Common use of Distributions with Respect to Unexchanged Shares; Voting Clause in Contracts

Distributions with Respect to Unexchanged Shares; Voting. No dividends or other distributions with respect to Company Common Stock with a record date after the Effective Time shall be paid to the holder of any certificate that immediately prior to the Effective Time represented shares of FNF Common Stock which have been converted pursuant to Section 2.1, until the surrender for exchange of such certificate in accordance with this Article II. Following surrender for exchange of any such certificate, there shall be paid to the holder of such certificate, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to the number of whole shares of Company Common Stock into which the shares of FNF Common Stock represented by such certificate immediately prior to the Effective Time were converted pursuant to Section 2.1, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time, but prior to such surrender, and with a payment date subsequent to such surrender, payable with respect to such whole shares of Company Common Stock. Holders of unsurrendered certificates shall be entitled to vote after the Effective Time at any meeting of Company shareholders the number of whole shares of Company Common Stock represented by such certificates, regardless of whether such holders have exchanged their certificates.

Distributions with Respect to Unexchanged Shares; Voting. (i) All shares of East Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by East in respect of the East Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares issuable pursuant to this Agreement. No dividends or other distributions with in respect to Company of the East Common Stock with a record date after the Effective Time shall be paid to the any holder of any certificate that immediately prior to the Effective Time represented shares of FNF Common Stock which have been converted pursuant to Section 2.1, unsurrendered Certificate until the surrender such Certificate is surrendered for exchange of such certificate in accordance with this Article II. Following Subject to the effect of applicable Laws, following surrender for exchange of any such certificateCertificate, there shall be issued and/or paid to the holder of such certificatethe certificates representing whole shares of East Common Stock issued in exchange therefor, without interest, (iA) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid payable with respect to the number of such whole shares of Company East Common Stock into which the shares of FNF Common Stock represented by such certificate immediately prior to the Effective Time were converted pursuant to Section 2.1, and not paid and (iiB) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time, but prior to such surrender, and with a payment date subsequent to such surrender, payable with respect to such whole shares of Company East Common Stock. Stock with a record date after the Effective Time but with a payment date subsequent to surrender. (ii) Holders of unsurrendered certificates Certificates shall be entitled to vote after the Effective Time at any meeting of Company shareholders East stockholders the number of whole shares of Company East Common Stock represented by such certificatesCertificates, regardless of whether such holders have exchanged their certificatesCertificates.