immediately upon consummation of the Distribution, the Company shall not be obligated to consummate the Distribution in any of the following events: (a) the allocation of Stores to SpinCo in accordance with Section 6.17 of the Company Disclosure Letter is not completed on hold or before October 13, 2023 (provided that Parent shall not be relieved of its obligation to consummate the Distribution if it breaches its obligation to make such allocation) or (b) Parent elects, subject to its obligations under Section 6.3, by written notice to the Company, to sell the SpinCo Business to one or more third parties in lieu of the Parties consummating the Distribution, beneficially own directly or indirectly, whether structured as a sale indirectly any shares of equity interests in SpinCo, a merger, sale of assets or otherwise, to any bona fide third party buyer that is not an Affiliate of Parent. For the avoidance of doubt, nothing in this Section 2.1 shall affect the obligations of Parent under Section 6.3(d)(i)Spinco Common Stock.

The Distribution. In connection with the Merger, upon the terms and subject to the conditions of this Agreement and, if applicable, the Distribution Transaction Agreements, the Parties agree that the Company will effect the Distribution as of such time that is not later than the Effective Time and, in furtherance thereof, each of the Company and Parent shall cooperate with each other, and shall cause their respective Affiliates to so cooperate, such that the Distribution shall be effected as of such time that is not later than the Effective Time. The Distribution may be effected by virtue of the Merger or by way of dividend or other distribution (including as contemplated pursuant to the Trust Agreement and Grant of Trust), in each case as the Company may elect following good faith consultation with Parent, taking into consideration any adverse impact such distribution may have on Parent (including the Surviving Corporation) following the Effective Time, and to the extent such distribution is reasonably likely to have an adverse impact, the foregoing shall be subject to Parent’s consent (such consent not to OLNHO\ WR KDYH DQ DGYHUVH LPSDFW WKH IRUHJRLQ be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, the Distribution shall be made with respect to the shares of Company Common Stock and the shares of the Company Preferred Stock and not the Company Equity Awards. Notwithstanding anything in this Agreement to the contrary, Parent and the Company shall not be obligated to consummate the Distribution in any of the following events: (a) the allocation of Stores to SpinCo in accordance with Section 6.17 of the Company Disclosure Letter is not completed on or before October 13, 2023 (provided that Parent shall not be relieved of its obligation to consummate the Distribution if it breaches its obligation to make such allocation) or (b) Parent elects, subject to its obligations under Section 6.3, by written notice to the Company, to sell the SpinCo Business to one or more third parties in lieu of the Parties consummating the Distribution, directly or indirectly, whether structured as a sale of equity interests in SpinCo, a merger, sale of assets or otherwise, to any bona fide third party buyer that is not an Affiliate of Parent. For the avoidance of doubt, nothing in this Section 2.1 shall affect the obligations of Parent under Section 6.3(d)(i).