Common use of The Redemption Clause in Contracts

The Redemption. (a) Subject to Section 3.3, on or prior to the Redemption Date, for the benefit of and distribution to the holders of DG Common Stock that is issued and outstanding immediately prior to the Effective Time, DG will deliver stock certificates, endorsed by DG in blank, to Computershare Limited (the “Agent”), representing all of the outstanding and issued shares of SpinCo Common Stock then owned by DG or any member of the DG Group. DG shall instruct the Agent to electronically deliver, after the Effective Time and upon surrender of a Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share for cancellation by the Agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the appropriate number of such shares of SpinCo Common Stock to each such holder (or designated transferee or transferees of such holder), all in accordance with Section 3.2(c) of the Merger Agreement. (b) Subject to Sections 3.1(a), 3.3 and 3.4, each holder of DG Common Stock on the Redemption Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Redemption one (1) share of SpinCo Common Stock in partial redemption of each share of DG Common Stock held on such date. (c) SpinCo and DG, as the case may be, will provide to the Agent any and all information required to complete the Redemption.