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

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), until the surrender of such Certificate in accordance with this Article II. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the holder of the Certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereof, represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), ) until the holder of record of such Certificate shall surrender of such Certificate in accordance with this Article IISection. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions distributions, if any, with a record date on or after the Effective Time which theretofore became payable, but which were not paid by reason of the immediately preceding sentence, with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Parent Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereof, Shares represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), 2.2(d) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of unclaimed property, escheat and other applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Common Stock Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, Shares 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common StockShares.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Acquiror Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Acquiror Common Stock issuable upon surrender thereof, represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), 2.6 below until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Acquiror Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Acquiror Common Stock to which such holder is entitled pursuant to Section 2.02(e) 2.6 below and the amount of any dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Parent Acquiror Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Acquiror Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Parent Shares with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), Shares represented thereby until the holder of record of such Certificate shall surrender of such Certificate in accordance with this Article IISection. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate Certificates representing whole shares of Parent Common Stock Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions distributions, if any, with a record date on or after the Effective Time which theretofore became payable, but which were not paid by reason of the immediately preceding sentence, with respect to such whole shares of Parent Common StockShares, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common StockShares.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date hereof with respect to Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to of the holder of any Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereof, First Merger and no cash payment in lieu of fractional shares shall pursuant to Section 1.6(e) will be paid to the holders of any such holder pursuant unsurrendered Certificates or Book Entry Shares with respect to Section 2.02(e), the shares of Company Common Stock formerly represented thereby until the surrender holders of record of such Certificate Certificates shall surrender such Certificates or Book Entry Shares in accordance with this Article IISection 1.7. Subject to applicable lawLegal Requirements, following surrender of any such CertificateCertificates or Book Entry Shares, there the Exchange Agent shall be paid deliver to the holder record holders thereof, without interest (i) promptly after such surrender, the number of the Certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable therefor along with payment in lieu of a fractional share of Parent Common Stock to which such holder is entitled shares pursuant to Section 2.02(e1.6(e) and the amount of any such dividends or other distributions with a record date after the Effective Time of the First Merger and theretofore paid with respect to such whole shares of Parent Common Stock, Stock 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 of the First Merger and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent TopCo Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock or Book-Entry Share with respect to the right to receive any shares of Parent TopCo Common Stock issuable upon surrender thereofrepresented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e3.2(e), in each case until the surrender of such Certificate or Book-Entry Share in accordance with this Article IIIII. Subject to applicable lawthe effect of Applicable Laws, following surrender of any such CertificateCertificate or Book-Entry Share, there shall be paid to the holder of the Certificate representing whole shares of Parent TopCo Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent TopCo Common Stock to which such holder is entitled pursuant to Section 2.02(e3.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent TopCo Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent TopCo Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereof, to which such holder is entitled hereunder and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), Sections 1.7 and 1.10 until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid given to the record holder of the Certificate certificates representing whole shares of Parent Common Stock issued in exchange thereforto which such holder is entitled hereunder, without interest, (i) at the time of such surrender, a certificate representing the number of whole shares of Parent Common Stock and the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) Sections 1.7 and 1.10 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common StockStock with a record date after the Effective Time and a payment date prior to their date of issuance to such holder, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereof, represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), subsection (e) below until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(esubsection (e) below and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common StockStock with a payment date on or prior to such time of surrender, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time of the Merger with respect to the Parent Shares with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereof, Shares represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), 2.1(d) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate Certificates representing whole shares of the Parent Common Stock Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock Share to which such holder is entitled pursuant to Section 2.02(e2.1(d) and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of Parent Common StockShares, as the case may be, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common StockShares.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereof, the holder thereof is entitled to receive in respect thereof and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), subsection (e) below until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(esubsection (e) below and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Parent Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereofrepresented thereby, and no cash payment in lieu of any fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.02(e2.3(e), in each case until the surrender of such Certificate in accordance with this Article II2. Subject to the effect of applicable lawabandoned property, escheat or similar laws, following surrender of any such Certificate, there shall be paid to the holder of the Certificate certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) 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 Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any Certificate formerly representing Company Common Stock unsurrendered Shares with respect to the right to receive shares of Parent Common Stock issuable that such holder would be entitled to receive upon surrender thereof, of such Shares and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.02(e), 2.05 until the such holder shall surrender of such Certificate Shares in accordance with this Article IISection 2.02. Subject to the effect of applicable lawlaws, following surrender of any such CertificateShares, there shall be paid to the such holder of the Certificate representing whole shares of Parent Common Stock issued issuable in exchange therefor, without interest, (ia) at promptly after the time of such surrender, the amount of any cash payable in lieu of a fractional share shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) 2.05 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or paid with respect to Parent Summit Common Stock declared or made after the Effective Time with a record date after the Effective Time Closing Date shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Summit Common Stock issuable upon surrender thereofrepresented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e)of any unsurrendered Certificate, until the surrender holder of such Certificate in accordance shall have complied with this Article IIthe exchange procedures set forth herein. Subject to applicable lawthe effect of Applicable Legal Requirements, following the surrender of any such Certificate, there shall be paid to the holder of the Certificate representing whole shares of Parent Summit Common Stock issued in exchange therefor, without interest, (ia) at the time of such surrender, surrender the amount of any cash payable in lieu of with respect to a fractional share of Parent Summit Common Stock to which such holder is entitled pursuant to Section 2.02(e) this Agreement, if applicable, and the amount of dividends or other distributions with a record date after the Effective Time theretofore Closing Date theretofor paid (but withheld pursuant to the immediately preceding sentence) with respect to such whole shares of Parent Summit Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Summit Common Stock.

Distributions with Respect to Unexchanged Shares. No All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time. Notwithstanding any other provisions of this Agreement, no dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to shares of Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any Certificate formerly representing shares of Company Common Stock with respect to until the right to receive shares holder of Parent Common Stock issuable upon surrender thereof, and no cash payment in lieu of fractional such shares shall be paid to any surrender such holder pursuant to Section 2.02(e), until the surrender of such Certificate shares in accordance with this Article IIIV. Subject to applicable lawApplicable Law, following surrender of any such Certificateshares, there shall be paid to the record holder of the Certificate representing whole shares of Parent Common Stock issued in exchange thereforthereof, without interest, (i) at the time of promptly after such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with respect to the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to Section 4.1, with a record date after the Effective Time theretofore paid but prior to surrender and with respect a payment date on or prior to the date of such whole shares surrender and not previously paid, less the amount of Parent Common Stockany withholding Taxes, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common StockStock that such holder receives with a record date after the Effective Time but on or prior to the date of such surrender and with a payment date subsequent to such surrender, less the amount of any withholding Taxes.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Fountain Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any Certificate formerly representing Company unexchanged shares of Patriot Common Stock with respect to the right to receive shares of Parent Fountain Common Stock issuable upon surrender exchange thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e)1.12, until until, in each case, the surrender exchange of such Certificate shares of Patriot Common Stock in accordance with this Article II. I. Subject to applicable lawLaw, following surrender the exchange of any such Certificateshares of Patriot Common Stock, there shall be paid to the record holder of the Certificate representing whole shares of Parent Fountain Common Stock issued in exchange therefor, without interest, (ia) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Fountain Common Stock to which such holder is entitled pursuant to Section 2.02(e) 1.12 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Fountain Common Stock, Stock and (iib) at the appropriate payment datedate therefor, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender exchange payable with respect to such whole shares of Parent Fountain Common Stock. In no event shall the Exchange Agent have the right to vote any shares of Fountain Common Stock held by the Exchange Agent.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Buyer Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to any shares of Buyer Common Stock that the holder thereof has the right to receive shares of Parent Common Stock issuable upon the surrender thereof, and no cash payment in lieu of any fractional shares of Buyer Common Stock shall be paid to any such holder pursuant to Section 2.02(e2.5(e), in each case until the holder of such Certificate shall surrender of such Certificate in accordance with this Article II. Subject to applicable law, following Following surrender of any such Certificate, there shall be paid to the holder of the Certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, thereof (i) at the time of such surrender, the amount of any cash payable in lieu of a any fractional share of Parent Buyer Common Stock to which such holder is entitled pursuant to Section 2.02(e2.5(e) and the amount of dividends or other distributions payable with respect to such whole shares of Buyer Common Stock with a record date after the Effective Time theretofore and paid with respect to Buyer Common Stock prior to such whole shares of Parent Common Stock, surrender 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Buyer Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent HoldCo Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock or Book-Entry Share with respect to the right to receive any shares of Parent HoldCo Common Stock issuable upon surrender thereofrepresented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e3.2(e), in each case until the surrender of such Certificate or Book-Entry Share in accordance with this Article IIIII. Subject to applicable lawthe effect of Applicable Laws, following surrender of any such CertificateCertificate or Book-Entry Share, there shall be paid to the holder of the Certificate representing whole shares of Parent HoldCo Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent HoldCo Common Stock to which such holder is entitled pursuant to Section 2.02(e3.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent HoldCo Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent HoldCo Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Purchaser Common Stock declared or made after the Effective Time with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock or Book-Entry Share with respect to the shares of Purchaser Common Stock that the holder of such unsurrendered Certificate or Book-Entry Share has the right to receive shares of Parent Common Stock issuable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), until the surrender of such unsurrendered Certificate or Book-Entry Share until the holder of such Certificate or Book-Entry Share shall have surrendered such Certificate or Book-Entry Share in accordance with this Article II. Subject to escheat or other applicable lawLaw, following the surrender of any such CertificateCertificate or Book-Entry Share, there shall be paid to the record holder of the Certificate representing whole shares of Parent Purchaser Common Stock issued in exchange therefor, without interest, with respect to such shares of Purchaser Common Stock (ia) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date and a payment date on or after the Effective Time theretofore paid with respect and on or prior to the date of such whole shares of Parent Common Stock, surrender and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Purchaser Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Purchaser Common Stock declared or made after the Effective Time with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock or Book-Entry Share with respect to the shares of Purchaser Common Stock that the holder of such unsurrendered Certificate or Book-Entry Share has the right to receive shares upon the surrender of Parent Common Stock issuable upon surrender thereof, such unsurrendered Certificate or Book-Entry Share and no cash payment in lieu of fractional shares of Purchaser Common Stock shall be paid to any such holder pursuant to Section 2.02(e)2.8, until the surrender holder of such Certificate or Book-Entry Share shall have surrendered such Certificate or Book-Entry Share in accordance with this Article II. Subject to escheat or other applicable lawLaw, following the surrender of any such CertificateCertificate or Book-Entry Share, there shall be paid to the record holder of the Certificate representing whole shares of Parent Purchaser Common Stock issued in exchange therefor, without interest, with respect to such shares of Purchaser Common Stock (ia) at the time of such surrender, the amount of dividends or other distributions with a record date and a payment date on or after the Effective Time and on or prior to the date of such surrender and the amount of any cash payable in lieu of a fractional share of Parent Purchaser Common Stock to which such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock2.8, and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Purchaser Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereofrepresented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), ) until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the holder of the Certificate certificate representing the whole shares of Parent Common Stock issued in exchange therefor, therefor without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a any fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and the amount of any dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid (but withheld pursuant to the immediately preceding sentence) with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of any dividends or other distributions with a record date after the Effective Time but prior to such surrender of the Merger and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No Notwithstanding any other provisions of this Agreement, no dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to any shares of UCU Common Stock having a record date after the Effective Time shall be paid to the holder of any Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereofunsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e)holder, until the surrender holder of such Certificate shall surrender such Certificate as provided in accordance with this Article IISection 2.04. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the holder of the Certificate certificates representing whole shares of Parent UCU Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent UCU Common Stock to which such holder is entitled pursuant to subsection (e) of this Section 2.02(e) 2.04 and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Parent UCU Common Stock, less the amount of any withholding taxes which may be required thereon, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent UCU Common Stock, less the amount of any withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any unsurrendered UDS Certificate formerly representing Company Common Stock with respect to the right shares of Valero Common Stock that such holder would be entitled to receive shares of Parent Common Stock issuable upon surrender thereofof such UDS Certificate, and no cash payment in lieu of fractional shares of Valero Common Stock shall be paid to any such holder pursuant to Section 2.02(e), 3.7 until the such holder shall surrender of such UDS Certificate in accordance with this Article IISection 3.1(j) or Section 3.4. Subject to the effect of applicable lawlaws, following the later of the surrender of any such CertificateUDS Certificate and the Effective Time, there shall be paid to the record holder of the Certificate representing whole shares of Parent Common Stock issued in exchange therefor, thereof without interest, (ia) at the time of promptly after such surrendertime, the amount of any cash payable in lieu of a fractional share shares of Parent Valero Common Stock to which such holder is entitled pursuant to Section 2.02(e) 3.7 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Valero Common Stock, Stock 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 a payment date subsequent thereto and to such surrender payable with respect to such whole shares of Parent Valero Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any unsurrendered Book-Entry Share or Certificate formerly representing Company Common Stock with respect to the right to receive any shares of Parent Common Stock issuable that the holder thereof has the right to receive upon the surrender thereof, and no cash payment in lieu of any fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.02(e), in each case, until the surrender holder of such Book-Entry Share or Certificate shall surrender such Book-Entry Share or Certificate in accordance with this Article II. Subject to applicable law, following Following surrender of any such Book-Entry Share or Certificate, there shall be paid to the holder of the Certificate representing whole shares of Parent Common Stock issued in exchange thereforthereof, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock addition to all other amounts to which such holder is entitled pursuant to Section 2.02(e) and under this Article II, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid payable with respect to such whole shares of Parent Common Stock, Stock with a record date after the Effective Time and paid with respect to Parent Common Stock prior to such surrender 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No Notwithstanding any other provision of this Agreement, no dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any Certificate formerly representing Company Date on Acquirer Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any Person holding an Old Certificate evidencing Target Capital Stock until such holder pursuant to Section 2.02(e), until the surrender of such Old Certificate in accordance with this Article IIis surrendered for exchange as provided herein. Subject to the effect of applicable lawlaws, following surrender of any such CertificateOld Certificate by any holder thereof, there shall be paid to the holder of the Certificate representing whole shares of Parent Common Stock issued in exchange thereforsuch surrendered Old Certificate, without interest, interest (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time Date theretofore paid payable with respect to such whole shares the Acquirer Common Stock represented thereby and not paid, less the amount of Parent Common Stockany withholding taxes which may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time Date but prior to the time of such surrender and a payment date subsequent to the time of such surrender payable with respect to such whole shares the Acquirer Common Stock represented thereby, less the amount of Parent Common Stockany withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any Certificate formerly representing unsurrendered share of Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e2.01(d), until the surrender of such Certificate Company Common Stock has been surrendered in accordance with this Article II. Subject to escheat, Tax or other applicable lawLaw, following surrender of any such CertificateCompany Common Stock, there shall be paid to the holder of the Certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.01(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, Stock 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to Parent Common Stock declared or made after the Effective Time Ordinary Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right Parent Ordinary Shares that such holder would be entitled to receive shares of Parent Common Stock issuable upon surrender thereof, of such Certificate and no cash payment in lieu of fractional shares Parent Ordinary Shares shall be paid to any such holder pursuant to Section 2.02(e), 2.5 until the such holder shall surrender of such Certificate in accordance with this Article IISection 2.2. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the such holder of the Certificate representing whole shares of Parent Common Stock issued Ordinary Shares issuable in exchange therefor, without interest, (ia) at promptly after the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock Ordinary Shares to which such holder is entitled pursuant to Section 2.02(e) 2.5 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common StockOrdinary Shares, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common StockOrdinary Shares.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Acquiror Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Acquiror Common Stock issuable upon surrender thereof, represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), 2.6 below until the surrender holder of record of such Certificate shall surrender such Certificate or applicable documents in accordance with this Article IIlieu thereof pursuant to Section 2.4(c). Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Acquiror Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Acquiror Common Stock to which such holder is entitled pursuant to Section 2.02(e) 2.6 below and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Parent Acquiror Common Stock, 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 surrender, and a payment date subsequent to such surrender surrender, payable with respect to such whole shares of Parent Acquiror Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereofrepresented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e2.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Parent Common Stock shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable lawescheat or similar laws, following surrender of any such Certificate, there shall be paid to the holder of the Certificate certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) 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 Parent Common Stock. Parent shall make available to the Exchange Agent cash for these purposes.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any unsurrendered Premcor Certificate formerly representing Company Common Stock with respect to the right shares of Valero Common Stock that such holder would be entitled to receive shares of Parent Common Stock issuable upon surrender thereofof such Premcor Certificate, and no cash payment in lieu of fractional shares of Valero Common Stock shall be paid to any such holder pursuant to Section 2.02(e)3.7, until the such holder shall surrender of such Premcor Certificate in accordance with this Article IISection 3.1(i) or Section 3.4. Subject to the effect of applicable lawlaws, following the later of the surrender of any such CertificatePremcor Certificate and the Effective Time, there shall be paid to the record holder of the Certificate representing whole shares of Parent Common Stock issued in exchange therefor, thereof without interest, (ia) at the time of promptly after such surrendertime, the amount of any cash payable in lieu of a fractional share shares of Parent Valero Common Stock to which such holder is entitled pursuant to Section 2.02(e) 3.7 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Valero Common Stock, Stock and (iib) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time Time, but prior to such surrender surrender, and a payment date subsequent to such surrender thereto, payable with respect to such whole shares of Parent Valero Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time of the Holding Company Merger with respect to TI Stock with a record date after the Effective Time of the Holding Company Merger shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common TI Stock issuable upon surrender thereofrepresented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), 2.3 until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Common TI Stock issued in exchange thereforthereof, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common TI Stock to which such holder is entitled pursuant to Section 2.02(e) 2.3 and the amount of dividends or other distributions with a record date after the Effective Time of the Holding Company Merger theretofore paid with respect to such whole shares of Parent Common TI Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Holding Company Merger but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common TI Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereof, represented thereby and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.02(e), 3.2(d) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of unclaimed property, escheat and other applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e3.2(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, Stock 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable that the holder thereof has the right to receive upon the surrender thereof, and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.02(e), in each case until the surrender holder of such Certificate shall have surrendered such Certificate in accordance with this Article II. Subject to applicable law, following Following the surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date on or after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock and the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Parent Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereof, Shares represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), 2.02(d) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of unclaimed property, escheat and other applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Common Stock Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.02(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, Shares 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common StockShares.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any Certificate formerly representing unsurrendered Company Common Stock with respect Certificate. Subject to the right to receive shares effect of Parent Common Stock issuable upon surrender thereof, and no cash payment in lieu applicable Law: (i) at the time of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), until the surrender of such a Company Certificate for exchange in accordance with the provisions of this Article II. Subject to applicable law, following surrender of any such CertificateSection 2.5, there shall be paid to the holder of the Certificate representing whole shares of Parent Common Stock issued in exchange thereforsurrendering holder, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with (having a record date after the Effective Time but on or prior to surrender and a payment date on or prior to surrender) not theretofore paid with respect to such the number of whole shares of Parent Common Stock, Stock that such holder is entitled to receive (less the amount of any withholding Taxes that may be required with respect thereto); and (ii) at the appropriate payment datedate and without duplicating any payment made under clause (i) above, there shall be paid to the surrendering holder, without interest, the amount of dividends or other distributions with (having a record date after the Effective Time but on or prior to such surrender and a payment date subsequent to such surrender surrender) payable with respect to such the number of whole shares of Parent Common StockStock that such holder receives (less the amount of any withholding Taxes that may be required with respect thereto).

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Gaming Co. Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right shares of Gaming Co. Common Stock the holder thereof is entitled to receive shares of Parent Common Stock issuable upon surrender thereof, in exchange therefor and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), subsection (e) below until the surrender holder of record of such Certificate in accordance with this Article IIsurrenders such Certificate. Subject to applicable lawthe effect of Applicable Laws, following surrender of any such Certificate, Certificate there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Gaming Co. Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Gaming Co. Common Stock to which such holder is entitled pursuant to Section 2.02(esubsection (e) below and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Parent Gaming Co. Common Stock, Stock 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Gaming Co. Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereofrepresented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e2.2(e), until the surrender holder of such Company Certificate in accordance with this Article IIshall surrender it. Subject to the effect of applicable lawlaws, following surrender of any such Company Certificate, there shall be paid to the holder of the Parent Certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrendersurrender or promptly thereafter as is practicable, the amount of any cash payable in lieu of with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole number of shares of Parent Common Stock, Stock 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 a payment date subsequent to such surrender payable with respect to such whole number of shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent HEALTHSOUTH Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent HEALTHSOUTH Common Stock issuable upon surrender thereof, represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), 2.2(e) until the surrender of such Certificate in accordance with this Article IISection 2. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the holder of the Certificate certificate representing whole shares of Parent HEALTHSOUTH Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent HEALTHSOUTH Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent HEALTHSOUTH Common Stock, 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 Parent HEALTHSOUTH Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time Shares with a record date after the Final Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock or Book-Entry Share with respect to any Parent Shares that the holder thereof has the right to receive shares of Parent Common Stock issuable upon the surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), thereof until the surrender holder of such Certificate or Book-Entry Share shall surrender such Certificate or Book-Entry Share in accordance with this Article II. Subject to any applicable lawforeign, state, federal or other abandoned property, escheat or similar Law, following surrender of any such CertificateCertificate or Book-Entry Share, there shall be paid to the holder of the Certificate representing whole shares of Parent Common Stock issued in exchange thereforthereof, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock addition to all other amounts to which such holder is entitled pursuant to Section 2.02(e) and under this Article II, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid payable with respect to such whole shares of Parent Common Stock, Shares that such holder is entitled to pursuant to this Article II with a record date after the Final Effective Time and paid with respect to Parent Shares prior to such surrender and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Final Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common StockShares that such holder is entitled to pursuant to this Article II.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to IUB Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered PTC Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent IUB Common Stock issuable upon surrender thereofrepresented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e2.2(e), until the surrender holder of such PTC Certificate in accordance with this Article IIshall surrender it. Subject to the effect of applicable lawlaws, following surrender of any such PTC Certificate, there shall be paid to the holder of the IUB Certificate representing whole shares of Parent IUB Common Stock issued in exchange therefor, without interest, (i) at the time of such surrendersurrender or promptly thereafter as is practicable, the amount of any cash payable in lieu of with respect to a fractional share of Parent IUB Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole number of shares of Parent IUB Common Stock, Stock 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 a payment date subsequent to such surrender payable with respect to such whole number of shares of Parent IUB Common Stock.

Distributions with Respect to Unexchanged Shares. All shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and shall be entitled to all dividends or other distributions declared by Parent in respect of the Parent Common Stock, the record date for which is at or after the Effective Time. No dividends or other distributions with in respect to of the Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), of any unsurrendered Certificate until the surrender of such Certificate is surrendered for exchange in accordance with this Article IIIV. Subject to applicable lawthe effect of escheat or similar Laws, following surrender of any such Certificate, there shall be issued and/or paid to the holder of the Certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date at or after the Effective Time theretofore paid payable with respect to such whole shares of Parent Common Stock, Stock and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such shares of Parent Common Stock with a record date at or 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 Parent Common Stocksurrender.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Holdings Common Stock declared or made after the Effective Time with a record date after the Merger Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the shares of Holdings Common Stock that the holder thereof has the right to receive shares of Parent Common Stock issuable upon the surrender thereof, and no cash payment in lieu of any fractional shares of Holdings Common Stock shall be paid to any such holder pursuant to Section 2.02(e2.1(c), in each case until the holder of such Certificate shall surrender of such Certificate in accordance with this Article II. Subject to applicable law, following Following surrender of any such CertificateCertificate in accordance with this Article II, there shall be paid to the record holder of the Certificate representing whole shares of Parent Common Stock issued in exchange thereforthereof, without interest, (i) at promptly following the time of such surrender, the amount of any cash payable in lieu of a any fractional share shares of Parent Holdings Common Stock to which such holder is entitled pursuant to Section 2.02(e2.1(c) and the amount of dividends or other distributions distributions, payable with respect to that number of whole shares of Holdings Common Stock issuable in exchange for such Certificate pursuant to this Article II, with a record date after the Merger Effective Time theretofore and paid with respect to Holdings Common Stock prior to such whole shares of Parent Common Stocksurrender, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Merger Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Holdings Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to Parent shares of WorldCom Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right shares of WorldCom Common Stock that such holder would be entitled to receive shares of Parent Common Stock issuable upon surrender thereof, of such Certificate and no cash payment in lieu of fractional shares of WorldCom Common Stock shall be paid to any such holder pursuant to Section 2.02(e), 2.5 until the such holder shall surrender of such Certificate in accordance with this Article IISection 2.2. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the such holder of the Certificate representing whole shares of Parent WorldCom Common Stock issued issuable in exchange therefor, without interest, (ia) at promptly after the time of such surrender, the amount of any cash payable in lieu of a fractional share shares of Parent WorldCom Common Stock to which such holder is entitled pursuant to Section 2.02(e) 2.5 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent WorldCom Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent WorldCom Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time of the Merger with respect to the shares of EVI Common Stock with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent EVI Common Stock issuable upon surrender thereof, represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), 1.7(d) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate Certificates representing whole the shares of Parent EVI Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent EVI Common Stock to which such holder is entitled pursuant to Section 2.02(e1.7(d) and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of Parent EVI Common Stock, as the case may be, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent EVI Common Stock.

Distributions with Respect to Unexchanged Shares. No ------------------------------------------------ dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Acquiror Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Acquiror Common Stock issuable upon surrender thereof, represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), 2.6 below until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Acquiror Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Acquiror Common Stock to which such holder is entitled pursuant to Section 2.02(e) 2.6 below and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Parent Acquiror Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Acquiror Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to shares of Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereof, represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), 2.2(d) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of unclaimed property, escheat and other applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, Stock 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Xxxxx Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Xxxxx Common Stock issuable upon surrender thereof, represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to subsection (f) of this Section 2.02(e), 2.2 until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Xxxxx Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Xxxxx Common Stock to which such holder is entitled pursuant to Section 2.02(esubsection (f) below and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Parent Xxxxx Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Xxxxx Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereof, to which such holder is entitled hereunder and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), Sections 1.6(b) and 1.9 until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid given to the record holder of the Certificate certificates representing whole shares of Parent Common Stock issued in exchange thereforto which such holder is entitled hereunder, without interest, (i) at the time of such surrender, a certificate representing the amount number of any cash payable in lieu of a fractional share whole shares of Parent Common Stock and the amount of cash, if any, pursuant to Section 1.9 to which such holder is entitled pursuant to Section 2.02(e) 1.9 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common StockStock with a record date after the Effective Time and a payment date prior to the date of issuance to such holder, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable that the holder thereof has the right to receive upon the surrender thereof, and no cash payment in lieu of any fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.02(e2.8(e), in each case until the holder of such Certificate shall surrender of such Certificate in accordance with this Article II. Subject to applicable law, following Following surrender of any such Certificate, there shall be paid to the record holder of thereof the Certificate certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a any fractional share shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.8(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid payable with respect to such whole shares of Parent Common Stock, Stock with a record date after the Effective Time and paid with respect to Parent Common Stock prior to such surrender 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock or affidavit pursuant to Section 2.2(h) with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereof, represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), paragraph (e) below until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate or affidavit. Subject to the effect of applicable lawlaws, following surrender of any such CertificateCertificate or affidavit, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(eparagraph (e) below and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Parent Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable that such holder would be entitled to receive upon surrender thereof, of such Certificate and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.02(e)2.5, in each case until the such holder shall surrender of such Certificate in accordance with this Article IISection 2.2. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the such holder of the Certificate representing whole shares of Parent Common Stock issued issuable in exchange therefor, without interest, (ia) at promptly after the time of such surrender, the amount of any cash payable in lieu of a fractional share shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) 2.5 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock or Book-Entry Share with respect to the right to receive shares of any Parent Common Stock issuable upon surrender thereofShares represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e3.2(e), in each case until the surrender of such Certificate or Book-Entry Share in accordance with this Article IIIII. Subject to applicable lawthe effect of Applicable Laws, following surrender of any such CertificateCertificate or Book-Entry Share, there shall be paid to the holder of the Certificate representing whole shares of Parent Common Stock Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock Shares to which such holder is entitled pursuant to Section 2.02(e3.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common StockShares, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common StockShares. Parent agrees to make available, directly or indirectly, to the Exchange Agent from time to time as needed prior to the first anniversary of the Effective Time additional cash sufficient to pay any amounts to which such holders are entitled pursuant to clause (i) of the preceding sentence of this Section 3.2(c).

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares share of Parent Common Stock issuable that the holder thereof has the right to receive upon the surrender thereof, and no cash payment in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.02(e), shall be paid to any such holder pursuant to Section 2.02(e)holder, in each case until the holder of such Certificate shall surrender of such Certificate in accordance with this Article II. Subject to applicable law, following Following surrender of any such Certificate, there shall be paid to the holder of the Certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, thereof (i) at the time of such surrender, the amount of any cash payable in lieu of a any fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) ), and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid payable with respect to such whole shares of Parent Common Stock, Stock with a record date after the Effective Time and paid with respect to Parent Common Stock prior to such surrender 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. Whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Shares, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all Parent Common Shares issuable pursuant to this Agreement. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with a record date after respect to Parent Common Shares constituting part of the Effective Time Merger Consideration shall be paid to the holder of any Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereofunsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e)holder, until the surrender of such Certificate is surrendered as provided in accordance with this Article IISection. Subject to applicable law, following surrender of any Following such Certificatesurrender, there shall be paid to the holder of the Certificate representing whole shares of Parent Common Stock issued in exchange thereforpaid, without interest, to the Person in whose name the Parent Common Shares have been registered (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date at or after the Effective Time theretofore previously paid or payable on the date of such surrender with respect to such whole shares of Parent Common StockShares, less the amount of any withholding taxes that may be required with respect thereto, and (ii) at the appropriate payment datedate subsequent to surrender, the amount of dividends or other distributions with a record date at or after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common StockShares, less the amount of any withholding taxes that may be required with respect thereto.

Distributions with Respect to Unexchanged Shares. No dividends ------------------------------------------------ or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Acquirer Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Acquirer Common Stock issuable upon surrender thereofrepresented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), subsection (f) below until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Acquirer Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Acquirer Common Stock to which such holder is entitled pursuant to Section 2.02(esubsection (f) below and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Parent Acquirer Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Acquirer Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made after the Closing with respect to Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time shall Closing will be paid to the holder of any Certificate formerly representing unsurrendered shares of Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereofrepresented thereby, and no cash payment in lieu of fractional shares of Parent Common Stock or fractional Warrants shall be paid to any such holder pursuant to Section 2.02(e)holder, until the surrender holder of record of such Company Certificate in accordance with this Article IIshall surrender such Company Certificate. Subject to applicable lawLaw, following surrender of any such Company Certificate, there shall be paid to the holder of the record of such Company Certificate representing the whole number of shares of Parent Common Stock and Warrants to be issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) or fractional Warrants and the amount of any dividends or other distributions with a record date after the Effective Time Closing theretofore paid with respect to such whole shares number of Parent Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereof, represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), ) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to applicable law, following Following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereof, represented thereby and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.02(e), 3.2(d) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect, if any, of unclaimed property, escheat and other applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Common Stock issued in exchange thereforfor Company Common Stock pursuant to the Merger, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e3.2(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, Stock and (ii) at the appropriate applicable payment date, the amount of any dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to the date of such surrender payable with respect to such whole shares of Parent Common Stocksurrender.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent IDEC Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent IDEC Common Stock issuable upon surrender thereofrepresented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e)2.1(e) hereof, until the surrender of such Certificate has been surrendered in accordance with this Article II. Subject to applicable lawApplicable Law (as defined in Section 3.1(g)(i)), following surrender of any such Certificate, there shall be paid to the holder of the Certificate representing whole shares of Parent Common Stock issued in exchange thereforrecordholder thereof, without interest, (i) at the time of promptly after such surrender, the amount number of whole shares of IDEC Common Stock issuable in exchange therefor pursuant to this Article II, together with any cash payable in lieu of a fractional share of Parent IDEC Common Stock to which such holder is entitled pursuant to Section 2.02(e2.1(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent IDEC Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent IDEC Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable that such holder would be entitled to receive upon surrender thereof, of such Certificate and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.02(e), 2.5 until the such holder shall surrender of such Certificate in accordance with this Article IISection 2.2. Subject to the effect, if any, of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the such holder of the Certificate representing whole shares of Parent Common Stock issued issuable in exchange therefor, without interest, (ia) at promptly after the time of such surrender, the amount of any cash payable in lieu of a fractional share shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) 2.5 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions that are declared or made with respect to Parent Common Stock declared or made after the Effective Time Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right Parent Shares that such holder would be entitled to receive shares by reason of Parent Common Stock issuable the Merger upon surrender thereof, of such Certificate and no cash payment in lieu of fractional shares Parent Shares shall be paid to any such holder pursuant to Section 2.02(e), Sections 4.1 and 4.3 until the such holder shall surrender of such Certificate in accordance with this Article IICertificate. Subject to the effect of applicable law, following surrender of any such Certificate, there shall be paid to the such holder of the Certificate representing whole shares of Parent Common Stock issued Shares issuable in exchange therefor, without interest, (i) at promptly after the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock Shares to which such holder is entitled pursuant to Section 2.02(e) Sections 4.1 and 4.3 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid prior to the time of such surrender with respect to such whole shares of Parent Common StockShares, 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 a payment date subsequent to such surrender payable with respect to such whole shares Parent Shares. Any dividends or other distributions that are payable with respect to Parent Shares deliverable upon surrender of unexchanged Certificates shall be deposited by Parent Common Stockin the Stock Merger Exchange Fund.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any Certificate formerly representing unsurrendered Company Common Stock with respect Certificate. Subject to the right to receive shares effect of Parent Common Stock issuable upon surrender thereof, and no cash payment in lieu applicable Law: (i) at the time of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), until the surrender of such a Company Certificate for exchange in accordance with the provisions of this Article II. Subject to applicable law, following surrender of any such CertificateSection 2.6, there shall be paid to the holder of the Certificate representing whole shares of Parent Common Stock issued in exchange thereforsurrendering holder, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with (having a record date after the Effective Time but on or prior to surrender and a payment date on or prior to surrender) not theretofore paid with respect to such the number of whole shares of Parent Common Stock, Stock that such holder is entitled to receive (less the amount of any withholding Taxes that may be required with respect thereto); and (ii) at the appropriate payment datedate and without duplicating any payment made under clause (i) above, there shall be paid to the surrendering holder, without interest, the amount of dividends or other distributions with (having a record date after the Effective Time but on or prior to such surrender and a payment date subsequent to such surrender surrender) payable with respect to such the number of whole shares of Parent Common StockStock that such holder receives (less the amount of any withholding Taxes that may be required with respect thereto).

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Parent Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereof, Shares represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), 2.2(d) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of unclaimed property, escheat and other applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Common Stock Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, Shares 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common StockShares.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to HearMe Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent HearMe Common Stock issuable upon surrender thereof, represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), 2.6 below until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent HearMe Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent HearMe Common Stock to which such holder is entitled pursuant to Section 2.02(e) 2.6 below and the amount of any dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Parent HearMe Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent HearMe Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with a record date after the Reverse Merger Effective Time Time, no Per Share Cash Consideration and no cash payment in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.2(e) shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable that the holder thereof has the right to receive upon the surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), each case until the holder of such Certificate shall surrender of such Certificate in accordance with this Article II. Subject to applicable law, Promptly following surrender of any such Certificate, there shall be paid to the record holder of the Certificate representing whole shares of Parent Common Stock issued in exchange thereforthereof, without interest, (i) at the time of such surrenderPer Share Cash Consideration, the amount of and any cash payable in lieu of a any fractional share shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid payable with respect to such whole shares of Parent Common Stock, Stock with a record date after the Reverse Merger Effective Time and paid with respect to Parent Common Stock prior to such surrender and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Reverse Merger Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or ------------------------------------------------ other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Buyer Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Buyer Common Stock issuable upon surrender thereof, represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), 2.2(e) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be issued and paid to the record holder of the Certificate Certificate, (i) certificates representing whole shares of Parent Buyer Common Stock issued in exchange therefor, without interest, (iii) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Buyer Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Parent Buyer Common Stock, and (iiiii) 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Buyer Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable that such holder has the right to receive upon surrender thereofof such Certificate, and no cash payment in lieu of any fractional shares share of Parent Common Stock shall be paid to any such holder pursuant to Section 2.02(e), until the surrender of such Certificate in accordance with this Article IISection 2.03(e) to the holder of any unsurrendered Certificate. Subject to the effect of applicable lawescheat or similar laws, following surrender of any such Certificate, Certificate there shall be paid to the record holder of the Certificate any certificate representing whole shares of Parent Common Stock representing the Stock Portion of the Merger Consideration issued in exchange therefor, without interest, (i) at promptly after the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, Stock and the amount of any cash in lieu of any fractional share of Parent Common Stock to which such holder is entitled in accordance with Section 2.03(e) 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 Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent HEALTHSOUTH Common Stock declared or made after the Effective Time with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent HEALTHSOUTH Common Stock issuable upon surrender thereof, represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e)2.2(e) until, until in each such case, the surrender of such Certificate in accordance with this Article IISection 2. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the holder of the Certificate certificate representing whole shares of Parent HEALTH- SOUTH Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent HEALTHSOUTH Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent HEALTHSOUTH Common Stock, 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 Parent HEALTHSOUTH Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereofrepresented thereby, and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.02(e), in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable lawescheat or similar laws, following surrender of any such Certificate, Certificate there shall be paid to the holder of the Certificate certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled as and to the extent specified in Section 2.02(e) 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 Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No amount in respect of dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereof, the holder thereof is entitled to receive in respect thereof and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), subsection (e) below until the surrender holder of record of such Certificate shall surrender such Certificate to Parent in accordance with this Article IIherewith. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(esubsection (e) below and an amount equal to the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, an amount equal to the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock, in each case without interest.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable which such holder is entitled to receive upon the surrender thereofthereof in accordance with this Section 2.2, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), 2.2(e) until the surrender holder of record of such Certificate in accordance with this Article IIshall so surrender such Certificate. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a any fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No ------------------------------------------------ dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Acquiror Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Acquiror Common Stock issuable upon surrender thereof, represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), 2.6 below until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Acquiror Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Acquiror Common Stock to which such holder is entitled pursuant to Section 2.02(e) 2.6 below and the amount of any dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Parent Acquiror Common Stock, 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 surrender, payable with respect to such whole shares of Parent Acquiror Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or ------------------------------------------------ other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Stratos Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Stratos Common Stock issuable upon surrender thereof, represented thereby and no cash payment in lieu of any fractional shares shall be paid share payable to any such holder pursuant to Section 2.02(e), subsection (e) below shall be paid until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Stratos Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Stratos Common Stock to which such holder is entitled pursuant to Section 2.02(esubsection (e) below and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Parent Stratos Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Stratos Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Depot Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Depot Common Stock issuable upon surrender thereof, represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), subsection (e) below until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Depot Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Depot Common Stock to which such holder is entitled pursuant to Section 2.02(esubsection (e) below and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Parent Depot Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Depot Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect 14 6 to shares of WorldCom Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right shares of WorldCom Common Stock that such holder would be entitled to receive shares of Parent Common Stock issuable upon surrender thereof, of such Certificate and no cash payment in lieu of fractional shares of WorldCom Common Stock shall be paid to any such holder pursuant to Section 2.02(e), 2.5 until the such holder shall surrender of such Certificate in accordance with this Article IISection 2.2. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the such holder of the Certificate representing whole shares of Parent WorldCom Common Stock issued issuable in exchange therefor, without interest, (ia) at promptly after the time of such surrender, the amount of any cash payable in lieu of a fractional share shares of Parent WorldCom Common Stock to which such holder is entitled pursuant to Section 2.02(e) 2.5 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent WorldCom Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent WorldCom Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends ------------------------------------------------ or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Buyer Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Buyer Common Stock issuable upon surrender thereof, represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), 2.2(e) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be issued and paid to the record holder of the Certificate Certificate, (i) certificates representing whole shares of Parent Buyer Common Stock issued in exchange therefor, without interest, (iii) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Buyer Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Parent Buyer Common Stock, and (iiiii) 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Buyer Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to Parent shares of Holdco Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right shares of Holdco Common Stock that such holder would be entitled to receive shares of Parent Common Stock issuable upon surrender thereof, of such Certificate and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), SECTION 1.11 until the such holder shall surrender of such Certificate in accordance with this Article IISECTION 1.8. Subject to the effect of applicable lawlaws, following the surrender of any such Certificate, there shall be paid to the such holder of the Certificate representing whole shares of Parent Holdco Common Stock issued issuable in exchange therefor, without interest, (ia) at promptly after the time of such surrender, the amount of any cash payable in lieu of a fractional share shares of Parent Holdco Common Stock to which such holder is entitled pursuant to Section 2.02(e) SECTION 1.11 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Holdco Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Holdco Common Stock.

Distributions with Respect to Unexchanged Shares. Whenever a ------------------------------------------------ dividend or other distribution is declared by Parent in respect of Parent Common Shares, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all Parent Common Shares issuable pursuant to this Agreement. No dividends or other distributions with so declared in respect to of such Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereof, and no cash payment in lieu of fractional shares Shares shall be paid to any such holder pursuant to Section 2.02(e), of any unsurrendered Certificate until the surrender of such Certificate is surrendered for exchange in accordance with this Article IISection 2.2. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid issued or paid, less the amount of any withholding taxes that may be required thereon, to the holder of the Certificate certificates representing whole shares of Parent Common Stock Shares issued in exchange thereforfor such Certificate, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date that is at or after the Effective Time theretofore paid with respect and a payment date on or prior to the date of surrender of such whole shares of Parent Common Stock, Shares and not previously paid 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 a payment date subsequent to such surrender payable with respect to such whole shares Parent Common Shares with a record date at or after the Effective Time but with a payment date subsequent to surrender. For purposes of dividends or other distributions in respect of Parent Common StockShares, all Parent Common Shares to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Millennium Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Millennium Common Stock issuable upon surrender thereof, represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), ) below until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be issued and paid to the record holder of the Certificate (i) certificates representing whole shares of Parent Millennium Common Stock issued in exchange therefor, without interest, (iii) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Millennium Common Stock to which such holder is entitled pursuant to Section 2.02(e) below and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Millennium Common StockStock with a payment date on or prior to such time of surrender, without interest, and (iiiii) 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Millennium Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with a record date on or after the Effective Time shall be paid to the holder of any Certificate or Book-Entry Shares formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e)2.8, until the surrender of such Certificate or Book-Entry Shares in accordance with this Article II. Subject to applicable lawLaw, following surrender of any such CertificateCertificate or Book-Entry Shares, there shall be paid to the holder of the Certificate or Book-Entry Shares representing whole shares of Parent Common Stock issued in exchange therefor, without interest, : (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) 2.8 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Xxxxx Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Xxxxx Common Stock issuable upon surrender thereof, represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), subsection (e) below until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Xxxxx Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Xxxxx Common Stock to which such holder is entitled pursuant to Section 2.02(esubsection (e) below and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Parent Xxxxx Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Xxxxx Common Stock.

Distributions with Respect to Unexchanged Shares. No Whenever a dividend or other distribution is declared by Parent in respect of Parent Common Stock, the record date for which is at or after the Closing Date, that declaration shall include dividends or other distributions with in respect to Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any Certificate formerly representing Company Common Stock with respect to the right to receive all shares of Parent Common Stock issuable upon surrender thereof, and no cash payment pursuant to this Agreement. No dividends or other distributions so declared in lieu respect of fractional shares such Parent Common Stock shall be paid to any such holder pursuant to Section 2.02(e), of any unsurrendered Certificate until the surrender of such Certificate is surrendered for exchange in accordance with this Article IISection 2.2. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid issued or paid, less the amount of any withholding taxes that may be required thereon, to the holder of the Certificate certificates representing whole shares of Parent Common Stock issued in exchange thereforfor such Certificate, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date that is at or after the Effective Time theretofore paid with respect Closing Date and a payment date on or prior to the date of surrender of such whole shares of Parent Common Stock, Stock and not previously paid 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock with a record date at or after the Closing Date but with a payment date subsequent to surrender. No interest shall be payable with respect to any amounts to be paid under this Section 2.2. For purposes of dividends or other distributions in respect of shares of Parent Common Stock, all shares of Parent Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Closing Date.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Golden State Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Golden State Common Stock issuable upon surrender thereofrepresented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e2.2(e), until the surrender of such Certificate in accordance with this Article IIshall be surrendered by the holder thereof. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the holder of the Certificate certificates representing whole shares of Parent Golden State Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of with respect to a fractional share of Parent Golden State Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid or made with respect to such whole shares of Parent Golden State Common Stock, 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 a payment or distribution date subsequent to such surrender payable or distributable with respect to such whole shares of Parent Golden State Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Puma Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Puma Common Stock issuable upon surrender thereof, represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), subsection (e) below until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Puma Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Puma Common Stock to which such holder is entitled pursuant to Section 2.02(esubsection (e) below and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Parent Puma Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Puma Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares of Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable that such holder would be entitled to receive upon surrender thereof, of such Certificate and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.02(e), SECTION 2.5 until the such holder shall surrender of such Certificate in accordance with this Article IISECTION 2.2. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the such holder of the Certificate representing whole shares of Parent Common Stock issued issuable in exchange therefor, without interest, (ia) at promptly after the time of such surrender, the amount of any cash payable in lieu of a fractional share shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) SECTION 2.5 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Company Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereofCompany Shares represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e2.3(d), until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate as contemplated by Section 2.3(b). Subject to the effect of unclaimed property, escheat and other applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Common Stock Company Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Company Common Stock to which such holder is entitled pursuant to Section 2.02(e2.3(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, Company Shares 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common StockCompany Shares.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to the Parent Common Stock declared or made after the Effective Time ADSs with a record date after the Effective Time shall be paid to the holder of any Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereofunsurrendered Certificate, and no cash payment in lieu of fractional shares Parent ADSs shall be paid to any such holder pursuant to Section 2.02(e2.02(d), until the surrender of such Certificate in accordance with this Article II. Subject to applicable lawLaw, following surrender of any such Certificate, there shall be paid to the holder of the Certificate representing whole shares of Parent Common Stock ADSs issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock ADS to which such holder is entitled pursuant to Section 2.02(e2.02(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, ADSs 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 Parent Common StockADSs.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereof, represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), 3.2(e) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount (to the extent such amount has been determined in accordance with Section 3.2(e)) of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e3.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, 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 surrender, and a payment date subsequent to such surrender surrender, payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Parent Common Stock or Parent Class M Preferred Stock with a record date on or after the Effective Time shall be paid to the holder of any Certificate formerly representing Company Common untendered Ad-Vantage Capital Stock with respect to the right to receive such shares of Parent Common Stock issuable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), or Parent Class M Preferred Stock represented thereby until the surrender holder of record of such Certificate untendered Ad-Vantage Capital Stock shall tender such Ad-Vantage Capital Stock in accordance with this Article IISection. Subject to the effect of applicable lawlaws, following surrender tender of any such CertificateAd-Vantage Capital Stock, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Common Stock or Parent Class M Preferred Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions distributions, if any, with a record date on or after the Effective Time which theretofore became payable, but which were not paid by reason of the immediately preceding sentence, with respect to such whole shares of Parent Common Stock and whole and fractional shares of Parent Class M Preferred Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock and whole and fractional shares of Parent Class M Preferred Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent KBI Common Stock declared or made after the Effective Time with a record date on or after the Effective Time shall be paid to the holder of any Certificate formerly representing Company MFC Common Stock with respect to the right to receive shares of Parent MFC Common Stock issuable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e)3.1(e) hereof, until the surrender of such Certificate in accordance with this Article II3. Subject to applicable lawLaw, following surrender of any such Certificate, there shall be paid to the holder of the Certificate representing entitled to whole shares of Parent KBI Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent KBI Common Stock to which such holder is entitled pursuant to Section 2.02(e3.1(e) hereof and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent KBI Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent KBI Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared declared, made or made paid after the Effective Time with respect to Parent Shares with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereof, Shares represented thereby and no cash payment in lieu of a fractional shares Parent Share shall be paid to any such holder pursuant to Section 2.02(e), 2.2(f) until the holder of record of such Certificate shall surrender of such Certificate in accordance with this Article IISection 2.2. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate representing whole shares of Parent Common Stock Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions distributions, if any, with a record date on or after the Effective Time which theretofore became payable, but which were not paid by reason of the immediately preceding sentence, with respect to such whole shares of Parent Common StockShares, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares Parent Shares. Dividends or other distributions with a record date on or after the Effective Time but prior to surrender of Certificates by holders thereof payable in respect of Parent Common StockShares held by the Exchange Agent shall be held in trust for the benefit of such holders of Certificates.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Company Common Stock issuable upon surrender thereof, represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), 2.3(d) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of unclaimed property, escheat and other applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Company Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Company Common Stock to which such holder is entitled pursuant to Section 2.02(e2.3(d) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Company Common Stock, Stock 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Company Common Stock.

Distributions with Respect to Unexchanged Shares. No Notwithstanding any other provisions of this Agreement, no dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Parent Common Shares having a record date after the Effective Time shall be paid to the holder of any Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereofunsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e)holder, until the holder shall surrender of such Certificate as provided in accordance with this Article II. Subject to applicable lawthe effect of Applicable Laws (as defined in Section 3.1(f)(i)), following surrender of any such Certificate, Certificate there shall be paid to the holder of the Certificate Certificates representing whole shares of Parent Common Stock Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid payable with respect to such whole shares of Parent Common Stock, Shares and not paid and (ii) at the appropriate payment datedate subsequent to surrender, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common StockShares.

Distributions with Respect to Unexchanged Shares. No dividends or ------------------------------------------------ other distributions with respect to Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereofStock, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e2.2(f), in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable lawescheat laws, following surrender of any such Certificate, there shall be paid to the holder of the Certificate certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(f) and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of Parent Common Stock, Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Buyer Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), 2.2(e) until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate as contemplated by Section 2.2(b). Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be issued and paid to the record holder of the Certificate Certificate, (i) certificates representing whole shares of Parent Buyer Common Stock issued in exchange therefor, without interest, (iii) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Buyer Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Parent Buyer Common Stock, and (iiiii) 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Buyer Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Finisar Preferred Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Finisar Preferred Stock issuable upon surrender thereof, represented thereby and no cash payment in lieu of fractional shares shall be paid payable to any such holder pursuant to Section 2.02(e), subsection (e) below shall be paid until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Common Finisar Preferred Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Finisar Preferred Stock to which such holder is entitled pursuant to Section 2.02(esubsection (e) below and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Parent Common Finisar Preferred Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Finisar Preferred Stock.

Distributions with Respect to Unexchanged Shares. No ------------------------------------------------ dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Tuboscope Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Tuboscope Common Stock issuable upon surrender thereof, represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e), subsection (e) below until the surrender holder of record of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of applicable lawlaws, following surrender of any such Certificate, there shall be paid to the record holder of the Certificate certificates representing whole shares of Parent Tuboscope Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Tuboscope Common Stock to which such holder is entitled pursuant to Section 2.02(esubsection (e) below and the amount of dividends or other distributions with a record date after the Effective Time theretofore previously paid with respect to such whole shares of Parent Tuboscope Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares of Parent Tuboscope Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Common Stock declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent Common Stock issuable upon surrender thereofrepresented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e1.6(b)(iv), unless and until the surrender holder of such Certificate in accordance with this Article IIshall surrender such Certificate. Subject to the effect of escheat, tax or other applicable lawLaws, following surrender of any such Certificate, there shall be paid to the holder of the Certificate certificates representing whole shares of Parent Common Stock issued in exchange therefor, in addition to the Parent Common Stock deliverable therefore pursuant to Section 1.6(b), without interest, (iA) at the time of such surrender, the amount of any cash payable in lieu of with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e1.6(b)(iv) and the amount of dividends or other distributions with a record date after the Effective Time date hereof theretofore paid with respect to such whole shares Shares of Parent Common Stock, Stock and (iiB) at the appropriate payment date, the amount of dividends or other distributions distributions, with a record date after the Effective Time date hereof but prior to such surrender and a payment date subsequent to such surrender occurring after surrender, payable with respect to such whole shares of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to shares of Parent Common Stock declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock or Book-Entry Share with respect to the right to receive shares of Parent Common Stock issuable that the holder thereof has the right to receive upon the surrender thereof, and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.02(e2.9(e), in each case until the surrender holder of such Certificate shall have surrendered such Certificate in accordance with this Article II. Subject to escheat, Tax or other applicable lawLaw, following the surrender of any such CertificateCertificate or Book-Entry Share, there shall be paid to the record holder of the Certificate certificate representing whole shares of Parent Common Stock issued in exchange therefor, 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 such whole share of Parent Common Stock and the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.9(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, 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 a payment date subsequent to such surrender payable with respect to such whole shares share of Parent Common Stock.

Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or paid with respect to Parent ViewPoint Common Stock declared or made after the Effective Time with a record date after the Effective Time Closing Date shall be paid to the holder of any unsurrendered Certificate formerly representing Company Common Stock with respect to the right to receive shares of Parent ViewPoint Common Stock issuable upon surrender thereofrepresented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(e)of any unsurrendered Certificate, until the surrender holder of such Certificate in accordance shall have complied with this Article IIthe exchange procedures set forth herein. Subject to applicable lawthe effect of Applicable Legal Requirements, following the surrender of any such Certificate, there shall be paid to the holder of the Certificate representing whole shares of Parent ViewPoint Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, surrender the amount of any cash payable in lieu of with respect to a fractional share of Parent ViewPoint Common Stock to which such holder is entitled pursuant to Section 2.02(e) this Agreement, if applicable, and the amount of dividends or other distributions with a record date after the Effective Time Closing Date theretofore paid (but withheld pursuant to the immediately preceding sentence) with respect to such whole shares of Parent ViewPoint Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent ViewPoint Common Stock.