Contribution in Respect of Dissenters’ Rights Claims Clause Samples

Contribution in Respect of Dissenters’ Rights Claims. If any shareholder of EWS makes a dissenters’ rights claim pursuant to Sections 1701.76 and 1701.85 of the Ohio Revised Code for payment of the fair cash value of EWS shares, then SNI agrees to contribute to any Losses incurred by EWS in such proportion as is appropriate to reflect a pro rata allocation between EWS and SNI for the entirety of all such dissenters’ right claims by EWS shareholders based upon the ratio that the per share price for one EWS Class A Common Share and one SNI Class A Common Share bear to one another based on the average selling prices for the first ten days of “regular way” trading of the SNI Class A Common Shares on the NYSE after the Distribution Date.