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

Distributions with Respect to Unexchanged Shares. (i) No dividends or other distributions with respect to shares of New Ashland Inc. Common Stock with a record date on or after the Closing Date shall be paid to the holder of any Certificate with respect to the shares of New Ashland Inc. Common Stock issuable upon surrender of such Certificate until the surrender of such Certificate in accordance with this Article V. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing shares of New Ashland Inc. Common Stock issued in exchange therefor, without interest, (A) at the time of such surrender, the amount of dividends or other distributions with a record date after the Closing Date theretofore paid with respect to such shares of New Ashland Inc. Common Stock, and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of New Ashland Inc. Common Stock. (ii) No dividends or other distributions with respect to shares of Marathon Common Stock with a record date on or after the Closing Date shall be paid to the holder of any Certificate with respect to the shares of Marathon 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 5.01(e), until the surrender of such Certificate in accordance with this Article V. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing whole shares of Marathon Common Stock issued in exchange therefor, without interest, (A) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Marathon Common Stock to which such holder is entitled pursuant to Section 5.01(e) and the amount of dividends or other distributions with a record date on or after the Closing Date theretofore paid with respect to such whole shares of Marathon Common Stock and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Marathon Common Stock.

Distributions with Respect to Unexchanged Shares. (i) No dividends or other distributions with respect to shares of New Ashland Inc. Parent Common Stock with a record date on or after the Closing Date Effective Time, or that are payable to the holders of record thereof who become such on or after the Effective Time, shall be paid to the holder of any unsurrendered Certificate with or Company Book-Entry Share until such Certificate or Company Book-Entry Shares are surrendered as provided in this Article II. All such dividends, other distributions and cash in lieu of fractional shares of Parent Common Stock which are to be paid in respect to of the shares of New Ashland Inc. Parent Common Stock issuable to be received upon surrender of such the Certificate or Company Book-Entry Shares 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 or Company Book-Entry Shares in accordance with this Article V. II. Subject to the effect of applicable Lawescheat or similar Laws and Laws with respect to the withholding of Taxes, following surrender of any such Certificate, Certificate or Company Book-Entry Shares there shall be paid to the holder of the certificate Parent Certificate representing whole shares of New Ashland Inc. Parent Common Stock issued in exchange therefor, without interest, (Ai) at the time of such surrender, the amount of dividends or other distributions with a record date after the Closing Date theretofore Effective Time previously paid with respect to such whole shares of New Ashland Inc. Parent Common Stock, 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 (Bii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of New Ashland Inc. Common Stock. (ii) No dividends or other distributions with respect to shares of Marathon Common Stock with a record date on or after the Closing Date shall be paid to the holder of any Certificate with respect to the shares of Marathon 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 5.01(e), until the surrender of such Certificate in accordance with this Article V. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing whole shares of Marathon Common Stock issued in exchange therefor, without interest, (A) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Marathon Common Stock to which such holder is entitled pursuant to Section 5.01(e) and the amount of dividends or other distributions with a record date on or after the Closing Date theretofore paid with respect to such whole shares of Marathon Common Stock and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Marathon Parent Common Stock. Parent shall make available to the Exchange Agent sufficient cash for the purpose of satisfying its obligations under clause (i) above.

Distributions with Respect to Unexchanged Shares. (i) All shares of Meadow Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Meadow in respect of the Meadow Common Stock, the record date for which is after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Meadow Common Stock issuable in the Merger. No dividends or other distributions with in respect to shares of New Ashland Inc. the Meadow Common Stock with a record date on or after issued pursuant to the Closing Date Merger shall be paid to the any holder of any un-surrendered Certificate with respect or Uncertificated Share that was issued and outstanding immediately prior to the shares of New Ashland Inc. Common Stock issuable upon surrender of Effective Time until such Certificate until the surrender (or affidavit of such Certificate loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Share is surrendered for exchange in accordance with this Article V. II. Subject to the effect of applicable LawLaws, following surrender of any such CertificateCertificate (or affidavit of loss in lieu thereof as provided in Section 2.2(g)) or Uncertificated Share, there shall be issued and/or paid to the holder of the certificate representing whole shares of New Ashland Inc. Meadow Common Stock issued in exchange therefor, without interestinterest thereon, (Aa) at the time of such surrender, the amount of dividends or other distributions with a record date after the Closing Date Effective Time theretofore paid payable with respect to such whole shares of New Ashland Inc. Meadow Common Stock, Stock and not paid and (Bb) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of New Ashland Inc. Common Stock. (ii) No dividends or other distributions with respect to shares of Marathon Common Stock with a record date on or after the Closing Date shall be paid to the holder of any Certificate with respect to the shares of Marathon 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 5.01(e), until the surrender of such Certificate in accordance with this Article V. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing whole shares of Marathon Common Stock issued in exchange therefor, without interest, (A) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Marathon Common Stock to which such holder is entitled pursuant to Section 5.01(e) and the amount of dividends or other distributions with a record date on or after the Closing Date theretofore paid with respect to such whole shares of Marathon Common Stock and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Marathon Meadow Common StockStock with a record date after the Effective Time, but with a payment date subsequent to surrender.

Distributions with Respect to Unexchanged Shares. (i) No dividends or other distributions with respect to shares of New Ashland Inc. Menlo Common Stock with a record date on or after the Closing Date Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share with respect to the shares of New Ashland Inc. Menlo Common Stock issuable upon surrender of such Certificate until the surrender of such Certificate in accordance with this Article V. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing shares of New Ashland Inc. Common Stock issued in exchange therefor, without interest, (A) at the time of such surrender, the amount of dividends or other distributions with a record date after the Closing Date theretofore paid with respect to such shares of New Ashland Inc. Common Stock, and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of New Ashland Inc. Common Stock. (ii) No dividends or other distributions with respect to shares of Marathon Common Stock with a record date on or after the Closing Date shall be paid to the holder of any Certificate with respect to the shares of Marathon 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 5.01(e)2.1(f) hereof, until the surrender of such Certificate has been surrendered in accordance with this Article V. II. No dividends or other distributions shall be paid or made in respect of any Contingent Stock Right except following conversion of any Contingent Stock Right into shares of Menlo Common Stock in accordance with the terms of the Contingent Stock Rights Agreement. No dividends or other distributions with respect to Foamix Shares with a record date prior to the Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing whole shares of Marathon Common Stock issued in exchange thereforrecordholder thereof, without interest, (Ai) at the time of promptly after such surrender, the amount number of whole shares of Menlo Common Stock and Contingent Stock Rights issuable in exchange therefor pursuant to this Article II, together with any cash payable in lieu of a fractional share of Marathon Menlo Common Stock to which such holder is entitled pursuant to Section 5.01(e2.1(f) and the amount of dividends or other distributions with a record date on or after the Closing Date Effective Time theretofore paid with respect to such whole shares of Marathon Menlo Common Stock and (Bii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender Effective Time and a payment date subsequent to such surrender payable with respect to such whole shares of Marathon Menlo Common Stock, less the amount of any withholding Taxes that may be required thereon.

Distributions with Respect to Unexchanged Shares. (i) No dividends or other distributions with respect to shares of New Ashland Inc. Parent Common Stock with having a record date on or after the Closing Date shall Effective Time will be paid to the any holder of any record of Company Common Stock until such holder has surrendered the Old Certificate with respect representing such stock as provided herein. Subject to the shares effect of New Ashland Inc. Common Stock issuable upon surrender of such Certificate until the surrender of such Certificate in accordance with this Article V. Subject to applicable Lawlaw, following surrender of any such CertificateOld Certificates, there shall be paid to the holder of the certificate representing shares of New Ashland Inc. Common Stock Certificates issued in exchange therefor, without interest, (A) at the time of such surrender, the amount of dividends or other distributions with a record date after the Closing Date theretofore paid with respect to such shares of New Ashland Inc. Common Stock, and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender and a payment date subsequent to such surrender Effective Time previously payable with respect to such shares of New Ashland Inc. Common Stock. (ii) No dividends or other distributions with respect to shares of Marathon Common Stock with a record date on or after the Closing Date shall be paid to the holder of any Certificate with respect to the shares of Marathon Parent Common Stock issuable upon surrender thereofrepresented thereby. To the extent permitted by law, and no cash payment holders of Company Common Stock who receive Parent Common Stock in lieu of fractional shares the Merger shall be paid entitled to vote after the Effective Time at any meeting of Parent stockholders the number of whole shares of Parent Common Stock into which their respective shares of Company Common Stock are converted, regardless of whether such holder pursuant to Section 5.01(e), until the surrender of such Certificate holders have exchanged their Old Certificates for New Certificates in accordance with the provisions of this Article V. Subject to applicable LawPlan, following surrender of any but beginning 30 days after the Effective Time no such Certificate, there holder shall be paid entitled to the holder of the certificate representing whole shares of Marathon Common Stock issued in exchange therefor, without interest, (A) at the time of such surrender, the amount of vote on any cash payable in lieu of a fractional share of Marathon Common Stock to which matter until such holder is entitled pursuant to surrenders such Old Certificate for exchange as provided in Section 5.01(e) and 2.3(b). For the amount avoidance of doubt, until such time as the relevant Old Certificates are exchanged for New Certificates, dividends or other distributions with a record date on or after the Closing Date theretofore paid with respect to such whole shares of Marathon Common Stock and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to the Parent Preferred Stock exchangeable for Company Preferred Stock hereunder will be paid after the Effective Time to any holder of record of the Company Preferred Stock, such whole shares holder shall be entitled to vote after the Effective Time at any meeting of Marathon Common Stockholders of Parent Preferred Stock of the applicable series, regardless of whether such holders have exchanged their Old Certificates for New Certificates in accordance with the provisions of this Plan.

Distributions with Respect to Unexchanged Shares. (i) No dividends or other distributions declared with respect to shares of New Ashland Inc. Parent Common Stock with a to stockholders of record date on or after the Closing Date Effective Time shall be paid delivered to the holder of any unsurrendered Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares with respect to the shares of New Ashland Inc. Parent Common Stock issuable upon surrender of such Certificate represented thereby, in each case unless and until the surrender of such Certificate (or affidavit of loss in lieu thereof) in accordance with this Article V. II. Subject to applicable Applicable Law, following surrender of any such Certificatea Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares for cancellation to the Exchange Agent, there shall be paid to the holder of the certificate representing shares of New Ashland Inc. Parent Common Stock issued in exchange thereforfor such Certificate or Book-Entry Shares, without interest, (Ai) at the time of delivery of such surrenderParent Common Stock by the Exchange Agent pursuant to Section 2.2(c), the amount of dividends or other distributions with a record date after the Closing Date Effective Time theretofore paid with respect to such the whole shares of New Ashland Inc. Parent Common Stock, Stock represented by such Certificate or Book-Entry Share and (Bii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date Effective Time but prior to such surrender delivery of such Parent Common Stock by the Exchange Agent pursuant to Section 2.2(c), and a payment date subsequent to such surrender delivery of such Parent Common Stock by the Exchange Agent pursuant to Section 2.2(c), payable with respect to such shares of New Ashland Inc. Parent Common Stock. (ii; provided, however, that all dividends payable to record holders of Certificates or Book-Entry Shares in accordance with this Section 2.2(d) No dividends or other distributions with respect to shall be payable in the form of shares of Marathon Parent Common Stock in accordance with a record date on or Parent’s dividend reinvestment plan (the “Parent DRIP”), which form of payment the holder shall be deemed to have elected. From and after the Closing Date shall be paid to the holder of any Certificate Effective Time, all dividends payable with respect to the shares of Marathon Share Consideration or Parent Common Stock issuable upon surrender thereof, and no cash payment issued in lieu of fractional shares shall be paid to any such holder pursuant to Section 5.01(e), until the surrender of such Certificate a cash dividend in accordance with this Article V. Subject to applicable Law, following surrender of any such Certificate, there Section 2.2(d) shall be paid issued in the form of Parent Common Stock under the Parent DRIP until such time, if any, as the relevant holder elects to the holder “opt out” of the certificate representing whole shares of Marathon Common Stock issued in exchange therefor, without interest, (A) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Marathon Common Stock to which such holder is entitled pursuant to Section 5.01(e) and the amount of dividends or other distributions with a record date on or after the Closing Date theretofore paid with respect to such whole shares of Marathon Common Stock and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Marathon Common StockParent DRIP.

Distributions with Respect to Unexchanged Shares. (i) No dividends or other distributions declared or made with respect to shares of New Ashland Inc. Monsanto Common Stock or Monsanto Convertible Preferred Stock with a record date on or after the Closing Date Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of New Ashland Inc. Monsanto Common Stock issuable or Monsanto Convertible Preferred Stock, as the case may be, that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of Monsanto Common Stock shall be paid to any such holder pursuant to Section 2.5 until the such holder shall surrender of such Certificate in accordance with this Article V. Section 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 shares of New Ashland Inc. Monsanto Common Stock issued or Monsanto Convertible Preferred Stock, as the case may be, issuable in exchange therefor, without interest, (Aa) at promptly after the time of such surrender, the amount of any cash payable in lieu of fractional shares of Monsanto Common Stock to which such holder is entitled pursuant to Section 2.5 and the amount of dividends or other distributions with a record date after the Closing Date Effective Time theretofore paid with respect to such whole shares of New Ashland Inc. Monsanto Common Stock or such shares of Monsanto Convertible Preferred Stock, as the case may be, and (Bb) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of New Ashland Inc. Common Stock. (ii) No dividends or other distributions with respect to shares of Marathon Monsanto Common Stock with a record date on or after Monsanto Convertible Preferred Stock, as the Closing Date shall be paid to the holder of any Certificate with respect to the shares of Marathon 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 5.01(e), until the surrender of such Certificate in accordance with this Article V. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing whole shares of Marathon Common Stock issued in exchange therefor, without interest, (A) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Marathon Common Stock to which such holder is entitled pursuant to Section 5.01(e) and the amount of dividends or other distributions with a record date on or after the Closing Date theretofore paid with respect to such whole shares of Marathon Common Stock and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Marathon Common Stockcase may be.

Distributions with Respect to Unexchanged Shares. (i) No principal or interest on any Discrepancy Notes, and no dividends or other distributions declared or made after the Effective Time with respect to shares of New Ashland Inc. Common Acquiror Series A Preferred Stock or XM Class A Stock with a record date on or after the Closing Date Effective Time, shall be paid to the holder of any unsurrendered Certificate with respect to the Discrepancy Notes or the whole shares of New Ashland Inc. Common Acquiror Series A Preferred Stock issuable upon surrender or XM Class A Stock represented thereby, until the holder of record of such Certificate until the shall surrender of such Certificate in accordance with this Article V. Certificate. Subject to the effect of escheat, tax or 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 New Ashland Inc. Common Acquiror Series A Preferred Stock issued in exchange therefor, without interest, (Ai) at promptly, the time amount of any cash payable with respect to a fractional share of Acquiror Series A Preferred Stock to which such surrender, holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date after the Closing Date Effective Time and theretofore paid with respect to such whole shares of New Ashland Inc. Common Acquiror Series A Preferred Stock, and (Bii) at the appropriate payment date, the amount of dividends or other distributions distributions, with a record date on or after the Closing Date Effective Time but prior to such surrender and a payment date subsequent to such surrender occurring after surrender, payable with respect to such whole shares of New Ashland Inc. Common Acquiror Series A Preferred Stock. (ii) No dividends . Subject to the effect of escheat, tax or other distributions with respect to shares of Marathon Common Stock with a record date on or after the Closing Date shall be paid to the holder of any Certificate with respect to the shares of Marathon 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 5.01(e), until the surrender of such Certificate in accordance with this Article V. Subject to applicable LawLaws, following surrender of any such Certificate, there shall be paid to the record holder of the certificate certificates representing whole shares of Marathon Common XM Class A Stock issued in exchange therefor, without interest, (Ai) at the time of such surrenderpromptly, the amount of any cash payable in lieu of with respect to a fractional share of Marathon Common XM Class A Stock to which such holder is entitled pursuant to Section 5.01(e2.02(e) and the amount of dividends or other distributions with a record date on or after the Closing Date Effective Time and theretofore paid with respect to such whole shares of Marathon Common Stock XM Class A Stock, and (Bii) at the appropriate payment date, the amount of dividends or other distributions distributions, with a record date on or after the Closing Date Effective Time but prior to such surrender and a payment date subsequent to such surrender occurring after surrender, payable with respect to such whole shares of Marathon Common XM Class A Stock. Subject to the effect of escheat, tax or other applicable laws, promptly following surrender of any such Certificate there shall be paid to the holder of any Discrepancy Notes issued in exchange therefor, any principal and/or interest theretofore due under such Discrepancy Notes.

Distributions with Respect to Unexchanged Shares. (i) Whenever a dividend or other distribution is declared by Parent in respect of Parent Class A Common Stock and the record date for that dividend or other distribution is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of Parent Class A Common Stock issuable under this Agreement. No dividends or other distributions with in respect to shares of New Ashland Inc. the Parent Class A Common Stock with a record date on or after the Closing Date shall be paid to the any holder of any unsurrendered Certificate with respect to the shares of New Ashland Inc. Common Stock issuable upon surrender of until such Certificate until the surrender of such Certificate is surrendered for exchange in accordance with this Article V. Two. Subject to the effect of applicable Lawlaws, following surrender of any such Certificate, there shall be issued or paid to the holder of the certificate certificates representing whole shares of New Ashland Inc. Parent Class A Common Stock issued in exchange therefor, without interest, (Ai) at the time of such surrender, the amount of dividends or other distributions with a record date after the Closing Date theretofore paid with respect Effective Time and a payment date on or prior to the date of issuance of such whole shares of New Ashland Inc. Parent Class A Common StockStock and not previously paid, less the amount of any withholding taxes which may be required thereon, and (Bii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of New Ashland Inc. Common Stock. (ii) No dividends or other distributions with respect to shares of Marathon Common Stock with a record date on or after the Closing Date shall be paid to the holder of any Certificate with respect to the shares of Marathon 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 5.01(e), until the surrender of such Certificate in accordance with this Article V. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing whole shares of Marathon Common Stock issued in exchange therefor, without interest, (A) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Marathon Common Stock to which such holder is entitled pursuant to Section 5.01(e) and the amount of dividends or other distributions with a record date on or after the Closing Date theretofore paid with respect to such whole shares of Marathon Common Stock and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Marathon Parent Class A Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender, less the amount of any withholding taxes which may be required thereon. For purposes of dividends or other distributions in respect of shares of Parent Class A Common Stock, all shares of Parent Class A Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time.

Distributions with Respect to Unexchanged Shares. (i) No dividends or other distributions with respect to shares of New Ashland Inc. Parent Common Stock with a record date on after the Effective Time, or that are payable to the holders of record thereof who become such at or after the Closing Date Effective Time, shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares until such Certificate or Book-Entry Shares are surrendered as provided in this Article II. All such dividends and other distributions with respect to Parent Common Stock that are to be paid in respect of the shares of New Ashland Inc. Parent Common Stock issuable to be received upon surrender of such the Certificate or Book-Entry Shares 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 or Book-Entry Shares in accordance with this Article V. II. (ii) Subject to the effect of applicable Lawescheat or similar Laws and Laws with respect to the withholding of Taxes, following surrender of any such CertificateCertificate or Book-Entry Shares, there shall be paid to the holder of the certificate Parent Certificate representing whole shares of New Ashland Inc. Parent Common Stock issued in exchange therefor, without interest, (Ai) at the time of such surrender, the amount of dividends or other distributions with a record date after the Closing Date theretofore Effective Time previously paid with respect to such whole shares of New Ashland Inc. Parent Common Stock, 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(f)(ii), and the dividends such holder has the right to receive pursuant to Section 5.16 and (Bii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of New Ashland Inc. Common Stock. (ii) No dividends or other distributions with respect to shares of Marathon Common Stock with a record date on or after the Closing Date shall be paid to the holder of any Certificate with respect to the shares of Marathon 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 5.01(e), until the surrender of such Certificate in accordance with this Article V. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing whole shares of Marathon Common Stock issued in exchange therefor, without interest, (A) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Marathon Common Stock to which such holder is entitled pursuant to Section 5.01(e) and the amount of dividends or other distributions with a record date on or after the Closing Date theretofore paid with respect to such whole shares of Marathon Common Stock and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Marathon Parent Common Stock. Parent shall make available to the Exchange Agent sufficient cash for the purpose of satisfying its obligations under this Section 2.2(d). No cash in lieu of fractional shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares until such Certificate or Book-Entry Shares are surrendered as provided in this Article II.

Distributions with Respect to Unexchanged Shares. (i) No dividends or other distributions with respect to shares of New Ashland Inc. ev3 Common Stock with a record date on or after the Closing Date Effective Time, or that are payable to the holders of record thereof who become such on or after the Effective Time, shall be paid to the holder of any unsurrendered Certificate with or FoxHollow Book-Entry Share until those Certificates or FoxHollow Book-Entry Shares are surrendered as provided in this Article II. All such dividends, other distributions and cash in lieu of fractional shares of ev3 Common Stock which are to be paid in respect to of the shares of New Ashland Inc. ev3 Common Stock issuable to be received upon surrender of such the Certificate or FoxHollow Book-Entry Shares shall be paid by ev3 to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate or FoxHollow Book-Entry Shares in accordance with this Article V. II. Subject to the effect of applicable Lawescheat or similar Applicable Laws and Applicable Laws with respect to the withholding of taxes, following surrender of any such Certificate, Certificate or FoxHollow Book-Entry Shares there shall be paid to the holder of the certificate ev3 Certificate or FoxHollow Book-Entry Shares representing whole shares of New Ashland Inc. ev3 Common Stock issued in exchange therefor, without interest, interest (Ai) at the time of such surrender, the amount of dividends or other distributions with a record date after the Closing Date theretofore Effective Time previously paid with respect to such whole shares of New Ashland Inc. ev3 Common Stock, Stock and the amount of any cash payable in lieu of a fractional share of ev3 Common Stock to which such holder is entitled pursuant to Section 2.5 and (Bii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of New Ashland Inc. Common Stock. (ii) No dividends or other distributions with respect to shares of Marathon Common Stock with a record date on or after the Closing Date shall be paid to the holder of any Certificate with respect to the shares of Marathon 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 5.01(e), until the surrender of such Certificate in accordance with this Article V. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing whole shares of Marathon Common Stock issued in exchange therefor, without interest, (A) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Marathon Common Stock to which such holder is entitled pursuant to Section 5.01(e) and the amount of dividends or other distributions with a record date on or after the Closing Date theretofore paid with respect to such whole shares of Marathon Common Stock and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Marathon ev3 Common Stock. ev3 shall make available to the Exchange Agent sufficient cash for the purpose of satisfying its obligations under clause (i) above.

Distributions with Respect to Unexchanged Shares. (i) No dividends or other distributions with respect to shares of New Ashland Inc. Acquiror Common Stock with a record date on or after the Closing Date Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of New Ashland Inc. Acquiror Common Stock issuable upon surrender represented thereby, and, in the case of Certificates representing Company Common Stock, no cash payment in lieu of fractional shares shall be paid to any such Certificate holder pursuant to Section 2.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Acquiror Common Stock shall be paid by Acquiror 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 V. 2. 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 representing whole shares of New Ashland Inc. Acquiror Common Stock issued in exchange therefor, without interest, (Ai) at the time of such surrender, the amount of dividends or other distributions with a record date after the Closing Date Effective Time theretofore paid with respect to such whole shares of New Ashland Inc. Acquiror Common Stock and, in the case of Certificates representing Company Common Stock, the amount of any cash payable in lieu of a fractional share of Acquiror Common Stock to which such holder is entitled pursuant to Section 2.2(e) and (Bii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of New Ashland Inc. Common Stock. (ii) No dividends or other distributions with respect to shares of Marathon Common Stock with a record date on or after the Closing Date shall be paid to the holder of any Certificate with respect to the shares of Marathon 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 5.01(e), until the surrender of such Certificate in accordance with this Article V. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing whole shares of Marathon Common Stock issued in exchange therefor, without interest, (A) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Marathon Common Stock to which such holder is entitled pursuant to Section 5.01(e) and the amount of dividends or other distributions with a record date on or after the Closing Date theretofore paid with respect to such whole shares of Marathon Common Stock and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Marathon Acquiror Common Stock.

Distributions with Respect to Unexchanged Shares. (i) No dividends or other distributions with respect to shares of New Ashland Inc. Parent Common Stock with a record date on or after the Closing Date Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of New Ashland Inc. 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 holder of such Certificate until the surrender of shall have surrendered such Certificate in accordance with this Article V. Subject to applicable Law, following II. Following the surrender of any such Certificate, there shall be paid to the record holder of the certificate representing whole shares of New Ashland Inc. Parent Common Stock issued in exchange therefor, without interest, (Ai) at the time of such surrender, the amount of dividends or other distributions with a record date after the Closing Date Effective Time theretofore paid with respect to such whole shares of New Ashland Inc. Parent Common Stock, 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 (Bii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of New Ashland Inc. Common Stock. (ii) No dividends or other distributions with respect to shares of Marathon Common Stock with a record date on or after the Closing Date shall be paid to the holder of any Certificate with respect to the shares of Marathon 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 5.01(e), until the surrender of such Certificate in accordance with this Article V. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing whole shares of Marathon Common Stock issued in exchange therefor, without interest, (A) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Marathon Common Stock to which such holder is entitled pursuant to Section 5.01(e) and the amount of dividends or other distributions with a record date on or after the Closing Date theretofore paid with respect to such whole shares of Marathon Common Stock and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Marathon Parent Common Stock. (d) No Further Ownership Rights in Company Common Stock. The Merger Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e) paid upon the surrender of Certificates in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificates. At the close of business on the day on which the Effective Time occurs, the share transfer books of the Company shall be closed, and there shall be no further registration of transfers on the share transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificate is presented to the Surviving Corporation for transfer, it shall be canceled against delivery of the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e) to the holder thereof as provided in this Article II.

Distributions with Respect to Unexchanged Shares. (i) No dividends or other distributions with respect to shares of New Ashland Inc. Leucadia Common Stock or Leucadia Mirror Preferred Stock with a record date on or after the Closing Date Second Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share with respect to the shares of New Ashland Inc. Leucadia Common Stock issuable or Leucadia Mirror Preferred Shares that the holder thereof has the right to receive upon the surrender thereof, and no cash payment in lieu of fractional shares of Leucadia Common Stock shall be paid to any such holder pursuant to Section 2.2(g), in each case, until the holder of such Certificate until the surrender of or Book-Entry Share shall have surrendered such Certificate or Book-Entry Share in accordance with this Article V. II. Subject to escheat or other applicable Law, following the surrender of any such CertificateCertificate or Book-Entry Share, there shall be paid to the record holder of the certificate representing shares of New Ashland Inc. Leucadia Mirror Preferred Stock or whole shares of Leucadia Common Stock issued in exchange therefor, without interest, (Ai) at the time of such surrender, the amount of dividends or other distributions with a record date on or after the Closing Date Second Effective Time theretofore paid with respect to such shares of New Ashland Inc. Leucadia Mirror Preferred Stock or whole shares of Leucadia Common Stock, Stock and the amount of any cash payable in lieu of a fractional share of Leucadia Common Stock to which such holder is entitled pursuant to Section 2.2(g) and (Bii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date Second Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of New Ashland Inc. Leucadia Mirror Preferred Stock or whole shares of Leucadia Common Stock. (ii) No dividends or other distributions with respect to shares of Marathon Common Stock with a record date on or after the Closing Date shall be paid to the holder of any Certificate with respect to the shares of Marathon 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 5.01(e), until the surrender of such Certificate in accordance with this Article V. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing whole shares of Marathon Common Stock issued in exchange therefor, without interest, (A) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Marathon Common Stock to which such holder is entitled pursuant to Section 5.01(e) and the amount of dividends or other distributions with a record date on or after the Closing Date theretofore paid with respect to such whole shares of Marathon Common Stock and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Marathon Common Stock.

Distributions with Respect to Unexchanged Shares. (i) No All shares of Parent Common Stock and Parent Convertible Preferred Stock to be issued pursuant to this Agreement shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock or Parent Convertible Preferred Stock, as the case may be, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions with in respect of all shares issuable pursuant to shares this Agreement; provided that no dividends or other distributions declared or made in respect of New Ashland Inc. the Parent Common Stock with a record date on or after Parent Convertible Preferred Stock, as the Closing Date case may be, shall be paid to the holder of any unsurrendered Certificate with respect to until the shares of New Ashland Inc. Common Stock issuable upon surrender holder of such Certificate until the shall surrender of such Certificate in accordance with this Article V. II. 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 shares of New Ashland Inc. Parent Common Stock issued or Parent Convertible Preferred Stock issuable in exchange therefor, without interest, (Aa) at promptly after the time of such surrender, the amount of any cash payable in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.5 and the amount of dividends or other distributions with a record date after the Closing Date Effective Time theretofore paid with respect to such whole shares of New Ashland Inc. Parent Common Stock or shares of Parent Convertible Preferred Stock, and (Bb) at the appropriate payment date, the amount of dividends or other distributions with a record date on at or after the Closing Date Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of New Ashland Inc. Parent Common Stock or Parent Convertible Preferred Stock. (ii) No dividends or other distributions with respect to shares of Marathon Common Stock with a record date on or after the Closing Date shall be paid to the holder of any Certificate with respect to the shares of Marathon 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 5.01(e), until the surrender of such Certificate in accordance with this Article V. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing whole shares of Marathon Common Stock issued in exchange therefor, without interest, (A) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Marathon Common Stock to which such holder is entitled pursuant to Section 5.01(e) and the amount of dividends or other distributions with a record date on or after the Closing Date theretofore paid with respect to such whole shares of Marathon Common Stock and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Marathon Common Stock.

Distributions with Respect to Unexchanged Shares. (i) No dividends or other distributions declared or made after the Effective Time with respect to shares of New Ashland Inc. Common Stock Farnell Shares with a record date on or after the Closing Date Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to Farnell Shares represented thereby, and no cash payment in lieu of any fractional Restricted ADRs or fractional Farnell ADRs shall be paid to any such holder pursuant to Section 1.6(f), until the shares of New Ashland Inc. Common Stock issuable upon surrender holder of such Certificate until shall surrender such Certificate. Farnell Shares issued in the surrender Merger will not rank for the final dividend (the "1996 Dividend") of Farnell to be declared in respect of the year ending January 28, 1996 and holders of Farnell Shares (or Restricted ADRs or Farnell ADRs representing such Certificate in accordance with this Article V. Farnell Shares) shall not be entitled to such dividend. 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 shares of New Ashland Inc. Common Stock whole Restricted ADRs and whole Farnell ADRs issued in exchange therefor, without interest, (Ai) at promptly, the time amount of any cash payable with respect to a fractional Restricted ADR or fractional Farnell ADR to which such surrender, holder is entitled pursuant to Section 1.6(f) and the amount of dividends or other distributions with a record date after the Closing Date Effective Time and theretofore paid (other than the 1996 Dividend) with respect to such shares of New Ashland Inc. Common Stockwhole Restricted ADRs and whole Farnell ADRs, and (Bii) at the appropriate payment date, the amount of dividends (other than the 1996 Dividend) or other distributions distributions, with a record date on or after the Closing Date Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of New Ashland Inc. Common Stock. (ii) No dividends or other distributions with respect to shares of Marathon Common Stock with a record date on or occurring after the Closing Date shall be paid to the holder of any Certificate with respect to the shares of Marathon 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 5.01(e), until the surrender of such Certificate in accordance with this Article V. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing whole shares of Marathon Common Stock issued in exchange therefor, without interest, (A) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Marathon Common Stock to which such holder is entitled pursuant to Section 5.01(e) and the amount of dividends or other distributions with a record date on or after the Closing Date theretofore paid with respect to such whole shares of Marathon Common Stock and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Marathon Common StockRestricted ADRs and whole Farnell ADRs.

Distributions with Respect to Unexchanged Shares. (i) No dividends or other distributions declared or made after the Effective Time with respect to shares of New Ashland Inc. Finisar Common Stock with a record date on or after the Closing Date Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of New Ashland Inc. Finisar Common Stock issuable upon surrender represented thereby and no Cash Merger Consideration or cash payment in lieu of fractional shares payable to any such holder pursuant to subsection (e) below shall be paid until the holder of record of such Certificate until the shall surrender of such Certificate in accordance with this Article V. 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 New Ashland Inc. Finisar Common Stock issued in exchange therefor, without interest, (Ai) at the time of such surrender, any Cash Merger Consideration to which such holder is entitled and the amount of any cash payable in lieu of a fractional share of Finisar Common Stock to which such holder is entitled pursuant to subsection (e) below and the amount of dividends or other distributions with a record date after the Closing Date theretofore Effective Time previously paid with respect to such whole shares of New Ashland Inc. Finisar Common Stock, and (Bii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of New Ashland Inc. Common Stock. (ii) No dividends or other distributions with respect to shares of Marathon Common Stock with a record date on or after the Closing Date shall be paid to the holder of any Certificate with respect to the shares of Marathon 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 5.01(e), until the surrender of such Certificate in accordance with this Article V. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing whole shares of Marathon Common Stock issued in exchange therefor, without interest, (A) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Marathon Common Stock to which such holder is entitled pursuant to Section 5.01(e) and the amount of dividends or other distributions with a record date on or after the Closing Date theretofore paid with respect to such whole shares of Marathon Common Stock and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Marathon Finisar Common Stock.

Distributions with Respect to Unexchanged Shares. (i) No dividends or other distributions with respect to shares of New Ashland Inc. Common Stock Parent ADSs with a record date on or after the Closing Date Effective Time shall be paid to the holder of any unsurrendered Company Virginia Sub Certificate with respect to the shares Parent ADSs, that the holder thereof has the right to receive upon the surrender thereof, and no cash in lieu of New Ashland Inc. Common Stock issuable upon surrender fractional Parent ADSs shall be paid to any such holder pursuant to Section 3.02(f), in each case until the holder of such Company Virginia Sub Certificate until the surrender of shall have surrendered such Company Virginia Sub Certificate in accordance with this Article V. Subject to applicable Law, following III. Following the surrender of any such Company Virginia Sub Certificate, there shall be paid to the record holder of the certificate representing whole shares of New Ashland Inc. Common Stock Parent ADSs issued in exchange therefor, without interest, (A) at the time of such surrender, the amount of dividends or other distributions with a record date after the Closing Date Effective Time theretofore paid with respect to such whole shares of New Ashland Inc. Common Stock, Parent ADSs and the amount of any cash payable in lieu of fractional Parent ADSs to which such holder is entitled pursuant to Section 3.02(f) and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of New Ashland Inc. Common StockParent ADSs. (ii) No dividends or other distributions with respect Holders of Company Virginia Sub Book-Entry Shares who are entitled to shares of Marathon Common Stock with a record date on or after the Closing Date receive Parent ADSs under this Article III shall be paid to the holder of any Certificate with respect to the shares of Marathon 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 5.01(e), until the surrender of such Certificate in accordance with this Article V. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing whole shares of Marathon Common Stock issued in exchange therefor, without interest, (A) at the time of payment of such surrenderParent ADSs by the Exchange Agent under Section 3.02(c), the amount of any cash payable in lieu of a fractional share of Marathon Common Stock to which such holder is entitled pursuant to Section 5.01(e) and the amount of dividends or other distributions with a record date on or after the Closing Date Effective Time theretofore paid with respect to such whole shares Parent ADSs and the amount of Marathon Common Stock any cash payable in lieu of fractional Parent ADSs to which such holder is entitled pursuant to Section 3.02(f) and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date Effective Time but prior to the time of such surrender payment by the Exchange Agent under Section 3.02(c) and a payment date subsequent to the time of such surrender payment by the Exchange Agent under Section 3.02(c) payable with respect to such whole shares of Marathon Common StockParent ADSs.

Distributions with Respect to Unexchanged Shares. (i) No All shares of New Starwood Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by New Starwood in respect of the New Starwood Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of New Starwood Common Stock issuable pursuant to this Agreement. Notwithstanding the foregoing, no dividends or other distributions with respect to shares of New Ashland Inc. Starwood Common Stock with a record date on or after the Closing Date Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of New Ashland Inc. Common Stock issuable upon surrender of such Certificate until the surrender of such Certificate in accordance with this Article V. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing shares of New Ashland Inc. Common Stock issued in exchange therefor, without interest, (A) at the time of such surrender, the amount of dividends or other distributions with a record date after the Closing Date theretofore paid with respect to such shares of New Ashland Inc. Common Stock, and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of New Ashland Inc. Common Stock. (ii) No dividends or other distributions with respect to shares of Marathon Common Stock with a record date on or after the Closing Date shall be paid to the holder of any Certificate with respect to the shares of Marathon 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 5.01(e2.2(g), in each case until the surrender of such Certificate in accordance with this Article V. II. Subject to the effect of applicable Lawabandoned property, escheat or similar laws, following surrender of any such Certificate, Certificate there shall be paid to the holder of the certificate representing whole shares of Marathon Common Stock issued in exchange therefor, such Certificate without interest, (A) at the time of such surrender, the amount of any cash payable in lieu of a any fractional share of Marathon Advisor Common Stock to which such holder is entitled pursuant to Section 5.01(e2.2(g) and (B) if such Certificate is exchangeable for one or more whole shares of New Starwood Common Stock, (x) at the time of such surrender, the amount of dividends or other distributions with a record date on or after the Closing Date Effective Time theretofore paid with respect to such whole shares of Marathon New Starwood Common Stock Stock, and (By) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Marathon New Starwood Common Stock.

Distributions with Respect to Unexchanged Shares. (i) No dividends or other distributions with respect to shares of New Ashland Inc. Heftel Common Stock declared or made after the Effective Time with a record date on or after the Closing Date Effective Time shall be paid to the holder of any Certificate with respect unsurrendered Tichxxxx Xxxtificate. Subject to the shares effect of New Ashland Inc. Common Stock issuable upon surrender applicable laws, (i) at the time of such Certificate until the surrender of such Certificate a Tichxxxx Xxxtificate for exchange in accordance with the provisions of this Article V. Subject to applicable Law, following surrender of any such CertificateSection 2.5, there shall be paid to the holder of the certificate representing shares of New Ashland Inc. Common Stock issued in exchange thereforsurrendering holder, without interest, (A) at the time of such surrender, the amount of dividends or other distributions with (having a record date after the Closing Date Effective Time but on or prior to surrender and a payment date on or prior to surrender) theretofore paid with respect to such the number of whole shares of Heftel Common Stock or New Ashland Inc. Heftel Class B Common Stock, as applicable, that such holder is entitled to receive (less the amount of any withholding taxes that may be required with respect thereto); and (Bii) at the appropriate payment date, 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 after the Closing Date but prior to such surrender and a payment date subsequent to such surrender surrender) payable with respect to such the number of whole shares of Heftel Common Stock or New Ashland Inc. Heftel Class B Common Stock. , as applicable, that such holder receives (ii) No dividends or other distributions less the amount of any withholding taxes that may be required with respect thereto). Subject to shares the effect of Marathon applicable laws, (i) at the time Parent or an Affiliate of Parent surrenders Heftel Common Stock with a record date on or after the Closing Date shall be paid to the holder of any Certificate with respect to the shares of Marathon 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 5.01(e), until the surrender of such Certificate for 21 exchange in accordance with the provisions of Section 2.4(b)(ix) and this Article V. 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 Marathon Common Stock issued in exchange thereforsurrendering holder, without interest, (A) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Marathon Common Stock to which such holder is entitled pursuant to Section 5.01(e) and the amount of dividends or other distributions with a record date on or after the Closing Date theretofore paid with respect to such whole shares of Marathon Common Stock and (B) at the appropriate payment date, 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) theretofore paid with respect to the number of whole shares of New Heftel Class B Common 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 date, there shall be paid to the surrendering holder, without interest, the amount of dividends or other distributions (having a record date after the Closing Date 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 Marathon New Heftel Class B 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. (i) No All Eversource Common Shares to be issued pursuant to this Agreement shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Eversource in respect of the Eversource 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 shares issuable pursuant to this Agreement; provided that no dividends or other distributions declared or made after the Effective Time with respect to shares of New Ashland Inc. Eversource Common Stock Shares with a record date on or after the Closing Date Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of New Ashland Inc. Eversource Common Stock issuable upon surrender of such Certificate until the surrender of such Certificate in accordance with this Article V. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing shares of New Ashland Inc. Common Stock issued in exchange therefor, without interest, (A) at the time of such surrender, the amount of dividends or other distributions with a record date after the Closing Date theretofore paid with respect to such shares of New Ashland Inc. Common Stock, and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of New Ashland Inc. Common Stock. (ii) No dividends or other distributions with respect to shares of Marathon Common Stock with a record date on or after the Closing Date shall be paid to the holder of any Certificate with respect to the shares of Marathon 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 5.01(e), 2.2(d) until the surrender holder of record of such Certificate in accordance with this Article V. shall 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 Marathon Eversource Common Stock Shares issued in exchange therefor, without interest, (Ai) at the time of such surrender, the amount of any cash payable in lieu of a fractional share shares of Marathon Eversource Common Stock Shares to which such holder is entitled pursuant to Section 5.01(e2.2(d) and the amount of dividends or other distributions with a record date on or after the Closing Date Effective Time theretofore paid with respect to such whole shares of Marathon Eversource Common Stock Shares and (Bii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Marathon Eversource Common StockShares.

Distributions with Respect to Unexchanged Shares. (i) No All shares of Parent Common Stock and Parent Convertible Preferred Stock to be issued pursuant to this Agreement shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution is declared by Parent in respect of the Parent Common Stock or Parent Convertible Preferred Stock, as the case may be, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions with in respect of all shares issuable pursuant to shares this Agreement; provided that no dividends or other distributions declared or made in respect of New Ashland Inc. the Parent Common Stock with a record date on or after Parent Convertible Preferred Stock, as the Closing Date case may be, shall be paid to the holder of any unsurrendered Certificate with respect to until the shares of New Ashland Inc. Common Stock issuable upon surrender holder of such Certificate until the shall surrender of such Certificate in accordance with this Article V. II. 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 shares of New Ashland Inc. Parent Common Stock issued or Parent Convertible Preferred Stock issuable in exchange therefor, without interest, (Aa) at promptly after the time of such surrender, the amount of any cash payable in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.5 and the amount of dividends or other distributions with a record date after the Closing Date Effective Time theretofore paid with respect to such whole shares of New Ashland Inc. Parent Common Stock or shares of Parent Convertible Preferred Stock, and (Bb) at the appropriate payment date, the amount of dividends or other distributions with a record date on at or after the Closing Date Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of New Ashland Inc. Common Stock. (ii) No dividends or other distributions with respect to shares of Marathon Parent Common Stock with a record date on or after the Closing Date shall be paid to the holder of any Certificate with respect to the shares of Marathon 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 5.01(e), until the surrender of such Certificate in accordance with this Article V. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing whole shares of Marathon Common Stock issued in exchange therefor, without interest, (A) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Marathon Common Stock to which such holder is entitled pursuant to Section 5.01(e) and the amount of dividends or other distributions with a record date on or after the Closing Date theretofore paid with respect to such whole shares of Marathon Common Stock and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Marathon Common Stock.Parent

Distributions with Respect to Unexchanged Shares. (i) No dividends or other distributions with respect to shares of New Ashland Inc. Parent Common Stock with a record date on or after the Closing Date Effective Time shall be paid to the holder of any Certificate unsurrendered Share with respect to the shares of New Ashland Inc. Parent Common Stock issuable upon surrender represented thereby, and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such Certificate holder pursuant to Section 2.1(d), until the surrender of such Certificate Share has been surrendered in accordance with this Article V. II. Subject to applicable LawLaws, following surrender of any such CertificateShare, there shall be paid to the record holder of the certificate representing shares of New Ashland Inc. Common Stock issued in exchange thereforthereof, without interest, (Ai) at the time of promptly after such surrender, the number of whole shares of Parent Common Stock issuable in exchange therefor pursuant to this Article II, together with any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.1(d) and the amount of dividends or other distributions with a record date after the Closing Date Effective Time theretofore paid with respect to such whole shares of New Ashland Inc. Parent Common Stock, Stock and (Bii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of New Ashland Inc. Common Stock. (ii) No dividends or other distributions with respect to shares of Marathon Common Stock with a record date on or after the Closing Date shall be paid to the holder of any Certificate with respect to the shares of Marathon 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 5.01(e), until the surrender of such Certificate in accordance with this Article V. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing whole shares of Marathon Common Stock issued in exchange therefor, without interest, (A) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Marathon Common Stock to which such holder is entitled pursuant to Section 5.01(e) and the amount of dividends or other distributions with a record date on or after the Closing Date theretofore paid with respect to such whole shares of Marathon Common Stock and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender Effective Time and a payment date subsequent to such surrender payable with respect to such whole shares of Marathon Parent Common Stock. Each of the Exchange Agent, Parent, Merger Sub and Surviving Corporation, as applicable, shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares or holder of Company Equity Awards, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”) or any provision of U.S. state or local Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares or holder of the Company Equity Awards, in respect of which such deduction and withholding were made.

Distributions with Respect to Unexchanged Shares. (i) No dividends Whenever a dividend or other distributions distribution is declared or made after the date of this Agreement with respect to shares of New Ashland Inc. Office Depot Common Stock with a record date on or after the Closing Date Second Effective Time, such declaration shall include a dividend or other distribution in respect of all shares of Office Depot Common Stock issuable pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made after the Second Effective Time with respect to shares of Office Depot Common Stock having a record date after the Second Effective Time shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate with respect as provided in this Section 2.5. Subject to the shares effect of New Ashland Inc. Common Stock issuable upon surrender of such Certificate until the surrender of such Certificate in accordance with this Article V. Subject to applicable Applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the certificate certificates representing whole shares of New Ashland Inc. Office Depot Common Stock issued in exchange therefor, without interest, (Ai) at the time of such surrender, the amount of dividends or other distributions with a record date after the Closing Date Second Effective Time theretofore paid payable with respect to such whole shares of New Ashland Inc. Office Depot Common StockStock and not paid, less the amount of any withholding taxes which may be required thereon, and (Bii) at the appropriate payment datedate subsequent to surrender, the amount of dividends or other distributions with a record date on or after the Closing Date Second Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of New Ashland Inc. Common Stock. (ii) No dividends or other distributions with respect to shares of Marathon Common Stock with a record date on or after the Closing Date shall be paid to the holder of any Certificate with respect to the shares of Marathon 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 5.01(e), until the surrender of such Certificate in accordance with this Article V. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing whole shares of Marathon Common Stock issued in exchange therefor, without interest, (A) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Marathon Common Stock to which such holder is entitled pursuant to Section 5.01(e) and the amount of dividends or other distributions with a record date on or after the Closing Date theretofore paid with respect to such whole shares of Marathon Common Stock and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Marathon Office Depot Common Stock, less the amount of any withholding taxes which may be required thereon.

Distributions with Respect to Unexchanged Shares. (i) No dividends or other distributions with respect to shares of New Ashland Inc. Woolworth Common Stock with a record date on or after the Closing Date Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of New Ashland Inc. Woolworth Common Stock issuable upon surrender represented thereby, and, in the case of Certificates representing Sports Authority Common Stock, no cash payment in lieu of fractional shares shall be paid to any such Certificate holder pursuant to Section 2.2(e), and all such dividends, other distributions and cash in lieu of fractional shares of Woolworth Common Stock shall be paid by Woolworth 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 V. 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 representing whole shares of New Ashland Inc. Woolworth Common Stock issued in exchange therefor, without interest, (Ai) at the time of such surrender, the amount of dividends or other distributions with a record date after the Closing Date Effective Time theretofore paid with respect to such whole shares of New Ashland Inc. Woolworth Common Stock and, in the case of Certificates representing Sports Authority Common Stock, the amount of any cash payable in lieu of a fractional share of Woolworth Common Stock to which such holder is entitled pursuant to Section 2.2(e) and (Bii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender Effective Time and a payment date subsequent to such surrender payable with respect to such shares of New Ashland Inc. Common Stock. (ii) No dividends or other distributions with respect to shares of Marathon Common Stock with a record date on or after the Closing Date shall be paid to the holder of any Certificate with respect to the shares of Marathon 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 5.01(e), until the surrender of such Certificate in accordance with this Article V. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing whole shares of Marathon Common Stock issued in exchange therefor, without interest, (A) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Marathon Common Stock to which such holder is entitled pursuant to Section 5.01(e) and the amount of dividends or other distributions with a record date on or after the Closing Date theretofore paid with respect to such whole shares of Marathon Common Stock and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Marathon Woolworth Common Stock.

Distributions with Respect to Unexchanged Shares. (i) No amount in respect of dividends or other distributions declared or made after the Effective Time with respect to shares of New Ashland Inc. Parent Common Stock with a record date on or after the Closing Date Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of New Ashland Inc. Parent Common Stock issuable upon surrender of such Certificate until the surrender of such Certificate in accordance with this Article V. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the certificate representing shares of New Ashland Inc. Common Stock issued thereof is entitled to receive in exchange therefor, without interest, (A) at the time of such surrender, the amount of dividends or other distributions with a record date after the Closing Date theretofore paid with respect to such shares of New Ashland Inc. Common Stock, and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the Closing Date but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of New Ashland Inc. Common Stock. (ii) No dividends or other distributions with respect to shares of Marathon Common Stock with a record date on or after the Closing Date shall be paid to the holder of any Certificate with respect to the shares of Marathon Common Stock issuable upon surrender thereof, thereof and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 5.01(e), subsection (e) below until the surrender holder of record of such Certificate shall surrender such Certificate to Parent in accordance with this Article V. herewith. 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 Marathon Parent Common Stock issued in exchange therefor, without interest, (Ai) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Marathon Parent Common Stock to which such holder is entitled pursuant to Section 5.01(esubsection (e) below and an amount equal to the amount of dividends or other distributions with a record date on or after the Closing Date theretofore Effective Time previously paid with respect to such whole shares of Marathon Parent Common Stock Stock, and (Bii) at the appropriate payment date, an amount equal to the amount of dividends or other distributions with a record date on or after the Closing Date Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Marathon Parent Common Stock., in each case without interest. (d) NO FURTHER OWNERSHIP RIGHTS IN DOUBLETREE COMMON STOCK AND PROMUS COMMON STOCK. All shares of Parent Common Stock issued upon the surrender for exchange of Certificates in accordance with the terms hereof (including any cash paid pursuant to subsection (c) or (e) of this Section 2.4) shall be deemed to have been issued in full satisfaction of all rights pertaining to the shares of Doubletree Common Stock or Promus Common Stock theretofore represented by such Certificates, subject, however, to the applicable Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared 12