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 Platinum or of any other person, firm or entity or any other property, other than cash dividends which shall be distributed to CSI Shareholders, or other distributions of any kind (including without limitation shares of Platinum Common Stock issued in connection with a subdivision or split of Platinum's Common Stock) that are paid, issued or made by Platinum in respect of the Escrow Shares that are issuable by 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 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 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 CSI Shareholders will have the right to exercise any and all rights 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 Platinum as provided herein and 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 CSI 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 Platinum or the Escrow Agent, each CSI Shareholder shall promptly execute and deliver to the Escrow Agent (or to Platinum, as to Escrow Shares that are released to 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 Platinum, due to the failure of any CSI Shareholder to promptly execute and deliver replacement Stock Powers as herein provided, the Representative, acting as attorney-in-fact for each CSI Shareholder, shall promptly execute on behalf of such CSI 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 Platinum TriZetto or of any other person, firm or entity or any other property, other than cash dividends which shall be distributed to CSI ShareholdersStockholders, or other distributions of any kind (including without limitation shares of Platinum TriZetto Common Stock issued in connection with a subdivision or split of PlatinumTriZetto's Common Stock) that are paid, issued or made by Platinum TriZetto in respect of the Escrow Shares that are issuable by Platinum 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 CSI Shareholders 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 CSI Shareholders Stockholders) 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 CSI Shareholders 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 Platinum TriZetto as provided herein and Platinum 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 CSI ShareholdersStockholders, 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 Platinum TriZetto or the Escrow Agent, each CSI Shareholder Stockholder shall promptly execute and deliver to the Escrow Agent (or to PlatinumTriZetto, as to Escrow Shares that are released to Platinum 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 PlatinumTriZetto, due to the failure of any CSI Shareholder Stockholder to promptly execute and deliver replacement Stock Powers as herein provided, the Representative, acting as attorney-in-fact for each CSI ShareholderStockholder, shall promptly execute on behalf of such CSI ShareholderStockholder, 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 Platinum TriZetto or of any other person, firm or entity or any other property, other than cash dividends which shall be distributed to CSI ShareholdersFinserv Securityholders, or other distributions of any kind (including without limitation shares of Platinum Common TriZetto Stock issued in connection with a subdivision subdivision, split or split recapitalization of Platinum's Common TriZetto Stock) that are paid, issued or made by Platinum TriZetto in respect of the Escrow Shares that are issuable by Platinum 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 CSI Shareholders 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 CSI Shareholders Finserv 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 CSI Shareholders Finserv Securityholders will have the right to exercise any and all rights 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 Platinum TriZetto as provided herein and Platinum 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 CSI ShareholdersFinserv 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 Platinum TriZetto or the Escrow Agent, each CSI Shareholder Finserv Securityholder shall promptly execute and deliver to the Escrow Agent (or to PlatinumTriZetto, as to Escrow Shares that are released to Platinum 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 PlatinumTriZetto, due to the failure of any CSI Shareholder Finserv Securityholder to promptly execute and deliver replacement Stock Powers as herein provided, the Representative, acting as attorney-in-fact for each CSI Shareholder, shall promptly execute on behalf of such CSI 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.and

DISTRIBUTIONS, CONVERSIONS, VOTING AND RIGHTS OF OWNERSHIP. So long as the Escrow is in effect, dividends payable in stock or securities of Platinum 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 CSI Shareholders, or other distributions the Escrow Indemnitors) of any kind (including without limitation shares of Platinum Elmer's Common Stock issued in connection with a subdivision or split of PlatinumElmer's Common Stock) that are paid, issued or made by Platinum Elmer's in respect of the Escrow Shares or that are issuable by Platinum 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 CSI Shareholders 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 CSI Shareholders Escrow 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 CSI Shareholders Escrow Indemnitors will have the right to exercise any and all rights 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 Platinum Elmer's as provided herein and Platinum 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 CSI ShareholdersEscrow 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 Platinum Elmer's or the Escrow Agent, each CSI Shareholder Escrow Indemnitor shall promptly execute and deliver to the Escrow Agent (or to PlatinumElmer's, as to Escrow Shares that are released to Platinum 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 PlatinumElmer's, due to the failure of any CSI Shareholder Escrow Indemnitor to promptly execute and deliver replacement Stock Powers as herein provided, the Representative, acting as attorney-in-fact for each CSI ShareholderEscrow Indemnitor, shall promptly execute on behalf of such CSI ShareholderEscrow 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 Platinum TriZetto or of any other person, firm or entity or any other property, other than cash dividends which shall be distributed to CSI ShareholdersPartners, or other distributions of any kind (including without limitation shares of Platinum TriZetto Common Stock issued in connection with a subdivision or split of PlatinumTriZetto's Common Stock) that are paid, issued or made by Platinum TriZetto in respect of the Escrow Shares that are issuable by Platinum 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 CSI Shareholders 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 CSI Shareholders 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 CSI Shareholders 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 Platinum TriZetto as provided herein and Platinum 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 CSI ShareholdersPartners, 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 Platinum TriZetto or the Escrow Agent, each CSI Shareholder Partner shall promptly execute and deliver to the Escrow Agent (or to PlatinumTriZetto, as to Escrow Shares that are released to Platinum 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 PlatinumTriZetto, due to the failure of any CSI Shareholder Partner to promptly execute and deliver replacement Stock Powers as herein provided, the Representative, acting as attorney-in-fact for each CSI ShareholderPartner, shall promptly execute on behalf of such CSI ShareholderPartner, 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 Platinum Parent or of any other person, firm or entity or any other property, other than cash dividends which shall be distributed to CSI Shareholders, or other distributions of any kind (including without limitation shares of Platinum Parent Common Stock issued in connection with a subdivision or split of Platinum's Parent Common Stock) that are paid, issued or made by Platinum Parent in respect of the Escrow Shares that are issuable by Platinum 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 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 CSI Shareholders 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 CSI Shareholders will have the right to exercise any and all rights 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 Platinum Parent as provided herein and Platinum 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 CSI 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 Platinum Parent or the Escrow Agent, each CSI Shareholder shall promptly execute and deliver to the Escrow Agent (or to PlatinumParent, as to Escrow Shares that are released to Platinum 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 PlatinumParent, due to the failure of any CSI Shareholder to promptly execute and deliver replacement Stock Powers as herein provided, the Shareholders' Representative, acting as attorney-in-fact for each CSI Shareholder, shall promptly execute on behalf of such CSI 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.