Common use of DISTRIBUTIONS, CONVERSIONS, VOTING AND RIGHTS OF OWNERSHIP Clause in Contracts

DISTRIBUTIONS, CONVERSIONS, VOTING AND RIGHTS OF OWNERSHIP. So long as the Escrow is in effect, dividends payable in stock or securities of TriZetto or of any other person, firm or entity or any other property, other than cash dividends which shall be distributed to Partners, or other distributions of any kind (including without limitation shares of TriZetto Common Stock issued in connection with a subdivision or split of TriZetto's Common Stock) that are paid, issued or made by TriZetto in respect of the Escrow Shares that are issuable by TriZetto or a third party upon the conversion or other exchange of Escrow Shares in a merger, consolidation or other transaction affecting the Escrow Shares (the "Distributions"), or in respect of any such Distributions ("Secondary Distributions"), will be immediately delivered to the Escrow Agent and will be held in the Escrow on the same terms and conditions as those applied hereunder to the Escrow Shares and the Partners will promptly sign and deliver to the Escrow Agent new Stock Powers or other applicable instruments of transfer for such Distributions and/or Secondary Distributions (duly executed in blank by the Partners) to be held in the Escrow as Escrowed Property pursuant to this Agreement. As used herein, the terms "Escrowed Property" includes all Distributions and Secondary Distributions on Escrowed Property and the term "Escrow Shares" includes all Distributions and Secondary Distributions on Escrowed Property consisting of stock or other securities. The Partners will have the right to exercise any and all rights to vote (including, if necessary, directing the Escrow Agent to vote) the Escrow Shares deposited in the Escrow Account for their account so long as such Escrow Shares are held in the Escrow and have not been released to TriZetto as provided herein and TriZetto will take all steps necessary to allow the exercise of such rights. While the stock certificates representing, and Stock Powers for, Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the Partners, will (subject to the provisions of Sections 3.3 and 3.4 below) retain and be able to exercise all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions of this Agreement. If reasonably requested to do so by TriZetto or the Escrow Agent, each Partner shall promptly execute and deliver to the Escrow Agent (or to TriZetto, as to Escrow Shares that are released to TriZetto as provided herein) replacement Stock Powers for any Escrow Shares or other shares of stock or securities that are or become Escrowed Property. If requested by TriZetto, due to the failure of any Partner to promptly execute and deliver replacement Stock Powers as herein provided, the Representative, acting as attorney-in-fact for each Partner, shall promptly execute on behalf of such Partner, and deliver to the Escrow Agent, replacement Stock Powers for any Escrow Shares or other shares of stock or securities that are or become Escrowed Property.

DISTRIBUTIONS, CONVERSIONS, VOTING AND RIGHTS OF OWNERSHIP. So long as the Escrow is in effect, dividends payable in stock or securities of TriZetto or of any other person, firm or entity or any other property, distributions (other than cash dividends paid in respect of such shares which shall be distributed to Partners, or other distributions the Escrow Indemnitors) of any kind (including without limitation shares of TriZetto Elmer's Common Stock issued in connection with a subdivision or split of TriZettoElmer's Common Stock) that are paid, issued or made by TriZetto Elmer's in respect of the Escrow Shares or that are issuable by TriZetto Elmer's or a third party upon the conversion or other exchange of Escrow Shares Elmer's Common Stock in a merger, consolidation or other transaction affecting the Escrow Shares Elmer's Common Stock (the "Distributions"), or in respect of any such Distributions ("Secondary Distributions"), will be immediately delivered to the Escrow Agent and will be held in the Escrow on the same terms and conditions as those applied hereunder to the Escrow Shares and the Partners Escrow Indemnitors will promptly sign and deliver to the Escrow Agent new Stock Powers or other applicable instruments of transfer for such Distributions and/or Secondary Distributions (duly executed in blank by the PartnersEscrow Indemnitors) to be held in the Escrow as Escrowed Property pursuant to this Agreement. As used herein, the terms "Escrowed Property" includes all Distributions and Secondary Distributions on Escrowed Property and the term "Escrow Shares" includes all Distributions and Secondary Distributions on Escrowed Property consisting of stock or other securities. The Partners Escrow Indemnitors will have the right to exercise any and all rights to vote (including, if necessary, directing the Escrow Agent to vote) the Escrow Shares deposited in the Escrow Account for their account so long as such Escrow Shares are held in the Escrow and have not been released to TriZetto Elmer's as provided herein and TriZetto Elmer's will take all steps necessary to allow the exercise of such rights. While the stock certificates representing, and Stock Powers for, Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the PartnersEscrow Indemnitors, will (subject to the provisions of Sections 3.3 and 3.4 below) retain and be able to exercise all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions of this Agreement. If reasonably requested to do so by TriZetto Elmer's or the Escrow Agent, each Partner Escrow Indemnitor shall promptly execute and deliver to the Escrow Agent (or to TriZettoElmer's, as to Escrow Shares that are released to TriZetto Elmer's as provided herein) replacement Stock Powers for any Escrow Shares or other shares of stock or securities that are or become Escrowed Property. If requested by TriZettoElmer's, due to the failure of any Partner Escrow Indemnitor to promptly execute and deliver replacement Stock Powers as herein provided, the Representative, acting as attorney-in-fact for each PartnerEscrow Indemnitor, shall promptly execute on behalf of such PartnerEscrow Indemnitor, and deliver to the Escrow Agent, replacement Stock Powers for any Escrow Shares or other shares of stock or securities that are or become Escrowed Property.

DISTRIBUTIONS, CONVERSIONS, VOTING AND RIGHTS OF OWNERSHIP. So long as the Escrow is in effect, dividends payable in stock or securities of TriZetto Platinum or of any other person, firm or entity or any other property, other than cash dividends which shall be distributed to PartnersCSI Shareholders, or other distributions of any kind (including without limitation shares of TriZetto Platinum Common Stock issued in connection with a subdivision or split of TriZettoPlatinum's Common Stock) that are paid, issued or made by TriZetto Platinum in respect of the Escrow Shares that are issuable by TriZetto Platinum or a third party upon the conversion or other exchange of Escrow Shares in a merger, consolidation or other transaction affecting the Escrow Shares (the "Distributions"), or in respect of any such Distributions ("Secondary Distributions"), will be immediately delivered to the Escrow Agent and will be held in the Escrow on the same terms and conditions as those applied hereunder to the Escrow Shares and the Partners CSI Shareholders will promptly sign and deliver to the Escrow Agent new Stock Powers or other applicable instruments of transfer for such Distributions and/or Secondary Distributions (duly executed in blank by the Partners) CSI Shareholders to be held in the Escrow as Escrowed Property pursuant to this Agreement. As used herein, the terms "Escrowed Property" includes all Distributions and Secondary Distributions on Escrowed Property and the term "Escrow Shares" includes all Distributions and Secondary Distributions on Escrowed Property consisting of stock or other securities. The Partners CSI Shareholders will have the right to exercise any and all rights to vote (including, if necessary, directing the Escrow Agent to vote) the Escrow Shares deposited in the Escrow Account for their account so long as such Escrow Shares are held in the Escrow and have not been released to TriZetto Platinum as provided herein and TriZetto Platinum will take all steps necessary to allow the exercise of such rights. While the stock certificates representing, and Stock Powers for, Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the PartnersCSI Shareholders, will (subject to the provisions of Sections 3.3 and 3.4 below) retain and be able to exercise all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions of this Agreement. If reasonably requested to do so by TriZetto Platinum or the Escrow Agent, each Partner CSI Shareholder shall promptly execute and deliver to the Escrow Agent (or to TriZettoPlatinum, as to Escrow Shares that are released to TriZetto Platinum as provided herein) replacement Stock Powers for any Escrow Shares or other shares of stock or securities that are or become Escrowed Property. If requested by TriZettoPlatinum, due to the failure of any Partner CSI Shareholder to promptly execute and deliver replacement Stock Powers as herein provided, the Representative, acting as attorney-in-fact for each PartnerCSI Shareholder, shall promptly execute on behalf of such PartnerCSI Shareholder, and deliver to the Escrow Agent, replacement Stock Powers for any Escrow Shares or other shares of stock or securities that are or become Escrowed Property.

DISTRIBUTIONS, CONVERSIONS, VOTING AND RIGHTS OF OWNERSHIP. So long as the Escrow is in effect, dividends payable in stock or securities of TriZetto Parent or of any other person, firm or entity or any other property, other than cash dividends which shall be distributed to PartnersShareholders, or other distributions of any kind (including without limitation shares of TriZetto Parent Common Stock issued in connection with a subdivision or split of TriZetto's Parent Common Stock) that are paid, issued or made by TriZetto Parent in respect of the Escrow Shares that are issuable by TriZetto Parent or a third party upon the conversion or other exchange of Escrow Shares in a merger, consolidation or other transaction affecting the Escrow Shares (the "Distributions"), or in respect of any such Distributions ("Secondary Distributions"), will be immediately delivered to the Escrow Agent and will be held in the Escrow on the same terms and conditions as those applied hereunder to the Escrow Shares and the Partners Shareholders will promptly sign and deliver to the Escrow Agent new Stock Powers or other applicable instruments of transfer for such Distributions and/or Secondary Distributions (duly executed in blank by the Partners) Shareholders), to be held in the Escrow as Escrowed Property pursuant to this Agreement. As used herein, the terms "Escrowed Property" Property includes all Distributions and Secondary Distributions on Escrowed Property and the term "Escrow Shares" includes all Distributions and Secondary Distributions on Escrowed Property consisting of (whether cash, stock or other securitiesotherwise). The Partners Shareholders will have the right to exercise any and all rights to vote (including, if necessary, directing the Escrow Agent to vote) the Escrow Shares shares of Parent Common Stock deposited in the Escrow Account (the "Escrow Shares") for their account so long as such Escrow Shares are held in the Escrow and have not been released to TriZetto Parent as provided herein and TriZetto Parent will take all steps necessary to allow the exercise of such rights. While the stock certificates representing, and Stock Powers for, Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the PartnersShareholders, will (subject to the provisions of Sections 3.3 and 3.4 below) retain and be able to exercise all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions of this Agreement. If reasonably requested to do so by TriZetto Parent or the Escrow Agent, each Partner Shareholder shall promptly execute and deliver to the Escrow Agent (or to TriZettoParent, as to Escrow Shares that are released to TriZetto Parent as provided herein) replacement Stock Powers for any Escrow Shares or other shares of stock or securities that are or become Escrowed Property. If requested by TriZettoParent, due to the failure of any Partner Shareholder to promptly execute and deliver replacement Stock Powers as herein provided, the Shareholders' Representative, acting as attorney-in-fact for each PartnerShareholder, shall promptly execute on behalf of such PartnerShareholder, and deliver to the Escrow Agent, replacement Stock Powers for any Escrow Shares or other shares of stock or securities that are or become Escrowed Property.

DISTRIBUTIONS, CONVERSIONS, VOTING AND RIGHTS OF OWNERSHIP. So long as the Escrow is in effect, dividends payable in stock or securities of TriZetto or of any other person, firm or entity or any other property, other than cash dividends which shall be distributed to PartnersStockholders, or other distributions of any kind (including without limitation shares of TriZetto Common Stock issued in connection with a subdivision or split of TriZetto's Common Stock) that are paid, issued or made by TriZetto in respect of the Escrow Shares that are issuable by TriZetto or a third party upon the conversion or other exchange of Escrow Shares in a merger, consolidation or other transaction affecting the Escrow Shares (the "Distributions"), or in respect of any such Distributions ("Secondary Distributions"), will be immediately delivered to the Escrow Agent and will be held in the Escrow on the same terms and conditions as those applied hereunder to the Escrow Shares and the Partners Stockholders will promptly sign and deliver to the Escrow Agent new Stock Powers or other applicable instruments of transfer for such Distributions and/or Secondary Distributions (duly executed in blank by the PartnersStockholders) to be held in the Escrow as Escrowed Property pursuant to this Agreement. As used herein, the terms "Escrowed Property" includes all Distributions and Secondary Distributions on Escrowed Property and the term "Escrow Shares" includes all Distributions and Secondary Distributions on Escrowed Property consisting of stock or other securities. The Partners Stockholders will have the right to exercise any and all rights to vote (including, if necessary, directing the Escrow Agent to vote) the Escrow Shares deposited in the Escrow Account for their account so long as such Escrow Shares are held in the Escrow and have not been released to TriZetto as provided herein and TriZetto will take all steps necessary to allow the exercise of such rights. While the stock certificates representing, and Stock Powers for, Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the PartnersStockholders, will (subject to the provisions of Sections 3.3 and 3.4 below) retain and be able to exercise all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions of this Agreement. If reasonably requested to do so by TriZetto or the Escrow Agent, each Partner Stockholder shall promptly execute and deliver to the Escrow Agent (or to TriZetto, as to Escrow Shares that are released to TriZetto as provided herein) replacement Stock Powers for any Escrow Shares or other shares of stock or securities that are or become Escrowed Property. If requested by TriZetto, due to the failure of any Partner Stockholder to promptly execute and deliver replacement Stock Powers as herein provided, the Representative, acting as attorney-in-fact for each PartnerStockholder, shall promptly execute on behalf of such PartnerStockholder, and deliver to the Escrow Agent, replacement Stock Powers for any Escrow Shares or other shares of stock or securities that are or become Escrowed Property.

DISTRIBUTIONS, CONVERSIONS, VOTING AND RIGHTS OF OWNERSHIP. So long as the Escrow is in effect, dividends payable in stock or securities of TriZetto or of any other person, firm or entity or any other property, other than cash dividends which shall be distributed to PartnersFinserv Securityholders, or other distributions of any kind (including without limitation shares of TriZetto Common Stock issued in connection with a subdivision subdivision, split or split recapitalization of TriZetto's Common TriZetto Stock) that are paid, issued or made by TriZetto in respect of the Escrow Shares that are issuable by TriZetto or a third party upon the conversion or other exchange of Escrow Shares in a merger, consolidation consolidation, liquidation, exchange of shares or other transaction affecting the Escrow Shares or other Escrowed Property (the "Distributions"), or in respect of any such Distributions ("Secondary Distributions"), will be immediately delivered to the Escrow Agent and will be held in the Escrow on the same terms and conditions as those applied hereunder to the Escrow Shares and the Partners Finserv Securityholders will promptly sign and deliver to the Escrow Agent new Stock Powers or other applicable instruments of transfer for such Distributions and/or Secondary Distributions (duly executed in blank by the PartnersFinserv Securityholders) to be held in the Escrow as Escrowed Property pursuant to this Agreement. As used herein, the terms "Escrowed Property" includes all Distributions and Secondary Distributions on Escrowed Property and the term "Escrow Shares" includes all Distributions and Secondary Distributions on Escrowed Property consisting of stock or other securities. The Partners Finserv Securityholders will have the right to exercise any and all rights to vote (including, if necessary, directing the Escrow Agent to vote) the Escrow Shares deposited in the Escrow Account for their account so long as such Escrow Shares are held in the Escrow and have not been released to TriZetto as provided herein and TriZetto will take all steps necessary to allow the exercise of such rights. While the stock certificates representing, and Stock Powers for, Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the PartnersFinserv Securityholders, will (subject to the provisions of Sections 3.3 and 3.4 below) retain and be able to exercise all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions of this Agreement. If reasonably requested to do so by TriZetto or the Escrow Agent, each Partner Finserv Securityholder shall promptly execute and deliver to the Escrow Agent (or to TriZetto, as to Escrow Shares that are released to TriZetto as provided herein) replacement Stock Powers for any Escrow Shares or other shares of stock or securities that are or become Escrowed Property. If requested by TriZetto, due to the failure of any Partner Finserv Securityholder to promptly execute and deliver replacement Stock Powers as herein provided, the Representative, acting as attorney-in-fact for each Partner, shall promptly execute on behalf of such Partner, and deliver to the Escrow Agent, replacement Stock Powers for any Escrow Shares or other shares of stock or securities that are or become Escrowed Property.and